International companies with existing or planned capital positions in Belarus face a material compliance shift. Belarusian investment legislation has been amended to introduce mandatory notification requirements for qualifying foreign investments. Failure to file within the prescribed window exposes investors to administrative penalties and, in serious cases, forced unwinding of the transaction.
Belarus has introduced a pre-notification and post-closing disclosure regime for foreign investments meeting defined ownership or sector thresholds. The requirements apply to direct investments, securities offerings, and certain investment fund structures holding Belarusian assets. Companies must assess their existing portfolios and submit the required notifications to the designated state authority within the deadlines set by the amended investment legislation.
This alert sets out what has changed, which business categories are caught, and the immediate steps international companies should take to remain compliant.
What changed – the regulatory development and effective date
Belarus has expanded its foreign investment screening regime through amendments to its investment legislation. The revised rules came into force in early 2025 and introduce two distinct obligations.
First, investors must notify the competent state authority before completing any qualifying acquisition. This pre-notification requirement replaces the previous lighter-touch registration procedure. Second, all foreign investors who completed transactions after a defined look-back date must submit a retrospective disclosure within 90 days of the effective date of the new rules.
The amendments extend to capital markets activity. Prospectus filings for securities offerings by foreign issuers in Belarus, IPO structures involving Belarusian targets, and listing requirements for securities admitted to Belarusian trading venues now incorporate disclosure obligations tied to the screening regime. Investment funds holding qualifying stakes in Belarusian companies are expressly brought within scope.
The stated policy objective is to give the state a clearer picture of foreign capital entering strategic sectors. In practice, the new rules create additional compliance layers that were not present when many existing investment structures were originally established.
Who is affected – threshold criteria and business categories
The notification requirement is triggered when any of the following conditions are met.
- A foreign investor acquires a direct or indirect stake of 25% or more in a Belarusian legal entity.
- The transaction value exceeds the monetary threshold specified in the amended investment legislation.
- The target operates in a designated strategic sector, including energy, transport infrastructure, telecommunications, financial services, and defence-adjacent industries.
- An investment fund domiciled outside Belarus acquires a controlling or significant influence position in a Belarusian company, regardless of the fund's country of incorporation.
- A securities offering or IPO results in a foreign investor holding a qualifying stake post-listing.
Companies incorporated in jurisdictions that Belarus designates as non-cooperative or subject to reciprocal screening measures face enhanced scrutiny. The review timeline for those investors is extended, and additional disclosure obligations apply at the prospectus stage.
Existing investors whose structures were permissible under prior law are not automatically exempt. If a restructuring, secondary transfer, or additional capital contribution brings the holding above a threshold, the notification obligation is triggered afresh.
To receive an expert assessment of your investment position in Belarus and determine whether notification is required, contact us at info@ferrazwhitmore.com.
What to do now – immediate actions and compliance timeline
International companies should treat this as a live compliance matter. The following steps are relevant immediately.
Map existing exposures. Identify all direct and indirect holdings in Belarusian entities. Include positions held through investment funds and special purpose vehicles. Check whether any holding crosses the 25% threshold or falls within a strategic sector.
Assess the look-back obligation. Transactions completed after the look-back date specified in the amended investment legislation must be reported even if they pre-date the effective date of the new rules. Missing this window carries penalties that accrue from the day after the 90-day grace period expires.
Review securities and capital markets structures. If your Belarusian exposure runs through a securities offering, a listed vehicle, or an investment fund with disclosure obligations, the prospectus-level requirements interact with the screening regime. Both sets of rules must be satisfied concurrently.
Prepare the notification package. The filing requires corporate ownership charts, financial statements of the acquiring entity, and a description of the intended business activity. Incomplete submissions are rejected without suspending the deadline clock.
Monitor parallel obligations in Russia. Investors with positions across both jurisdictions should note that a comparable screening regime operates in Russia. For context on the Russian rules, see our alert on foreign investment screening in Russia.
For international companies active in Belarusian capital markets, our dedicated service page covering capital markets advisory in Belarus sets out the full range of regulatory services available. Companies with banking and finance exposures should also review the implications under Belarusian financial services regulation, addressed in our banking and finance practice in Belarus.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our team combines Portuguese civil law expertise with English common law tradition to deliver cross-border legal solutions in foreign investment screening, capital markets compliance, and securities regulation in high-growth and emerging markets. Our CIS practice, led by practitioners with direct experience before Belarusian and regional regulatory authorities, supports international investors managing disclosure obligations, investment fund structuring, and securities offering compliance across the region. Engaging a lawyer in Belarus with cross-border CIS expertise is critical when notification deadlines are short and penalties are automatic. As an international law firm advising on law firm Belarus-related mandates, we provide results-oriented counsel to institutional investors and in-house legal teams operating across multiple legal systems. To discuss your Belarus investment exposure, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.