Dividends Only by Permission: New Conditions for Payments to Foreign Participants from "Unfriendly" States

23.07.2025

• Key Changes

Resolution No. 395 of the Council of Ministers dated July 21, 2025 (hereinafter – “Resolution No. 395”) has been published. It significantly changes the approach of Belarusian legal entities (hereinafter – “Residents”) to paying dividends to participants (shareholders) from foreign states deemed to be committing unfriendly actions (hereinafter – “foreign participants”).

Most provisions of Resolution No. 395 take effect after official publication, i.e., from July 24, 2025.

Key Changes

• Dividend payments to foreign participants – now only with permission (regardless of the amount).

Starting from July 24, 2025, under Resolution No. 395, a Permit is required for any dividend payments to foreign participants, regardless of the amount.

The previous rule allowing payments without a permit up to 80,000 base units annually (for all foreign participants combined) is no longer valid.

Now, all payments to participants from unfriendly states must be pre-approved by the executive committee.

• Criteria for obtaining a Permit: depends on the amount of dividends

The criteria Residents must meet to obtain a Permit now vary depending on the planned payment amount:

Case 1: If the total annual dividend amount (after tax) for all foreign participants does not exceed 20,000 base units

Permit requirements:

• Compliance with staff headcount requirements;

• No outstanding enforcement proceedings or overdue debts on loans, taxes, contributions, etc.;

• No negative information from government authorities that would prevent permit issuance.

Case 2: If the total annual dividend amount (after tax) for all foreign participants exceeds 20,000 base units

Permit requirements:

1. All requirements from Case 1, plus:

2. Compliance with the ratio of dividend payments to the average net inflow of foreign direct investment;

   Note: This requirement does not apply to High-Tech Park (HTP) residents.

3. No net losses for the Resident in the previous and current reporting periods;

4. Meeting the required nominal average monthly wage levels.

• Additional obligations for banks when transferring dividends to a foreign participant

Resolution No. 395 specifies the steps banks must follow when Residents pay dividends to foreign shareholders:

• The Resident provides the Permit and the payment order to the bank specified in the Permit:

  1. where the Resident holds an account, and

  2. from which the dividends will be paid.

• The bank identifies the foreign participant to check for restrictions:

  1. Verifies information from the Permit and payment order;

  2. Requests an extract from the Unified State Register (USR) for the Resident.

• The bank decides whether to execute or reject the payment.

• The bank must refuse payment if:

  1. The Permit is not provided, and the foreign participant is subject to dividend restrictions;

  2. The Permit is submitted to a bank not listed in the Permit;

  3. The total of claimed and paid dividends exceeds the permitted amount;

  4. The Resident fails to provide a USR extract upon the bank’s request.

• Resident’s actions if the Permit is denied

If the executive committee denies the Permit, the distributed profit is to be transferred to special accounts as per Presidential Decree No. 285 “On Special Accounts.”
However, this rule does not apply to banks, which may retain the funds in their own accounts upon receiving a denial.

• Defined responsibilities of government authorities regarding Permit issuance

Resolution No. 395 outlines which government bodies are responsible for providing information to control dividend payments to foreign participants. In particular:

1. Ministry of Finance – to send banks and NCFIs a list of joint-stock companies with foreign participants;

2. Ministry of Justice – to send banks and NCFIs a list of Residents (non-joint-stock) with foreign participation.

• Permit issuance procedure timeline changed

The timeframe for issuing a Permit has been extended to 30 working days, replacing the previous 30 calendar days.

Authors: Valeria Getsman, Ulyana Bulgakova