Top 5 provisions the model charter lacks — but your business needs

01.10.2025

• A bespoke charter is your working tool that:
• Here are five provisions that turn a formality into a protective instrument.
• 1. Remote meetings (convenience and speed)
• 2. Control over the director (competence)
• 3. Voting and profit rules
• 4. Protecting the circle of participants (sale of interests)
• 5. Transparency for minority participants (access to information)
• Contact a lawyer for further information

Since March 2025, Belarusian limited liability companies (LLCs) can use model charters.

This is convenient (+free and lawful) but risky: a basic charter only covers formalities and will not always reflect the specifics of your business.

A bespoke charter is your working tool that:

• protects the owners’ interests;
• speeds up decision-making;
• reduces the risk of conflicts.

Here are five provisions that turn a formality into a protective instrument.

1. Remote meetings (convenience and speed)

Ideal for owners in different countries. Plus: decisions are taken faster, and the risk of a meeting falling through due to lack of a quorum is reduced to zero.

2. Control over the director (competence)

The model charter defines the competence of the general meeting of participants in accordance with legislation. If the participants want more control over the director, your charter can specify which transactions the director must agree with the owners — from the sale of real estate and obtaining large loans to transactions with IP rights or the opening of branches.

3. Voting and profit rules

In a bespoke charter you may provide for:

• shorter time-limits for convening meetings;
• special voting rules (unanimity for additional matters; non-proportional allocation of votes);
• your own conditions for distributing profit (not in proportion to stakes, at different times, or with agreed restrictions).

4. Protecting the circle of participants (sale of interests)

Taking partner arrangements into account, establish a prohibition on alienation to third parties, change the time-limits for settlements with a departing participant, and regulate how the pre-emptive right is exercised.

5. Transparency for minority participants (access to information)

An expanded list of documents, a lower threshold for minority participants, and electronic methods of providing information.

At charter level you can:

• expand the list of documents to which participants have access;
• lower the threshold for minority participants to access accounting (financial) statements;
• fix convenient formats for information exchange, for example by email.

Your business is unique. Your charter should be as well.

A bespoke charter is not a formality, but your rules of the game, ensuring control, transparency and predictability.

Ready to turn your charter into a working tool? Write to us or submit a request via the link to discuss your corporate profile.

Authors: Ulyana Bulgakova, Valeryia Getsman.