Change in the Basic Unit: What Does It Mean for the Authorised Capital of a Joint-Stock Company?

In Belarus, the minimum amount of authorised capital for joint-stock companies is set as follows:

• Public Joint-Stock Company (OJSC) – 400 basic units (as of 2025 – BYN 16,800);
• Closed Joint-Stock Company (CJSC) – 100 basic units (as of 2025 – BYN 4,200).

The amount of the basic unit is reviewed annually by the Government.

This naturally raises the question: is it necessary to increase the authorised capital of a joint-stock company if, after the next increase, it falls below the statutory minimum?

Such a situation may arise if:

• the company was initially established with the minimum authorised capital, and in the following year the basic unit increased;
• the company was incorporated long ago, and over the years the amount of the basic unit has significantly increased, resulting in the originally declared authorised capital no longer meeting the current statutory minimum.

According to legislation:

The obligation to adjust the authorised capital arises only when amendments are made to the charter in respect of its amount. In such cases, the authorised capital must meet the statutory minimum as of the date of submission of documents to the registering authority.

In practice:

Recently, we have encountered the position of supervisory authorities that the authorised capital must correspond to the current minimum at all times. Accordingly, if after an increase in the basic unit it falls below the minimum, the company is required to increase it.

What should be done?

Despite the absence of a direct statutory obligation, we recommend monitoring the size of the authorised capital and not delaying its increase if it is below the established minimum.

 If you have any questions regarding bringing the authorised capital into compliance – we will be glad to assist.

Author: Ulyana Bulgakova, Valeryia Getsman.