The approval process for director appointments in Belarus: who may be affected?

published on 23 May 2025 | reading time approx. 4 minutes

It is well recognized that a director is a key person in the management of a company as they make strategic decisions and represent the company in the market. In this regard, the issue of appointing a director is always a matter of concern for the company's shareholders. Prior to 1 March 2025, the process for appointing a director was limited to approval by the shareholders. At the same time, on 21 February 2025, Presidential Edict No. 74 “On Giving More Powers to Heads of Basic-Level Executive Committees to Promote Regional Development” (the “Edict No. 74”) was issued.

According to the amendments, in certain cases a nominee for the position of director must be preliminarily approved by the chairman of the local authority – executive committee (the “Executive Committee”).

In this article we provide a brief overview of the changes affecting the procedure for appointing directors.

Approval procedure

General requirements

In accordance with the provisions of Edict No. 74, starting from 1 March 2025, companies included in the special list are required to coordinate key personnel decisions with the chairman of the Executive Committee in whose territory they are registered. This concerns the approval of nominees for the following positions:

Directors of companies
Heads of branch offices and representative offices of such companies

It should be noted that approval is required not only for the appointment of directors, but also for the extension or termination of their employment contracts.

Please note:

Approval requirement does not apply to directors of private unitary enterprises who are also their founders.

Inclusion criteria

List of companies is compiled by the Executive Committee on whose territory the company is registered. Edict No. 74 does not establish any requirements for inclusion (non-inclusion) of companies in such lists. As a result, the Executive Committee decides who will be included in the list and according to what criteria.

Some Executive Committees have already adopted the lists. One of them was published on the website of the Minsk District Executive Committee. This list contains 191 companies, including those with foreign capital (e.g. SOOO “HENKEL BAUTECHNIK”, a part of Henkel Corporation).

Review of the aforementioned list indicates that the following factors are important for a company to be listed:

Financial indicators – including revenue, net assets, and taxes paid
Headcount – priority is usually given to medium and large companies with more than 100 employees
Strategic importance – the approval procedure is primarily aimed at companies whose activities have a significant impact on the economic and social development of the region

In some cases, the lists are not made publicly available and information on the approval requirement is communicated individually to the companies included in the list.

Approval process

There is currently no document that details the procedure for obtaining approval.

Edict No. 74 only defines the term for the Executive Committee to approve nominees – no more than 10 business days from the date of submission of the relevant documents.

Thus, it can be concluded that each Executive Committee sets its own requirements regarding the list of documents to be submitted for approval.

Please note:

Analysis of the provisions of Edict No. 74 indicates that the approval requirement applies only to directors being natural persons. Management companies (managers operating as individual entrepreneurs) are formally not subject to the restrictions introduced.

If a listed company does not complete the approval procedure or receives a negative decision from the Executive Committee, any conclusion, extension, or termination of the director’s employment contract shall be deemed illegal.

To-do steps

In order to prevent violations, we recommend that companies take appropriate measures, including the following:

Check the validity of the employment contract with the director
Monitor the publication of the list by the Executive Committee in whose territory the company is registered, as well as any amendments to it
For listed companies it is important to contact the Executive Committee in advance for approval

Rödl & Partner team is ready to provide you with the necessary assistance in comprehensive support of the procedure for obtaining approval, including preparation of a package of necessary documents, interaction with the Executive Committee representatives, as well as advising on all matters of interest to you.