(Unofficial translation)
Law of the Republic of Belarus
July 12, 2013 No 53-Z
On Investments
Adopted
by the House of Representatives on June 26, 2013
Approved by the Council of the Republic on June 28, 2013
This Law
establishes legal bases and fundamental principles of carrying out investments
in the territory of the Republic of Belarus and is directed at attracting
investments in the economy of the Republic of Belarus, ensuring guarantees,
rights and legitimate interests of investors and their equal protection as
well.
CHAPTER
1
GENERAL PROVISIONS
Article 1. Main terms used in this Law and their definitions
Investments – any
property and other objects of civil rights belonging to an investor on the
right of ownership, another legal basis which allows him to dispose of such
objects being invested in the territory of the Republic of Belarus in ways
provided by this Law with a view to receive profit (incomes) and/or achieving
another significant result or with other purposes not related to personal,
family, household and other likewise use, in particular:
movable and
immovable property, including shares, stakes in the statutory fund, stocks in
the property of a commercial organization created in the territory of the
Republic of Belarus, monetary means, inclusive of attracted ones, including
loans, credits;
rights of claim
having assessment of their value;
other objects of
civil rights having assessment of their value, with the exception of those
objects of civil rights the circulation of which is not allowed (objects
withdrawn from circulation).
Investors:
citizens of the
Republic of Belarus, foreign citizens and stateless persons residing
permanently in the territory of the Republic of Belarus, including individual
entrepreneurs, and also legal persons of the Republic of Belarus, carrying out
investments in the territory of the Republic of Belarus;
foreign citizens
and stateless persons not residing permanently in the territory of the Republic
of Belarus, citizens of the Republic of Belarus residing permanently outside
the Republic of Belarus, foreign or international legal persons (organizations
not being legal persons), carrying out investments in the territory of the
Republic of Belarus (hereinafter – foreign investors).
Article 2. Scope of application of this Law
This Law is
applicable to relation connected with carrying out investments in the territory
of the Republic of Belarus, with the exception of:
contributing
property to non-commercial organizations in relation to the property of which
their founders (participants) do not have ownership or other real rights;
acquisition of
securities, except for shares;
acquisition or
construction by citizens of the Republic of Belarus, foreign citizens or
stateless persons of dwelling houses, dwelling promises for residence of these
citizens of the Republic of Belarus, foreign citizens or stateless persons
and/or members of their families;
extending loans,
credits and repayment thereof, placement of bank deposits.
Article 3. Legislation of the Republic of Belarus in the sphere of
investments
The legislation
of the Republic of Belarus on investments is based on the Constitution of the
Republic of Belarus and consists of this Law and other acts of legislation of
the Republic of Belarus.
If a treaty of
the Republic of Belarus establishes other rules than those provided by this
Law, the rules of the treaty are applied.
Article 4. Ways of carrying out investments
In the territory
of the Republic of Belarus investments are carried out in following ways:
through creation
of a commercial organization;
through
acquisition, creation, including by constructing, of immovable property
objects, with the exception of cases specified by indent four of Article 2 of
this Law;
through
acquisition of rights to intellectual property objects;
through
acquisition of shares, stakes in the statutory fund, stocks in the property of
a commercial organization, including instances of increasing the statutory fund
of a commercial organization;
on the basis of a
concession;
in other ways,
except for those prohibited by the legislative acts of the Republic of Belarus.
Article 5. Fundamental principles of carrying out investments
Carrying out
investments shall be based on the following principles:
investors and
also the state, its bodies and officials shall act within the limits of the
Constitution of the Republic of Belarus and the acts of legislation of the
Republic of Belarus adopted in accordance therewith (principle of the supremacy
of law);
investors shall
be equal before law and enjoy rights without any discrimination (principle of
investors equality);
investors shall
carry out investments honesty and reasonably without causing harm to another
person, environment, historic-cultural valuables, infringement on rights and
interests protected by law of other persons, abuse of rights in other forms
(principle of honesty and reasonableness of carrying out investments);
interference in
private affairs is not allowed, with the exception of cases when such an
interference is made on the basis of legislative acts of the Republic of
Belarus in the interests of national security (including protection of
environment and historic-cultural valuables), public order, protection of
morality, health of the population, rights and freedoms of other persons
(principle of inadmissibility of arbitrary interference in private affairs);
investors are
guaranteed the protection of rights and legitimate interests in court and in
other ways provided by the legislation of the Republic of Belarus, including by
treaties of the Republic of Belarus (principle of ensuring restoration of
violated rights and legitimate interests, court protection thereof).
In carrying out
of investments the priority of generally recognized principles of international
law is recognized.
Article 6. Restrictions in carrying out of investments
It is not allowed
to carry out investments in the property of legal persons having a dominant
position on the commodity markets of the Republic of Belarus without the
consent of the anti-monopoly body of the Republic of Belarus in the cases
provided by the antimonopoly legislation of the Republic of Belarus, and also
in activities prohibited by the legislative acts of the Republic of Belarus. Restrictions
in carrying out of investments may by also established on the basis of
legislative acts of the Republic of Belarus in the interests of national
security (including protection of environment and historic-cultural valuables),
public order, protection of morality, health of the population, rights and
freedoms of other persons.
chapter
2
state regulation in the sphere of investments
Article 7. Performance of state regulation in the sphere of investments
State regulation
in the sphere of investments is carried out by the President of the Republic of
Belarus, the Government of the Republic of Belarus, the republican body of
state administration carrying out regulation and administration in the sphere
of investments, other republican bodies of state administration, other state
organizations subordinated to the Government of the Republic of Belarus, local
executive and administrative bodies, the state organization authorized to
represent the interests of the Republic of Belarus on issues of investments
attraction in the Republic of Belarus, within the limits of their powers in
accordance with the legislation of the Republic of Belarus.
Article 8. Powers of the President of the Republic of Belarus in the
sphere of investments
The President of
the Republic of Belarus, in the sphere of investments:
determines the
single state policy;
determines the
republican body of state administration carrying out regulation and
administration in the sphere of investments;
determines
conditions for conclusion of investment contracts of the Republic of Belarus;
carries out other
powers in accordance with the Constitution of the Republic of Belarus, this Law
and other legislative acts of the Republic of Belarus.
Article 9. Powers of the Government of the Republic of Belarus in the
sphere of investments
The Government of
the Republic of Belarus, in the sphere of investments:
ensures the
implementation of the single state policy;
determines
priority activities (sectors of the economy) for carrying out investments;
determines the
order of conclusion, changing, rescission and state registration of investments
contracts of the Republic of Belarus;
carries out other
powers imposed by the Constitution of the Republic of Belarus, laws of the
Republic of Belarus and acts of the President of the Republic of Belarus.
Article 10. Powers of other state bodies and other state organizations
in the sphere of investments
The republican
body of state administration carrying out regulation and administration in the sphere
of investments, other republican bodies of state administration, and other
state organizations subordinated to the Government of the Republic of Belarus,
local executive and administrative bodies ensure the implementation of the
single state policy in the sphere of investments within the limits of their
competence.
The state
organization authorized to represent the interests of the Republic of Belarus
on issues of investments attraction in the Republic of Belarus ensures the
interaction of investors with republican bodies of state administration, other
state organizations subordinated to the Government of the Republic of Belarus,
local executive and administrative bodies, carries out other powers in
accordance with the legislation of the Republic of Belarus.
chapter
3
guarantees of investors’ rights and protection of investments
Article 11. Guarantees for transfer of compensation and other monetary
means of foreign investors
Foreign investors
are guaranteed an unobstructed transfer outside the Republic of Belarus of the
compensation provided by part two and four of Article 12 of this Law.
After the payment
of taxes dues (duties), other obligatory payments to the republican and local
budgets, state non-budgetary funds established by the legislation of the
Republic of Belarus, foreign investors are guaranteed an unobstructed transfer
outside the Republic of Belarus of profit (incomes) and other monetary means
legally received, connected with carrying out of investments in the territory
of the Republic of Belarus, and also of payments being made in favour of a
foreign investor and connected with carrying out of foreign investments,
including:
monetary means
received by foreign investors after a partial or full termination of the
carrying out of investments in the territory of the Republic of Belarus,
including monetary means received by foreign investors as a result of
alienation of investments, and also of the property being created as a result
of carrying out investments, other objects of civil rights;
monetary means
payable as salary to foreign citizens and stateless persons who carry out
labour activity under a labour contract;
monetary means
payable to foreign investors according a court resolution.
Transfer of the
compensation provided by parts two and four of Article 12 of this Law is
carried out, at the option of the foreign investor, in Belarusian rubles or
foreign currency to the state indicated by the foreign investor, unless such a
transfer contradicts international commitments of the Republic of Belarus.
Transfer of
monetary means specified in part two of this Article may be restricted in the
order and on the conditions determined by legislative acts of the Republic of
Belarus and/or according to a court resolution adopted in accordance with the
legislation of the Republic of Belarus and entered into legal force.
Article 12. Protection of property from nationalization and requisition
Property being
investments or being created as a result of carrying out investments may not be
gratuitously nationalized or requisitioned.
Nationalization
is possible only on motives of public necessity and subject to timely and full
compensation of the value of the nationalized property and other damages being
caused by the nationalization.
The order and
conditions of the nationalization, and also payment of the compensation of the
value of property being nationalized and other damages being caused by the
nationalization are determined in the basis of the law on order and conditions
of the nationalization of this property adopted in accordance with the
Constitution of the Republic of Belarus.
Requisition is
possible only in the events of natural disasters, accidents, epidemics,
epizootic and under other circumstances having an extraordinary nature in the
interests of the society on a decision of state bodies in the order and on the
conditions established by law with payment of the value of the requisitioned
property to the investor.
An investor the
property of which is requisitioned is entitled, upon termination of the effect
of circumstances in relation to which the requisition is effected, to demand
through the court the return of remaining property.
The amount of
compensation provided by part two and four of this Article may be appealed by
the investor in the court.
Article 13. Settlement of disputes between an investor and the Republic
of Belarus
Disputes between
an investor and the Republic of Belarus arising in the carrying out of
investments are settled under a pre-trial procedure through negotiations,
unless otherwise established by the legislative acts of the Republic of
Belarus.
Disputes between
an investor and the Republic of Belarus not regulated under a pre-trial
procedure through negotiations within three months from the day of receipt of a
written proposal about the regulation thereof are settled through court
proceedings in accordance with the legislation of the Republic of Belarus.
If disputes not
referred to the exclusive competence of courts of the Republic of Belarus,
arisen between an investor and the Republic of Belarus are not regulated under
a pre-trial procedure through negotiations within three months from the day of
receipt of a written proposal about the regulation thereof under a pre-trial
procedure, then such disputes may, at the option of the investor, be regulated
also:
in an arbitration
court being established for settlement of each specific disputed according to
the Arbitration Rules of the United Nations Commission on International Trade
Law (UNCITRAL), unless the parties agree otherwise;
at the
International Centre for Settlement of Investment Disputes (ICSID) in the case
if this foreign investor is citizen or legal person of a member state of the
Convention on the Settlement of Investment Disputes between States and
Nationals of Other States of March 18, 1965.
In the case if a
treaty of the Republic of Belarus and/or a contract concluded between an
investor and the Republic of Belarus establish/es otherwise in relation to the
settlement of disputes between the investor and the Republic of Belarus arising
in the carrying out of investments, then provisions of this treaty of the
Republic of Belarus and/or the contract concluded between the investor and the
Republic of Belarus shall be applied.
CHAPTER
4
RIGHTS AND DUTIES OF investors
Article 14. Rights of investors
Investors have
the right to exercise their property and non-property rights in accordance with
the legislation of the Republic of Belarus.
Investors are
recognized to have exclusive right to intellectual property objects.
Investors and/or
commercial organizations created in an established manner with participation of
an investor (investors) have the right to allotment of land plots in use,
lease, ownership in accordance with the legislation of the Republic of Belarus
on protection and use of lands.
Article 15. Right to create a commercial organization
Investors have
the right to create in the territory of the Republic of Belarus commercial
organizations with any volume of investments in any organizational and legal
form provided by the legislation of the Republic of Belarus having regard to
restrictions established by Article 6 of this Law.
Commercial
organizations are created and registered in the territory of the Republic of
Belarus in the order established by the legislation of the Republic of Belarus
irrespective of the participation in such an organization of a foreign
investor.
Foreign investors
are entitled, upon creation of a commercial organization, acquisition of
shares, stakes in the statutory fund, stocks in the property of a commercial
organization, including instances of increasing the statutory fund of a
commercial organization, to make their contribution in foreign currency and/or
Belarusian rubles, and also a non-monetary contribution having its value
assessment, in the order established by the legislation of the Republic of
Belarus.
Article 16. Right to benefits and preferences
When carrying out
investments into priority activities (sectors of the economy) and in other
cases established by legislative acts of the Republic of Belarus and/or
international legal acts binding for the Republic of Belarus, investors are
entitled to use benefits and preferences in accordance with the legislation of
the Republic of Belarus and/or international legal acts binding for the
Republic of Belarus.
Article 17. Right to conclusion of a contract (contracts) with the
Republic of Belarus
An investor has
the right to conclude a contract (contracts) with the Republic of Belarus,
related to carrying out investments, in the order and on the conditions
established by the legislation of the Republic of Belarus.
For purposes of
creating additional conditions for carrying out investments, an investment or
investors have the right to conclude an investment contract with the Republic
of Belarus.
An investment
contract with the Republic of Belarus is concluded on the basis of a decision
of a state body and another state organization determined in accordance with
the legislative acts of the Republic of Belarus.
An investment
contract with the Republic of Belarus must determine:
object, volume,
time limits, and conditions for carrying out investments;
rights and duties
of the investor (investors) and the Republic of Belarus;
liability of the
contract parties for non-compliance with its terms and conditions;
other conditions
determined in accordance with the legislative acts of the Republic of Belarus.
Article 18. Right to attract into the Republic of Belarus of foreign
citizen and stateless persons for carrying out labour activity
Investors and/or
commercial organizations created in an established manner with participation of
an investor (investors) have the right to attract into the Republic of Belarus
of foreign citizens and stateless persons, including those not having the
permit for permanent residence in the Republic of Belarus, for carrying out
labour activity in the Republic of Belarus under labour contracts in accordance
with the legislation of the Republic of Belarus.
Articles 19. Duties of investors
Investors are
obliged:
to observe the
Constitution of the Republic of Belarus and acts of legislation of the Republic
of Belarus adopted in accordance therewith;
to abstain from
committing actions constituting unfair competition, and also actions (omission)
directed at preventing, eliminating or restricting the competition, causing
harm to rights, freedoms, legitimate interests of other persons;
exercise other
duties established by the legislation of the Republic of Belarus.
Chapter
5
final Provisions
Article 20. Introduction of changes into the Investment Code of the
Republic of Belarus
[translation not provided]
Article 21. Transitional provisions
Until acts of
legislation of the Republic of Belarus is brought in accordance with the
present Law, they are applied in the part not contradicting this Law, unless
otherwise provided by the Constitution of the Republic of Belarus.
Commercial
organizations which have been recognized as commercial organizations with
foreign investments prior to the entry into force of this Law are entitled:
to use in their
names words indicating participation of a foreign investor (foreign investors)
till the retirement of the latter from the participants of the commercial
organization;
to form the
statutory fund in the amount indicated in the statute (constituent contract for
a commercial organization which operates only on the basis of the constituent
contract) within two years from the entry into force of this Law in the case if
the statutory fund has not been formed in the indicated amount on the date of
entry into force of this Law;
to change the
amount of the statutory fund indicated in the statute (constituent contract for
a commercial organization which operates only on the basis of the constituent
contract), but not less than the minimal amount established by the legislation
of the Republic of Belarus, in the order provided by the legislation of the
Republic of Belarus.
Article 22. Measures on implementation of provisions of this Law
The Council of
Ministers of the Republic of Belarus shall, within a six-month period:
ensure the
bringing of the acts of legislation of the Republic of Belarus in compliance
with this Law;
take other
measures necessary for implementation of provisions of the present Law.
Article 23. Entry into force of this Law
This Law enters
into force in the following order:
Articles
1–21 – in six months after the official publication of this Law;
Article 22 –
after the official publication of this Law.
President of the
Republic of Belarus |
A. Lukashenko |
* unofficial translation *