antimonopoly body discovers the fact that the information submitted is inaccurate and/or incomplete. The approval or reasonable refusal is to be made within 30-days period of the application and is deemed to be valid during 12 months after issuing.
7.1.2. Antimonopoly control for transactions with stock (shares) According to Clause 12 of the Law the following transactions with stocks (shares) require the approval of the antimonopoly body: – a business entity covering more than 30 % of certain goods purchases the shares in the statutory fund of another business entity dealing with the same goods; – a business entity covering more than 30 % of certain goods enters into transactions with stock of another business entity dealing with the same goods; – any legal entity or individual, foreign state, international organization purchases more than 25 % of stock (shares) in statutory fund of a business entity, as well as makes a transaction giving to such persons the decision-making power with regard to any business entity having the dominant position on goods market; – legal entity or individual, the groups of thereof, as well as foreign state, international organization or the bodies thereof acquire control over the business activity of a business entity or carry out functions of its management body (so-called “acquisition of control”). Regarding the last case from the list above, the provision of the Law seems to be vague as it stipulates no explicit criteria to define which transactions should be considered as acquiring control over activity of the company. These criteria are listed in the Edict of the President of the Republic of Belarus № 499 “On some measures on improvement of antimonopoly regulation and developing of competition” dated October 13, 2009. According to the Edict the antimonopoly body is entitled to approve acquisition of more than 20% of stocks or shares in the statutory fund of a legal entity (under share purchase agreement, trust agreement, joint venture agreement, agency), if balance sheet value of assets of such legal entity exceeds 100 000 base units as of last reporting date or range of revenues generated from marketing products (works, services) exceeds 200 000 base units following the results of fiscal year. That is the only case when approval is mandatory. In any other cases there is no need to apply for it. Normally, it takes 30 days to obtain the decision. As in the case with holding company the decision may be either positive or negative. Negative one is issued if a transaction may result to appearance or strengthening of dominant position of a business entity on goods market and/or limitation of competition.
7.1.3. Non-compliance with the obligation to obtain the approval Civil law consequences In accordance with Clause 12 (6) of the Law a transaction made in breach of the Law which has resulted to appearance or strengthening of dominant position of a business entity on goods market and/or limitation of competition, may be invalidated by an action of the antimonopoly body or any interested party in a judicial proceeding. Non-compliance with this obligation itself will not cause invalidation. Essential condition is the fact that a transaction has resulted appearance or strengthening of dominant position of a business entity on goods market and/or limitation of competition. However this must be proved in court.
Doing Business in Belarus 2011
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