Changes in legislation on, and transactions with, affiliated persons

Belarus has expanded the list of affiliated persons, detailed procedure on making decisions, and disclosing information on interested-party transactions.

The new Corporate Law adds deputy directors (deputy general directors) to the list of affiliated persons.

New rules set forth the term for affiliated persons to notify the general shareholders’ meeting about company transactions, either ongoing or expected, known to them in which affiliated persons may be interested. The wording “immediately” was changed to the more precise: “no later than five days from the date affiliated persons became aware of the corresponding information”.

In case of causing losses to the company, affiliated persons are now liable for failure to provide, or delay in providing, information required by law.

The new Corporate Law for the first time regulates the procedure for amending interested-party transactions: terms and conditions of a transaction are amended by resolution of the company governing body that adopted the resolution to make the transaction.

New rules specify the term for publishing information about ongoing interested-party transactions, which the company must disclose no later than three days from the date of adopting the corresponding resolution by publishing it for the general public in the print media listed in the company’s articles of association and (or) on the company website. Information on the essential terms and conditions of the transaction should also be disclosed.

Additionally, the new Corporate Law adds two additional cases when a resolution on making an interested-party transaction adopted by the general shareholders’ meeting or board of directors is not required:
• when a stock company acquires its own stocks by resolution of the company or on request by its stockholders;
• when company shareholders make gratuitous contributions to company property which do not lead to an increase in the company’s statutory fund or a change in the size of the shares (par value of shares) owned by the company shareholders.

The new rules also establish that the company as issuer should disclose information on party-interested transactions in which affiliated persons are involved in the manner, terms, and scope set forth by securities legislation.

The changes came into legal force on 28 April 2021.

National legal internet portal of the Republic of Belarus (NLIP) 27.01.2021, 2/2815

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