New Belarus Company Law changes the procedure for formation and activity of boards of directors

Clarification of the legal basis for supervisory boards and transfer of regulatory authority to the company’s articles of association.

With the entry into force of the amendments, it will be prohibited to set restrictions in the company’s articles of association on election of members to a company’s supervisory boards, for example, the requirement that such a member must also be an employee of the company.

On the other hand, a restriction has been introduced for membership of representatives of a collective executive body on the supervisory board: for example, the supervisory board may include no more than one member of such a body, but not its head.

Now all company articles of association must contain requirements for the qualifications, professional and other qualities of candidates to the board of directors. In addition, the articles of association or a local act of the company approved by the general meeting of the company should reflect the procedure for convening the board of directors and the procedure for its decision-making.

The Law for the first time sets minimum standards for convening the supervisory board. These can be amended and supplemented in the articles of association.
A meeting may now be convened not only on the initiative of the chairman of the board of directors, but also at the request of
• the executive body,
• a member of the board of directors,
• the audit commission (auditor),
• the audit organization, as well as
• other persons defined in the company’s articles of association.

The possibility of participating in supervisory board meetings remotely using telecommunications systems (referred to in the law as “remote service systems”) is now also regulated: the law permits such participation if the procedure for it is regulated in detail in the company’s articles of association.
The minutes of the supervisory board meeting must be drawn up no later than three days after the end of the meeting.
The cases and procedure for appealing decisions of the supervisory board, the composition of persons entitled to appeal, as well as cases where the court, despite the presence of formal violations, may uphold a decision, are described in more detail. The deadline for appeal is two months.

The law obliges all companies to adapt their articles of association to the new legal situation upon the first amendment and (or) supplementation of their articles of association after the new version of the Company Law comes into force. Until they are adapted to the new version of the Company Law, the company’s articles of association are valid only to the extent that they do not contradict the new version of the Company Law, which in practice may be somewhat difficult.

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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