The expansion of Belarusian companies into international markets is increasingly accompanied by the establishment of branches or representative offices in other countries. For many enterprises, especially those in IT, logistics, manufacturing, and consulting this is not only a step toward expanding their client base but also a way to increase business resilience, diversify risks, and strengthen international reputation.

Establishing a branch abroad allows a company to operate closer to target markets, hire local specialists, optimize taxation, and simplify interactions with foreign partners. At the same time, it is important to understand that a foreign branch is not just a “second office,” but an independent element of the corporate structure, subject to local legislation, tax regulations, and currency control.

Belarusian law does not restrict companies from opening representative offices or branches abroad. However, each country imposes its own requirements for registration, reporting, documentation, and the status of foreign businesses. Errors at the preparatory stage can lead to tax risks, difficulties in repatriating profits, or the recognition of the branch as a “permanent establishment” with higher tax obligations.

In this article, we will explore how a Belarusian company can open a branch abroad, the legal and organizational steps required, the tax and currency considerations to keep in mind, and situations where alternative forms of presence, such as a subsidiary or a representative office may be more appropriate.

Why Belarusian Companies Open Branches Abroad

Entering the international market through a branch is a logical stage of development for many Belarusian companies seeking to scale their business and strengthen their position beyond the country. The branch model allows a company to operate directly under the Belarusian company’s name while maintaining control over management, quality, and financial flows.

Primary goals of international expansion—access to new markets, partners, and investments

For Belarusian businesses, establishing a branch abroad provides a presence in key markets without creating a separate legal entity. The main motivations include:

• Access to new clients and partners: Presence in the target country increases brand trust and facilitates participation in tenders and local procurement, where preference is often given to companies with a local presence.
• Risk diversification: Operating in multiple jurisdictions helps balance tax and currency exposure and reduces dependency on economic fluctuations in one country.
• Attracting investments: Foreign partners are more willing to work with companies that have a registered entity in their territory, which simplifies contracts, audits, and joint projects.
• Operational convenience: The ability to open accounts in local banks, hire staff, and conduct transactions in local currency makes the business more flexible and responsive to the specific market.

Thus, a branch becomes a tool for sustainable international presence, enabling a company not only to export services but to be closer to clients and the business environment.

Advantages of the Branch Model: Flexibility, Local Presence, Customer Trust

A branch combines the control of the parent company with the ability to operate on-site, making it a convenient solution for strategic development. Key advantages include:

• Management flexibility: A branch is not a separate legal entity, so decisions are made faster, while the corporate structure remains centralized.
• Direct control over operations: All branch operations are reflected in the parent company’s accounting and tax records, simplifying financial oversight and reducing the risk of unauthorized actions.
• Local presence: Clients and partners value a physical presence—an office, employees, or a representative, which increases trust and strengthens brand image.
• Administrative cost savings: Unlike a subsidiary, a branch requires fewer resources for accounting, auditing, and share capital, as it does not need separate registration as a legal entity.

For Belarusian IT companies, engineering bureaus, and export-oriented enterprises, a branch is a convenient “fast-entry” format into a foreign market, allowing operations to begin without excessive bureaucracy.

When a Branch is Preferable to a Subsidiary or Representative Office

The choice between a branch, representative office, and subsidiary depends on business goals and planned activity levels.

A branch is suitable if the company:

• Plans to carry out commercial activities (selling goods, providing services, signing contracts).
• Wants to maintain direct control over operations and revenue.
• Does not require a separate legal entity in the host country.
• Seeks to optimize taxation within international agreements on the avoidance of double taxation.

Unlike a representative office, which only performs informational and marketing functions, a branch can conduct full commercial activity. Compared to a subsidiary, a branch:

• Requires lower startup costs.
• Is easier to administer.
• Allows more rapid repatriation of profits to the parent company.

However, in some jurisdictions, a branch may be considered a “permanent establishment” and thus be subject to taxation in the host country. Therefore, before opening a foreign branch, it is important to assess legal and tax consequences in both countries. Our lawyers can advise on opening branches in different jurisdictions and assist in the registration process.

Legal Basis for Establishing a Branch Abroad

Opening a branch abroad requires understanding the legal status of the branch as part of the Belarusian company, as well as its operational compliance with the host country’s laws. Proper preparation of documents and adherence to internal corporate procedures minimize risks and ensure correct taxation.

What a branch is under Belarusian law

Under Belarusian legislation, a branch is considered a separate subdivision of the parent company, created to conduct activities in another country. Key points include:

• A branch is not a legal entity; all its actions are carried out in the name of the parent company.
• A branch can enter contracts, receive income, and maintain accounting records, but the parent company is responsible for its obligations.
• Branch operations are reflected in internal company documentation, the charter, and consolidated financial statements of the parent organization.

Thus, under Belarusian law, a branch is a part of the company that ensures legal compliance and control over foreign operations without creating a separate legal entity.

Difference between a Branch, Representative Office, and Subsidiary

It is important to understand how a branch differs from other forms of international presence:

Representative Office:

• Performs informational and consulting functions.
• Cannot independently earn profit or conclude commercial deals.
• Suitable for market research and preparation for larger-scale expansion.

Subsidiary:

• Is a separate legal entity in the foreign jurisdiction.
• Bears responsibility for its contracts and taxes.
• Requires share capital, separate accounting, and local registration.
• Offers maximum legal independence but increases administrative costs.

Branch:

• Combines operational flexibility of a representative office with the ability to conduct commercial activities like a subsidiary.
• All financial performance is recorded in the parent company’s accounting.
• Does not require separate share capital but may be taxed as a “permanent establishment” in the host country.

Required Decisions and Documents from the Belarusian Parent Company

To open a branch abroad, a Belarusian company must prepare a set of internal and corporate documents:

1. Decision to establish a branch, approved by the board of directors or founders.

2. Branch regulations, specifying:

• Functions and powers.
• Procedures for interaction with the parent company.
• Allocation of financial responsibility.

3. Documents appointing the branch manager—power of attorney or decree specifying authorities.

4. Charter and registration documents of the parent company for legalization in the foreign jurisdiction.

5. Legalization of documents: apostille, notarization, and translation into the host country’s language.

These documents allow the branch to operate legally abroad, open accounts, sign contracts, hire staff, and maintain control and accountability at the parent company level.

Registering a Branch in a Foreign Country

After deciding to establish a branch abroad, the Belarusian company must go through a formal registration process, considering both internal corporate requirements and the host country’s legislation. Correctly completing all steps ensures legal compliance, facilitates taxation, and reduces the risk of registration refusal.

General registration process: from country selection to document submission

The process generally includes the following steps:

1. Selecting the country:

Assess market potential and demand.

Analyze legal framework, tax regime, and currency regulations.

Compare administrative costs and local operating expenses.

2. Preparing internal documentation:

Decision by the Belarusian company’s management to establish a branch.

Branch regulations outlining powers and functions.

Appointment of branch manager and definition of management procedures.

3. Collecting and preparing documents for foreign registration:

Charter and registration documents of the parent company.

Appointment documents for the branch manager.

Financial and tax information as required by the host jurisdiction.

4. Submitting documents to the relevant authority in the host country:

State register of legal entities or specialized register of foreign branches.

Payment of registration fees.

Receipt of official registration certificate.

The process usually takes 2–6 weeks, depending on the country and documentation complexity.

Requirements of the host jurisdiction: legal address, manager, reporting

Each country sets formal conditions for foreign branches:

• Legal address: A physical office meeting local standards for registration and official correspondence.
• Branch manager: Appointed by the parent company, with appropriate authority and, in some countries, local registration (residence permit or work authorization).
• Reporting and accounting: The branch must maintain local records per host country law, submit regular reports, and pay taxes on income recognized as a permanent establishment.
• Compliance with industry-specific regulations: Licenses, certifications, or registration with regulatory bodies may be required depending on activities.

Meeting these requirements ensures legal protection for both the branch and the parent company and minimizes tax risks.

Document legalization: apostille, notarization, translation

To recognize Belarusian company documents abroad, they must be legalized:

• Apostille or consular legalization confirms the legal validity of documents abroad. Apostille applies in countries that joined the Hague Convention; consular legalization is used elsewhere.
• Notarization confirms the authenticity of signatures and correspondence with originals.
• Translation into the host country’s official language—often notarized, especially for the charter, branch manager appointment, and financial documents.

Proper legalization speeds registration, reduces the risk of refusal, and ensures compliance with local legislation.

Tax and Currency Considerations for Branch Operations

After branch registration abroad, understanding the tax and currency regime is critical, as these aspects directly affect the efficiency of international expansion and the financial transparency of the parent company. Proper structuring of tax obligations minimizes risks and optimizes profit flows.

Branch taxation abroad: “permanent establishment” principle

A branch is usually treated by host country tax authorities as a “permanent establishment,” meaning:

• Any income earned by the branch in the foreign country may be taxed at local rates.
• The parent company is responsible for paying taxes through the branch.
• The branch is not a separate legal entity, so revenues and expenses are recorded in the parent company’s accounts, considering local tax rules.

Tax rates and expense recognition rules vary by jurisdiction, so tax planning should be carried out with lawyers and accountants familiar with the host country’s legislation before opening the branch.

Application of double taxation avoidance agreements

Belarus has signed over 70 agreements to avoid double taxation with various countries. A branch can use these agreements to:

• Reduce branch profit tax rates if income is recognized in both countries.
• Avoid double taxation of dividends, royalties, or interest when these amounts are repatriated to Belarus.
• Allocate the tax base correctly between the host country and the parent company.

Applying double taxation agreements allows Belarusian companies to optimize taxation and minimize disputes with foreign tax authorities.

Repatriating profits to Belarus and currency control

Transferring branch profits to Belarus requires compliance with the host country’s currency regulations:

• Profits can be repatriated as dividends, interest on loans, or reimbursement of branch expenses.
• Currency operations must follow local regulations, including notifying banks about international transfers and proper contract documentation.

Proper organization of repatriation minimizes currency exchange losses, additional fees, and tax risks.

Thus, a branch becomes an effective instrument for managing revenue flows bilaterally, enabling tax optimization and financial control.

Accounting for expenses and taxing parent company income

To ensure correct taxation, it is essential to properly account for:

• Branch expenses, including salaries, rent, marketing, and operational costs. These can be deducted from the parent company’s profit if properly documented and compliant with local law.
• Branch income, which is reflected in the parent company’s accounts considering local profit tax.
• Certain financial operations, such as intercompany loans, royalties, or payments for parent company services, must be on market terms to qualify as deductible expenses or recognized income.

This approach ensures full compliance with tax requirements in both countries and allows the branch to function as an efficient international channel without creating excessive tax burden for the parent company.

Practical Recommendations for Opening and Supporting a Branch

Opening a branch abroad requires not only knowledge of legal norms but also a strategic approach to jurisdiction selection, operational planning, and support at every stage. Mistakes at any stage can result in registration delays, financial losses, or tax risks.

Choosing a jurisdiction for a branch

When selecting a country, companies should consider several factors:

• Economic attractiveness and market potential: Market size, demand for products/services, competitors, and growth prospects.
• Legal environment and tax system: Profit tax rates, accounting and reporting requirements, possibility to apply double taxation treaties.
• Currency regulation and profit repatriation: Restrictions on fund transfers abroad and rules for dealing with foreign counterparties.
• Administrative requirements and branch maintenance costs: Rent, registration, accounting, and required staff.
• Availability of qualified personnel: Local labor market, ability to hire locally or transfer employees from Belarus.

The optimal jurisdiction combines tax and operational efficiency with ease of management and legal transparency.

Common mistakes during international expansion

Belarusian companies often encounter preventable problems:

• Underestimating local law requirements—neglecting branch registration or appointing a manager may lead to fines and illegal status recognition.
• Improper tax accounting—errors in branch income and expense reporting may cause double taxation or tax claims.
• Ignoring currency control—fund transfers without following local rules can impede profit repatriation and freeze accounts.
• Lack of local legal support—without specialists, the branch may face bureaucratic delays and legal risks.
• Insufficient staff preparation—errors in employment contracts, noncompliance with labor law, or lack of qualified personnel can reduce branch efficiency.

Planning, professional legal and accounting support, and careful oversight at each stage prevent these mistakes.

Importance of legal support at every stage

Legal support is critical for successful international expansion, including:

• Jurisdiction selection—assessing economic, tax, and legal attractiveness.
• Preparing corporate documents—decision to establish a branch, branch regulations, powers of attorney, and manager appointment.
• Branch registration—collecting and legalizing documents, submitting them to local authorities, and managing communications.
• Tax and currency support—optimizing taxation, organizing profit repatriation, ensuring compliance with currency rules.
• Labor law and HR—drafting employment contracts, obtaining work permits, complying with local labor legislation.

Comprehensive legal support shortens registration time, reduces risk of fines, and accelerates branch launch while ensuring compliance with legal and corporate standards.

Conclusion

Opening a Belarusian company branch abroad is a strategic step that allows companies to expand international presence, increase client and partner trust, and optimize revenue and expense management. Successful expansion requires careful attention to all legal, tax, and organizational aspects from choosing a jurisdiction to document legalization and staff management.

Our team of lawyers and accountants provides full support at every stage of international expansion:

• Advising on jurisdiction selection considering tax and legal conditions.
• Preparing all necessary documents, including corporate resolutions and registration papers.
• Supporting branch registration and interactions with government authorities.
• Providing tax and financial administration, including reporting and profit repatriation.
• Handling document legalization, notarization, translation, and employment contracts and permits.

With our support, a Belarusian company can safely, quickly, and efficiently open a branch abroad, minimizing risks and focusing on business growth and international presence expansion.

Contact us

If you have any questions about opening a Belarusian company branch abroad, we will be happy to help! Our long-term experience will help you choose a lawyer to represent your interests.

• +37529142-27-19 (WhatsApp, Viber, Telegram);
• info@ambylegal.by.