Belarus has become an increasingly attractive region for foreign investors in recent years. The opening of representative offices of companies from different parts of the world testifies to the growing confidence in the local market and the integration of Belarus into the international economy. This creates new jobs and facilitates the exchange of knowledge and technology. In this article, we will consider the specifics of establishing representative offices in Belarus, the benefits of representative offices for foreign companies, the procedure for registering a representative office of a foreign commercial company and informing government authorities about opening a representative office.
What is a representative office of a foreign company in Belarus?
A foreign company’s representative office in Belarus is a separate division of this company, which does not act on its behalf (e.g., concludes contracts, hires employees, etc.) but on behalf of the company. A representative office is not registered in Belarus as a separate company but is created to represent and protect the interests of a foreign company.
It is possible to open a representative office of a foreign non-profit company and a representative office of a foreign commercial company in Belarus. We are considering the specifics of opening a representative office of a foreign commercial company.
The representative office of a foreign company must have a name that includes that company’s name.
When a representative office is considered established
To open a representative office of a foreign company, you need to obtain permission to open a representative office in a government agency at the location. Depending on the location of the representative office, permits are obtained from the central departments of justice of the regional executive committees or the Minsk City Executive Committee.
The representative office has the right to conduct business from the moment it receives a permit to open at the Main Department of Justice at the location of the representative office.
What is the benefit of a representative office in Belarus for a foreign company?
Opening a representative office of a foreign company in another country, including Belarus, has several key advantages and values for the company itself:
1. Strengthening the market presence
The representation allows the company to expand its influence and increase its share in a new market, ensuring closer interaction with local consumers, partners and customers.
2. Establishing local connections
A representative office’s presence helps establish trusting relationships with local business partners, which can open up new opportunities for cooperation and business development.
3. Adaptation to local conditions
The representation allows the company to better understand local markets, cultural characteristics, and consumer needs, which allows it to adapt products and services to specific customer needs.
4. Simplification of business processes
By existing locally, the company can respond faster and more effectively to changes in the market environment, Regulation and competitive situation.
5. Optimization of logistics
Office localization can improve the efficiency of logistics operations, reduce transportation costs, and ensure faster delivery of goods and services.
6. Tax advantages
In some cases, a representative office can provide access to various tax benefits and incentives local legislation offers for foreign investors.
7. Image and trust
Opening a representative office can enhance the company’s reputation in the eyes of local consumers and business circles, signaling long-term intentions and interest in developing relations with the local market.
8. Attracting talent
A representative office can help a company attract local talent, which in turn helps introduce new ideas and improve the quality of services and products.
Thus, opening a representative office of a foreign company is a strategically important step that can significantly affect its success and growth in a new region.
Why can a foreign company open a representative office in Belarus?
A foreign company may open a representative office in Belarus only for auxiliary activities, as well as in particular:
- To prepare for creating Belarusian companies, including those with foreign investments.
- To explore business opportunities for the benefit of this foreign company.
- To study the markets of goods and services.
- To participate in the implementation of international agreements with Belarus.
- To sell tickets and book seats in airlines, railway, automobile and marine companies.
It is possible to open a representative office for socially valuable purposes. However, public utility needs to be justified by a government agency interested in such activities. The consent of such a body is one condition for obtaining permission to open a representative office.
When a foreign company will not be allowed to open a representative office
The activities of a representative office of a foreign company should not contradict the interests of Belarus as a state, as well as the rights and interests of citizens.
The representative office of foreign insurance companies is not allowed to conduct insurance activities in Belarus, including advising and informing about insurance services.
What steps should be taken to open a representative office of a foreign company in Belarus?
To open a representative office in Belarus, we recommend following the following steps, which can be completed accompanied by experienced lawyers:
Step 1. We define the goals for which we need to open a representative office in Belarus.
These should be allowed goals. The objectives will need to be included in the Provision on Representation. Experienced lawyers will help you choose the correct wording and draw up a Position.
Step 2. We identify representatives or a representative who will deal with the opening of a representative office
To resolve issues related to the opening of a representative office, you can choose one of the options or both at once:
- Option 1.
To send a company representative on a business trip, authorize him with a power of attorney. In a power of attorney, you need to list the actions a representative can perform to open a representative office, mainly to apply for a permit. The power of attorney must be translated into Russian or Belarusian and notarized.
The head of a foreign company can represent it; he does not need a power of attorney, - Option 2.
To agree with a law firm that provides legal services in Belarus, including representing the interests of foreign companies. The contract, which specifies the powers of lawyers to open a representative office and a power of attorney for a specialist who will deal with the opening of a representative office, will be drawn up by the Belarusian company itself.
Step 3. Determine the location of the representative office
Experienced lawyers will assist in finding a suitable location based on the client’s wishes and will help to make preliminary arrangements with the owner.
The place where the representative office will be located must be determined in advance to:
- Specify the address in the Regulations on the representation of a foreign organization.
- Know which regional executive committee to apply for permission to open a representative office.
Step 4. We obtain evidence of the legal status of the company in the country of registration
The documents submitted to the Department of Justice to obtain permission to open a representative office include a legalized extract from the commercial register of the state in which the company was established or another document confirming that the company actually exists.
Such a document must be received six months before submission to the executive committee. You can submit notarized copies of the necessary documents instead of the original.
Step 5. We define the organizational structure of the representative office
The organizational structure of the representative office will need to be specified in the Regulations on Representation.
It is necessary to determine who will be the head of the representative office since this person usually (but not necessarily) receives permission to open it, opens bank accounts for the representative office in Belarus, and hires employees. The Regulation requires the specification of the head of the representative office’s competence.
The number of foreign employees in the representative office and the head is no more than 5. You will need to specify the positions of employees in the Regulation.
Step 6. We approve the Regulation on representation
Our experienced lawyers will assist you in drafting the Regulations on Representation. In the Regulation, you will need to specify:
- The purposes for which the representative office is opened.
- The address where the representative office is located.
- The organizational structure of the representative office.
- The competence of the head of the representative office.
- The Regulation also describes the order in which the activities of the representative office are terminated.
A foreign company approves the regulations on representation.
Step 7. We pay the state fee
Applying for a package of documents to open a foreign company’s representative office is a paid procedure. To do so, you must pay 65 basic units to the Belarusian budget. This is 2,600 Belarusian rubles (or about 770 euros) for August 2024.
Step 8. We submit documents for obtaining permission to open a representative office
A representative of the company submits a package of documents to the Department of Justice of the regional executive committee or Minsk city:
1. Application for permission to open a representative office. An experienced lawyer will form such a statement for your company. An authorized representative of a foreign company signs the application. Several mandatory information must be specified in the application. In particular, information about the company, the purpose of opening a representative office, personal data of the head of the representative office and data on his identity document.
2. A legalized extract from the commercial register or other proof of the company’s existence that opens a representative office is required. A translation of this document into Russian or Belarusian is required.
3. Regulations on representation.
4. Notarized powers of attorney or copies thereof (also notarized) for the head of the representative office and the person who deals with the opening of the representative office (if such a person was involved).
5. Document the payment of the state fee. A foreign company representative can pay the state fee online; in this case, they write about it in the application for permission to open a representative office and indicate the number of payments made.
Step 9. Get permission to open a representative office of a foreign organization
The permit is issued within 30 days from the date the package of documents is submitted to the General Directorate of Justice at the representative office’s location. Sometimes, the period can be extended up to 2 months, as the executive committee sends requests to other government agencies and companies.
The permit will not be issued when the company has not collected the necessary documents when the documents do not meet the requirements, or when the representative office’s wrong goals are indicated.
The permission to open a representative office is a document in Belarusian. The permit is valid indefinitely.
Step 10. Open a bank account
To open a bank account in a Belarusian bank, we suggest contacting an experienced lawyer who will select a bank with optimal service conditions and collect a package of documents for opening an account.
Step 11. We inform the interested state bodies
After obtaining permission to open a representative office, you need to:
- Register with the tax inspectorate within ten working days at the location, with the Social Protection Fund (as a payer of mandatory insurance premiums), and at the Department of Belgosstrakh for compulsory accident insurance of employees.
- Within one month, inform the executive committee about tax registration and registration with the Social Protection Fund and Belgosstrak.
- Draw up a staffing table and send it to the executive committee within a month.
Contact us
If you have any questions or disputes regarding registration of a representative office of a foreign company , we will be happy to help! Our long-term experience in divident payment will help you resolve any disputes in this area.
- +37529366-44-77 (WhatsApp, Viber, Telegram);
- info@ambylegal.by.
