A foreign manufacturer has been selling into Belarus through an independent distributor for years, and the arrangement has run its course. They want their own people in-country. They want to invoice Belarusian customers directly instead of through a middleman taking a margin. Two advisers have told them to open a representative office, and someone has quoted them a timeline. The question that lands on the Belarusian advocate’s desk is which form to use and how quickly it can be done.
The uncomfortable part of the answer is that a representative office would not let them do the one thing they came to do. An RO cannot trade — not on restricted terms, not at all. So before the timeline conversation is worth having, the form has to be right, and getting the form right in Belarus in 2026 means knowing something that a good deal of the published guidance has not caught up with: that a foreign company can now open a branch and run a business through it, which it could not do before late 2024.
This is a decision with three options, and they are not close substitutes. What follows is what each one actually permits, who carries the liability, where tax attaches, and a sequence for working out which fits — written for the foreign head office and its counsel deciding how to land in Belarus.
| Separate legal entity? | No | No | Yes |
| Can it trade? | No — representation only | Yes, since 19 Nov 2024 | Yes |
| Who is liable | The foreign parent | The foreign parent | The subsidiary itself |
| Registered by / with | Executive committee, in the Register | Executive committee, in the Register | Registering authority, in the Unified State Register |
| Permanent establishment? | No | Yes — this is now the route to it | Taxed as a resident entity |
| Typical use | Market presence, liaison | Trading without a separate entity | Full local operation |
Start here, because it is the form most often chosen by mistake.
A representative office is a subdivision of the foreign company, physically present in Belarus, that represents and protects that company’s interests. It can hold meetings, run negotiations, study the market, promote the parent, and give a foreign business a real address and real people on the ground. What it cannot do is conduct entrepreneurial activity. No commercial contracts in its own right, no invoicing customers, no taking payment. The line is not “limited commercial activity” — it is none.
This catches people because an RO looks like a cheap way to start trading, and it is not a way to trade at all. Treating it as one is the single most expensive mistake in this area, usually discovered when someone tries to raise an invoice.
The permit comes from the oblast or Minsk City executive committee — worth stating plainly, because much of the currently circulating guidance still sends applicants to the Ministry of Foreign Affairs. The MFA held this function until 2018, when it passed to the executive committees; the MFA’s own representative-office page records the transfer. A state duty is payable for each year of the permit, at different rates for commercial and non-commercial foreign organizations, and the permit runs for a fixed term rather than indefinitely. Our page on the representative office sets out the documentary requirements.
This is the section that matters most, because it is the part of the picture that changed and the part readers are most likely to have wrong.
Until late 2024, the position was the one most foreign counsel still remember: a foreign company could not run a business in Belarus through a branch, and had to choose between a non-trading representative office and a full subsidiary. Law No. 312-З of 13 November 2023 rewrote Article 51¹ of the Civil Code, and with effect from 19 November 2024 the rule is different. A branch of a foreign legal entity is now a subdivision, located in Belarus, that performs all or part of the entity’s functions, and a foreign legal entity may conduct entrepreneurial activity through one.
In practice, that means a branch can do what an RO cannot. It can conclude contracts in connection with the parent’s business, deliver goods and services, and generate revenue in Belarus. It is not a separate legal entity — the foreign parent is the contracting party, and the branch is the parent operating locally under its own registration. It is opened on the decision of the oblast or Minsk City executive committee, and it is treated as open and entitled to operate from the date the executive committee enters it in the Register of Representative Offices of Foreign Organizations and Branches of Foreign Legal Entities. The review period is 30 working days, extendable to two months where the committee has to consult other state bodies, and a branch now files an annual written report on its activity.
One caveat that belongs in any honest account. The right to run a business through a branch is not unlimited: legislation may restrict the activities a foreign entity can carry on through one, so a branch cannot simply assume it may do in Belarus everything the parent does abroad. And the procedural detail sits largely in subordinate regulation — Resolution No. 408 as amended in November 2024 — rather than in the Code, which is worth knowing for a foreign head office that values predictability, because subordinate rules move more easily than codes do. The distinction between a branch and a subsidiary is drawn on our branch and subsidiary registration page, and the underlying instruments are published on pravo.by.
The branch being newly available does not make it automatically right. For a great many foreign entrants, the subsidiary remains the better answer.
A subsidiary is a Belarusian legal entity in its own right, almost always an LLC. It has its own balance sheet, signs its own contracts, and — the point that decides most cases — carries its own liability. It is also the form that Belarusian banks, counterparties and counsel are most comfortable dealing with, simply because it is the most familiar and the most self-contained. For a business intending to operate in Belarus properly rather than test the market, the question is usually not whether to incorporate a subsidiary but which corporate form it should take. Our LLC registration page covers the default vehicle; the joint stock company page covers the cases where a CJSC fits better.
A comparison table gives these three lines. For most head offices it’s the whole decision.
Start with what a branch and a representative office actually are: the foreign parent itself, operating in Belarus under another name. Not a related company — the same company. So the obligations they take on are the parent’s obligations, and a claim against the Belarusian operation is a claim against the parent, enforceable in principle against the parent’s assets wherever they happen to be.
A subsidiary cuts that cord. It’s a separate legal person, and in the ordinary case its debts stop at its own balance sheet instead of traveling back up to the owner. That single difference is the whole of what separates the two routes, and it usually matters more than the set-up cost and the timeline that these conversations tend to open with. Where the Belarusian activity carries genuine commercial or regulatory risk, a subsidiary does something for the parent that a branch simply can’t.
Tax is where this decision is often really made. Since the 2024 changes, it drives the choice of form more than any other single factor.
The mechanism is straightforward. The Tax Code was amended alongside the Civil Code, and Article 180 now identifies a branch of a foreign legal entity as the permanent establishment through which that entity operates in Belarus. Which means a branch is now the route to PE status — and for a head office whose tax planning depends on having a permanent establishment, that one fact can decide the entire entry-form question before liability or cost even come up.
What each form does with tax follows from there. A branch with PE status is taxed on the profit its Belarusian activity earns, with foreign costs needing the documentary support the Code requires. A subsidiary pays tax as a resident company. A representative office generates no trading profit to tax, which is the flip side of not being able to trade. Beyond profit tax, the things that quietly add up — withholding on repatriation, VAT registration, payroll and social security for local staff — all vary by form too, and all need to be on the table before the form is fixed.
One point to confirm with the advocate rather than take from this article: the precise scope of what now qualifies as a PE, and whether any pre-2024 route to PE status survives alongside the branch. The direction of the change is clear; the edges are worth pinning down for a specific case.
Four questions, in this order. Most head offices have their answer by the second.
Will the Belarusian presence conclude contracts or take payment? If yes, a representative office is out, and the choice narrows to a branch or a subsidiary. If no — if the presence genuinely only liaises, represents and promotes — an RO may be all that is needed, and it is the lightest of the three.
Can the parent accept direct liability for Belarusian obligations? If the activity is low-risk and the parent is comfortable standing behind it, a branch is viable. If the activity carries real exposure and the parent wants it contained, the subsidiary earns its extra cost here, and this is where the decision usually settles.
Do you need permanent establishment status? If the head office’s tax planning depends on having a PE in Belarus, that now points specifically at a branch, and this question may override the second one.
Is this a market test or a commitment? A time-boxed look at the market may justify starting with an RO and converting later. A settled intention to operate usually justifies going straight to a subsidiary and not migrating forms halfway.
The operational overlays worth having in view before the form is fixed.
Banking is very important. A branch and a representative office open accounts on a different footing from a resident subsidiary, and the account-opening step is usually where the real time goes — far more than the registration. Enhanced due diligence applies to anything foreign-owned. Our article on opening a corporate bank account as a non-resident covers what to expect, and currency-operation rules sit with the National Bank. Get this moving early; it’s the part most likely to slip.
Sanctions exposure varies with the form. A branch keeps the Belarusian activity on the parent’s own books, because the branch is the parent. A subsidiary holds it inside a separate legal person. Neither removes the exposure, but the difference is real to a parent’s compliance function, its auditors and its banks, and it’s worth weighing before registration rather than after.
Beneficial ownership disclosure is the third, and it applies to all three forms without exception. What changes is the paperwork, not the principle. For a branch or a representative office, the records run through the executive committee; for a subsidiary, they run through the Unified State Register, with the Minsk City Executive Committee handling filings in the capital.
The cost categories a head office should budget for, with ranges to be supplied by the firm before publication:
The comparison worth putting in front of the client is not the three set-up costs against each other, but each form’s total cost of ownership against what that form actually lets them do.
No. A representative office represents and protects the foreign company’s interests and cannot conduct entrepreneurial activity. That rules out commercial contracts in its own right, invoicing and taking payment. If the Belarusian presence needs to do any of those, the choice is a branch or a subsidiary.
Yes — since 19 November 2024. The Civil Code was amended so that a foreign legal entity may conduct entrepreneurial activity through a branch located in Belarus. A fair amount of older guidance still says this is not possible; it predates the change. The one qualification is that legislation may restrict which activities can be carried on through a branch, so it is not a blanket permission to do anything the parent does abroad.
The branch — and for a lot of head offices this is the fact that settles the whole entry-form question. The Tax Code now identifies a branch of a foreign legal entity as the permanent establishment through which that entity carries on business in Belarus. The other two don’t get you there: a subsidiary is taxed in its own right as a resident, and a representative office generates no trading activity to attach a PE to. So if your Belarusian tax position depends on having a permanent establishment, the branch isn’t one option among three — it’s the option.
Yes. A branch is not a separate legal entity — it is the foreign parent operating in Belarus, so the parent is the contracting party and carries the obligations the branch incurs. If insulating the parent from the Belarusian activity matters, a subsidiary rather than a branch is the form that does it.
This is one to confirm for the specific case rather than assume. Whether an existing RO can be transitioned, or whether it has to be closed and the new form opened afresh, is worth checking before committing to an RO as a first step — particularly if the plan is to start light and scale up.
In general each can have people on the ground, and a branch and a subsidiary can employ locally, with the payroll and social-security treatment following the form. The specifics, including any work-permit steps for foreign nationals heading the presence, are worth confirming for the particular case.
Less than you’d think turns on the registration, and more on everything around it. A branch opening takes 30 working days to review, sometimes two months. An RO and a subsidiary run to their own timelines. But the step that actually sets the pace is usually the bank account, not the filing — so start that one early, whichever form you pick.
Go back to the manufacturer at the top. Their instinct — or their advisers’ — was a representative office, and it was wrong for a simple reason: they wanted to invoice, and an RO cannot. Once the requirement is to trade, the real choice is between a branch and a subsidiary, and it turns on two things. Whether the parent will accept direct liability for the Belarusian activity, and whether the head office needs a permanent establishment, which now means a branch specifically.
The change worth carrying away is the one most guidance has not absorbed. Since November 2024 a foreign company can run a business through a branch in Belarus, and a branch is now the vehicle for permanent-establishment status. That has not displaced the subsidiary — the subsidiary still wins wherever containing liability in a separate legal person is the priority — but it has added a genuine third option where, not long ago, there were effectively two.
For case-specific scoping — permitted-activity analysis, the branch-versus-subsidiary decision, permanent-establishment planning, or setting up whichever form fits — contact our team. We handle representative offices, branches and subsidiaries for foreign head offices from the first documentary step through to a working Belarusian presence, alongside the company formation workflow and the legalisation of the parent’s documents that every route requires.
You’ve registered the company. Now nothing moves until the bank account is open — no incoming payments, no payroll, no settling with suppliers. For foreign founders, this step is usually harder than the registration itself. Not dramatically harder, but less predictable. Each bank makes its own compliance call, and not every bank is the right […]
A Russian founder looking at Belarus usually approaches it with one of two assumptions, and it is worth unsettling both at the start. The first is that Belarus is more or less Russia — a near-identical neighbour where setting up must be trivial and the company will run on familiar rules. The second, more common […]
A founder who has read up on the individual moving parts — how a power of attorney is legalized, whether a company should be an LLC or something else, why an electronic signature is not the shortcut it first appears — reaches the point of wanting the whole thing laid out in order. Not this […]
