Opening a representative office of a foreign organization
Any foreign company can open a representative office in Belarus with the aim of representing and protecting its interests, studying the market and the possibility of investing, supporting customers.
What is a representative office of a foreign organization?
Legal status
A representative office is a separate division of a foreign company that is not an independent legal entity and does not carry out commercial activities located in the Republic of Belarus. The procedure for opening and carrying out activities of a representative office in Belarus is regulated by the Civil Code of the Republic of Belarus and the Regulation on the procedure for opening and operating representative offices of foreign organizations, approved by the Council of Ministers of the Republic of Belarus No. 408 of 05/30/2018.
What bank accounts can a representative office open?
The representative office has the right to open current (settlement) accounts, deposit accounts, as well as others established by applicable law, in the banks of Belarus. A bank account can be opened by a representative office both in Belarusian rubles and in foreign currency.
Taxation
The representative office of a foreign company opened in the Republic of Belarus is not an independent taxpayer, but fulfills the tax obligations of the foreign organization that created it.
Mandatory payments paid by the representative office include:
contributions to the Social Security Fund;
property tax.
Labor relations with employees
The head of the representative office, appointed by the organization that opened it, acts on the basis of a power of attorney. Labor relations in representative offices fall under the jurisdiction of the Belarusian legislation.
Both Belarusian citizens and foreigners can be hired to work in the representative office. For the employment of foreign citizens it is necessary to obtain a special permit to engage in labor activity in the Republic of Belarus. In total, no more than 5 foreign citizens, including a manager, can be hired in a representative office.
What activities is the representative office of a foreign organization entitled to carry out on the territory of the Republic of Belarus?
A representative office opened in Belarus is entitled to carry out activities not related to making a profit. Thus, a representative office has the right to advise clients, provide support to clients, conduct negotiations, promote educational programs, and protect the environment and other activities.
Who can open a representative office of a foreign organization?
A representative office may be opened by any foreign organization, both non-profit and commercial. When a representative office is opened by a commercial organization, its activities should be of a technical nature: support, consultations, negotiations, etc.
Registration of Representative Office in Belarus
Registration of the representative office takes place in the executive committee of Minsk city or regional, depending on the chosen location. The registration deadline is 3 years with the possibility of renewal.
The procedure for opening a representative office in Belarus
Determine the location of the representative office
When choosing a location and, accordingly, registering a representative office in Belarus, it is necessary to take into account the fact that a change of address will entail the need to approve a new regulation on the representative office, as well as the replacement of the tax inspectorate and the Social Security Fund, if the new address is located in another region.
We develop and approve the provision on representation
Approval of the provision is mandatory for registration of a representative office in the Republic of Belarus. Such a provision is developed and approved by the authorized body of a foreign organization.
We issue powers of attorney to register a representative office
To register a representative office in Belarus, a foreign company issues a corresponding power of attorney to carry out this activity either to the head or to another person.
All powers of the person responsible for registration of the representative office must be indicated in the power of attorney.
The power of attorney drawn up in a foreign language must be translated into Russian or Belarusian, and the signature of the translator is approved by a notary.
Pay the state fee
To register a representative office, it is necessary to pay a state fee in the amount of:
65 basic units for each year of operation of commercial organizations;
20 basic units for each year of work of non-profit organizations.
Registration of representation in the executive committee
Together with the application for registration of a representative office signed by an authorized person, the following documents are directly submitted or sent by mail to the executive committee:
An extract from the trade register or another document confirming the legal status of the organization.
Regulation on the establishment of a representative office.
The power of attorney issued to the head of the representative office or to another person who is entitled to register the representative office.
A document confirming the payment of state duty.
For non-profit organizations, it is also necessary to provide an action plan aimed at achieving the goals of opening a representative office.
All documents drawn up in a foreign language must be translated into one of the state languages of the Republic of Belarus, certified and legalized in the prescribed manner.
Registration of a representative office in tax and other bodies
Registration with the Social Security Fund, BRUSP “Belgosstrakh”, Inspection of the Ministry of Taxes and Levies is carried out independently by the authorized representative of the representative office. It is necessary to register with the tax authorities within 10 days from the date of registration of the representative office. It is also necessary to open a bank account.
Registration of a representative office with the tax authorities
To register a representative office with the tax authorities, it is necessary to apply to the IMNS at the location of the representative office.
The application for registration is considered within 2 days, after which the representative office receives a notice on the assignment of the payer’s account number.
Registration of a representative office in the FSZN
For registration in the FSZN, it is necessary to apply to the department / office, which corresponds to the location of the representative office. In addition to the charter of the foreign company opening the representative office and the provisions on the representative office, permission is given to open a representative office and to notify the tax authorities about the assignment of a payer account number.
Consideration of the application and registration with the Social Security Fund is 2 days.
Registration of representative office in Belgosstrakh
At the location of the representative office, it is also necessary to register with the Belarusian State Insurance Company “Belgosstrakh” as the policyholder for compulsory insurance against industrial accidents and occupational diseases.
Together with the application, the insurer is provided with a copy of the permit to open a representative office.
Opening an account of a representative office in a Belarusian bank
Opening a bank account is mandatory for representation. The list of documents required to open an account may vary depending on the bank, but, as a rule, coincides with the list of documents necessary for registration with government agencies, namely, copies:
– of the charter of the foreign organization that opened the representative office.
– permission to open a representative office;
– provisions on representation;
– a document confirming the appointment of the head of the representative office;
-tax registration notices.
We send information to the registration authority
Registration in all state bodies, as well as opening an account with a bank, must be made no later than a month after the issuance of permission to open a representative office. At the same time, it is necessary to provide the registration authority with information about registration, opening a bank account, contact details of the representative office and the working hours.
The legislation provides for sanctions for failure to comply with the requirement to send the above information in the form of a decision on the termination of the representative office.
The cost of opening a representative office of a foreign company
The state fee for issuing permission to open a representative office, as well as renewing a permit, is from 20 to 65 base units – for representative offices of non-profit, charitable organizations and commercial organizations, respectively.
The cost of legal assistance to support the opening of a representative office of a foreign company in the Republic of Belarus varies and in each case can be completely different. Write to us for a commercial offer on the opening of a representative office in Belarus.
