Expert guidance for opening your subsidiary in Belarus. Complete business setup and registration support services.
Registration of a Subsidiary in Belarus
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How to open a subsidiary in Belarus?
In order to carry out commercial activities in the territory of the Republic of Belarus, a foreign company is entitled to open a subsidiary. The founder of a subsidiary may be both a foreign legal entity and an individual.
A subsidiary in Belarus can be registered in the form of a unitary enterprise and business entity: LLC or CJSC.
A subsidiary unitary enterprise owns the property of the main enterprise under the right of economic management, that is, it is not entitled to dispose of the property of the owner in any way without his consent.
The property of CJSC and LLC is owned by this company.
The decision to establish a subsidiary is made by the head of the main company by making a decision or issuing an order.
Subsidiary – what is it?
Subsidiary enterprise – a separate division of a legal entity created on his initiative in the territory of a foreign state with the involvement of the property of the organization.
How does a subsidiary operate?
In carrying out activities, the subsidiary company represents its governing bodies, but is controlled by the parent company and acts on the basis of the Charter developed by the founder. The head of the subsidiary acts by proxy issued by the parent company.
The charter of the subsidiary, the power of attorney of the head contains the amount of authority and functions that the main company gives them.
Difference from branch and representative office
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Pros and cons of opening a subsidiary
Management of a subsidiary
The subsidiary is managed independently by the head of this company, however, in strict accordance with the strategy developed by the parent company. The head of the subsidiary and his authority are approved by the parent company.
Legal status and rights of a subsidiary
The creation and legal status of subsidiaries in the Republic of Belarus is regulated by the Civil Procedure Code, the Law “On Business Companies”, as well as other regulatory legal acts.
The scope of rights of a particular subsidiary is contained in the Articles of Association developed by the parent company of such an enterprise.
Influence of the parent company on the subsidiary
The subsidiary is controlled by the parent company. Such relations may be based on a controlling stake, as well as on the basis of an agreement. The control of the subsidiary is carried out by conducting inspections, audits, audits, as well as by providing the head of the subsidiary with the reports of the parent company.
Responsibility of the parent and subsidiary
The parent company is jointly and severally liable for the obligations of the subsidiary arising from the execution by such company of binding instructions to it. Also, the parent company bears subsidiary liability in case of economic insolvency of the subsidiary (through the fault of the parent company) in case of insufficient property. The subsidiary company is not liable for the debts of the main company.
Key Differences Between Representative Offices and Subsidiaries in Belarus
Taxation of Foreign Company Branch
A representative office only pays personal income tax and insurance for employees, plus property tax if applicable. A subsidiary company follows standard corporate taxation procedures in Belarus.
Licensing of Foreign Company Branch
Both representative offices and subsidiary companies must follow the same general licensing procedures when required. No special privileges are granted to either business structure.
Who Can Open a Foreign Company Branch
Representative offices can only be opened by foreign companies. Subsidiaries can be established by either foreign companies or foreign individuals as founders.
Hiring Foreigners in a Foreign Company Branch
Foreign employees can be hired by both structures. However, representative offices are limited to maximum 5 foreign employees, while subsidiaries have no such restrictions.
Company Registration Process
Why Us
Turnkey Solutions
We handle every aspect of your business setup in Belarus, from initial registration to ongoing operations, allowing you to focus on strategic business development.
Business Confidentiality
Your business information is protected with strict confidentiality protocols. We ensure secure handling of all sensitive documents and maintain absolute discretion throughout our partnership.
Management Company Services
Our professional team provides comprehensive management services, including administrative support, compliance monitoring, and local business operations management to ensure smooth functionality.
Superior Service Quality
We maintain the highest standards in all services through our experienced team of legal and business experts, ensuring precise execution and professional guidance.
Swift Task Execution
Our streamlined processes and expert knowledge enable quick completion of all business tasks, minimizing delays and accelerating your market entry.
Multilingual Support
We provide professional communication in your preferred language, ensuring clear understanding and efficient collaboration throughout all stages of our partnership.
FAQ
The total cost of establishing a subsidiary in Belarus consists of several necessary expenses. The state registration fee is $50, while a company seal costs approximately $30. You’ll need a legal address, which typically starts from $150 per month for rental. Bank account opening fees range from $50 to $100. Professional legal services for registration vary based on complexity, generally ranging from $500 to $1500. In total, one-time registration expenses usually amount to $800-2000, not including ongoing operational costs. The final amount depends on your specific business needs and chosen service package.
Both foreign legal entities and foreign individuals can establish a subsidiary in Belarus. When a parent company initiates the process, they must provide their board of directors’ decision to establish a subsidiary, along with proof of legal status in their home country and financial statements. All corporate documents require notarization and apostille. For individual founders, the requirements include passport verification and proof of address. In both cases, clear documentation proving the authority to establish a Belarusian company is essential for successful registration.
A subsidiary functions as a full-fledged Belarusian legal entity with comprehensive business rights. It can engage in commercial and trading activities, manufacturing, production, service provision, import and export operations, real estate transactions, and investment activities. While most business activities are permitted, certain sectors such as banking, insurance, and gambling require special licenses or permits. The subsidiary has the flexibility to conduct multiple activities simultaneously, provided these are properly declared in the registration documents and comply with local regulations.
If the founder is a foreign individual, then a copy of an identity document translated into Russian or Belarusian is provided. The signature of the translator is also certified by a notary.
While self-registration is technically possible under Belarusian law, it presents significant practical challenges. The process requires all documentation to be prepared in Russian or Belarusian and involves multiple interactions with various government agencies. The complexity of legal requirements for document preparation, combined with the time-consuming process of address registration and bank account opening, makes independent registration particularly challenging. Additionally, there’s a considerable risk of registration rejection due to incorrect documentation. Professional assistance typically proves more cost-effective by avoiding common pitfalls and ensuring proper compliance from the initial stages of registration.
Contact us
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Limited Liability Company “Open Company”Certificate of state registration issued by the Minsk City Executive Committee on July 4, 2018. Registration number: 193101292
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E-mail
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Telephone\WhatsApp
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AddressOffice: 8 Kirova str., office 21, Minsk, 220030, Belarus. Postal address: 38 Novovilenskaya str., office 21, Minsk, 220053, Belarus
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Working hoursMonday-Friday 9:00-19:00
