Representative office of a foreign company in Belarus

The activities of representative office of a foreign company are regulated by the following main acts of the Belarusian legislation:

- Civil Code of the Republic of Belarus;
- Decree #929 of the Council of Ministers of the Republic of Belarus of 22 July 1997 On Opening and Operation of Representative Offices in the Republic of Belarus;
- Investment Code of the Republic of Belarus;
- The Law of the Republic of Belarus of 10 January 1992 On Registration Fee;
- Resolution #127 of the National Bank of the Republic of Belarus of 20 June 2007 On Opening and Closing of Account by Banks and Non-Banking Financial Organizations.

An organization's representative office is a separate structural unit located in the territory of the Republic of Belarus, which performs representative and other functions in compliance with the legislation of the Republic of Belarus, in the interests of a foreign legal entity.

Representative office is created to present the interests of an organization and to ensure their protection, but carries out no business activities at that.

A foreign organization's representative office is considered to be established in the Republic of Belarus from the moment of receipt of the permission for its opening as per the procedure established by law.

Representative offices of commercial organizations with foreign investment operate under the regulations adopted in their respect by commercial organizations with foreign investment. Regulation on the activity of a representative office is an internal document and serves as the source of information in case of any civil law relations with third parties.

Branches and representative offices of commercial organizations with foreign investment are not legal entities within the Republic of Belarus and may carry out entrepreneurial activity in the Republic only on behalf and upon authorization by the organization being represented by it.

Foreign organizations open representative offices within the Republic of Belarus upon permission of the Ministry of Foreign Affairs. Permission to open a representative office may be issued under international agreements executed between the Republic of Belarus and foreign countries.

Legislation provides for term permissions on opening a representative office only. The term is determined by the organization in applying for opening a representative office.

Representative offices may be established to act on behalf of the represented organization whose name is mentioned in the permission to open a representative office, including:
1.    For representative offices of commercial organizations;
2.    For representative offices of non-commercial organizations;
3.    For representative offices of educational organizations.

The permission to open a representative office for other purposes of public utility is issued by the Ministry of Foreign Affairs under the agreement with the interested state bodies.

Activities of representative offices of non-commercial and commercial organizations for the purposes envisaged by item 2 are based on the programs and projects in line with the organizations' priorities approved by their top management. Following the implementation process of programs and projects representative offices of organizations may allot to public organizations and citizens, on a competition basis, financial, material and other resources.

To obtain permission to open a representative office an organization submits the following documents to the Ministry of Foreign Affairs:

1.    Application with the following data:
- Purpose (purposes) of the representative office;
- Full name of the organization;
- Incorporation date of the organization;
- Location of the headquarters;
- Profile of the organization;
- Information on the persons authorized to act on behalf of the organization in the Republic of Belarus;
2.    Copies of the founding documents legalized as required by applicable law;
3.    Copy of the document confirming the state registration of the organization with the authorized body of the applicant's country (extract from the trade register, registration certificate, etc.) legalized as required by applicable law;
4.    Power of attorney issued to the head of the representative office legalized as required by applicable law;
5.    Copy of the special permission from the state bodies of the country where the organization is located where required by the legislation of the applicant's country;
6.    Regulations of the representative office which include the purpose (s) of the representative office in the Republic of Belarus, address, corporate structure, authority of the head of the representative office, representative office closedown procedure;
7.    Properly legalized power of attorney issued to the person authorized to perform actions related to the opening of the representative office;
8.    Original of the document confirming the payment of a state duty for receipt of permission to open a representative office.

The documents listed under items 2-6 above are presented in one of the official languages of the Republic of Belarus. Translated documents should be notarized at diplomatic or consular agencies of the Republic of Belarus abroad.

Representative offices of regions, lands or other administrative units, institutions and organizations of foreign countries can be accredited on the basis of international agreements without submitting a standard package of documents, specified by items 1-6.

Before filing an application for permission to open and to extend the duration of a representative office the organization should pay the state duty, unless otherwise is envisaged by international agreements of the Republic of Belarus. The state duty rates for issuing a permission are the following:

- For opening and extending the duration of a representative office of a foreign organization in the Republic of Belarus – 65 base totals per each year of permission validity;
- For opening and extending the duration of a representative office of a non-commercial foreign organization and representative offices of foreign organizations engaged solely in charity activities in the Republic of Belarus - 20 base totals per each year of permission validity.

The activities of a representative office of a foreign organization in the Republic of Belarus shall comply both with the legislation of the country of residence of the foreign organization and with the legislation of the Republic of Belarus.

Representative offices of foreign organizations may engage in entrepreneur activities in the Republic of Belarus only on behalf and upon authorization by the organization being represented by it.

The types of activities which require special permission (license) can be undertaken by the representative office only on the basis of such special permission (license) obtained by the organization as required by applicable law.

Representative offices are obliged to open accounts with the authorized banks of the country of residence. Current accounts of separate structural divisions shall be opened as current account of legal entities.

Representative offices shall register as taxpayers in tax and other authorities of the Republic of Belarus as required by the applicable law, within the term established by the laws of the Republic of Belarus.

Representative offices shall comply with the laws and regulations of the Republic of Belarus on the issues of accounting and financial reporting and pay taxes, duties and other obligatory payments in accordance with the laws of the Republic of Belarus.

Representative offices shall submit to the Ministry of Foreign Affairs a written report on its activities.

Information in the report on the activities of the organization's representative office includes the data on the location of the representative office, its telephone and fax numbers, personnel of the representative office, description of a representative office's activity, including goods and services in sale, acquisition or marketing research of which a representative office assisted the head office, current projects and programs, their terms and resources, amounts of grants given to public associations and individuals, description of grant recipients, as well as other information required by the Ministry of Foreign Affairs upon agreement with the interested state authorities.

Accreditation of expatriate personnel of representative offices is performed by the Ministry of Foreign Affairs in line with the number of personnel indicated in the permission to open a representative office.

Citizens of the Republic of Belarus are employed by the representative office on the basis of labor agreements (contracts) in accordance with the laws of the Republic of Belarus.

Activities of a representative office are terminated in the following cases:
- Liquidation of the organization;
- Termination of the international agreement on the basis of which the representative office was opened in case it was provided for by the agreement;
- Upon the decision of the organization which opened the representative office;
- By court ruling in case of violation of the laws of the Republic of Belarus;
- Upon expiry of validity of the permission to open or to extend the duration of a representative office.