How does a foreign business entity open a representation office in the Republic of Belarus?
A foreign entity operating in the territory of the Republic of Belarus may choose to open a representation office.
A representation office of a foreign entity is a standalone subdivision located in the territory of the Republic of Belarus that provides protection and representation of interests of a foreign entity and exercises other legitimate functions.
A representation office of a foreign business entity may be opened only for the purpose of conducting preparatory and/or ancillary activities, for and on behalf of the parent foreign entity, in particular, activities involving:
- promotion of implementation of international treaties of the Republic of Belarus in regard to cooperation in commerce, economy, finance, science & technology, transportation, furtherance or improvement of such cooperation, establishment and expansion of information sharing in regard to economic, commercial, scientific or engineering data;
- research of product/service markets of the Republic of Belarus;
- examination of investment opportunities in the territory of the Republic of Belarus;
- creation of foreign-invested business entities;
- selling/booking tickets of air/railway/motor/sea transportation companies;
- other socially useful activities (as permitted by local government authority in coordination with interested authorities of the Republic of Belarus).
A representation office of a foreign entity will be opened by virtue of a permission adopted by a local executive committee.
To obtain a permission to open a representation office of a foreign entity, an applicant must submit the following documents to the local executive committee:
- application for a permission to open a representation office of a foreign entity, signed by a duly authorized officer of the parent entity (application form as established by Appendix 2 to the Regulation on opening and conducting activities of representation offices of foreign entities in the Republic of Belarus, approved by Resolution No. 408 of the Council of Ministers of the Republic of Belarus dated 30.05.2018);
- duly legalized extract from the commercial register of the country of incorporation, or another equivalent confirmation of parent entity’s or local authority’s legal status, in accordance with legislation of the country of incorporation, or a notarized copy of the mentioned documents (the extract shall be submitted to the executive committee within at most three months after issuance);
- by-laws of the representation office of a foreign entity, duly approved by the parent entity, stating the goal(s) of activities of such representation office, its location, operational structure, responsibility of head of the representation office, and procedure of winding up the representation office;
- notarized powers of attorney for the head of the representation office of a foreign entity and the person authorized to act for the purpose of opening such representation office of a foreign entity (if any). These documents may be omitted where the head of the representation office of a foreign entity or the person authorized to act for the purpose of opening such representation office is the CEO of the parent foreign entity and respective information is contained in the document mentioned in subclause 12.2 hereof;
- a confirmation of payment of state fee for the issuance of a permit to open a representation office of a foreign entity.
Pursuant to cl. 56.1 of Annex 22 to the Tax Code of the Republic of Belarus, the rate of the state fee for the issuance of a permit to open a representation office of a foreign entity in the Republic of Belarus amounts to 65 basic units for each year of permit’s validity.
Your attention is specifically drawn to the following circumstances:
- a representation office of a foreign entity is not a legal entity;
- the maximum number of foreigners among employees of a representation office of a foreign entity (including the head) is 5 persons;
- a representation office of a foreign entity shall, within one month from the date of issuance of the permit to open a representation office, furnish to a local executive committee written information about the staff schedule, contact details of the representation office and about registration of the parent foreign entity with tax authorities and other bodies of the Republic of Belarus;
- a representation office of a foreign entity shall once a year (between January 1 and March 1) submit to a local executive committee a written report on the activities of the representation office of a foreign entity, including the data on the location, staff schedule, quantity of foreign nationals among representation office’s employees (including the head), contact data of the representation office, data on the tax identification number, any bank accounts opened by the representation office, non-profit activities conducted by the representation office, terms and resources used for such activities, amounts of any resources/grants allocated to non-governmental organizations/associations or individuals (recipients), and a general description of representation office’s activities during the time elapsed.
A representation office of a foreign entity is deemed to have been opened and authorized to conduct activities in the territory of the Republic of Belarus as of the date when the local executive committee has adopted a decision to open such representation office. A permit to open a representation office of a foreign entity is dated with the same date.