Liquidation of a branch of a foreign company

A representative office may be opened by a company registered in another state if its activities are related to solving problems on the territory of the Republic of Belarus. Previously, representative offices were allowed to conduct business. But today our legislation has changed. Now these divisions can only represent the interests of a foreign firm. For example, to negotiate with future partners or advertise products. In order for economic activity on the territory of our country to be legal, it is necessary to register a legal entity. In this regard, the liquidation of a foreign representative office becomes quite a significant problem.

List of documents for liquidation of a foreign company

A legal entity registered in another state, upon termination of activity, must issue documentation on the liquidation of a foreign representative office. The decision to close the branch may be made:
  • by a foreign organization itself;
  • the executive committee (the body authorized to register companies), if violations of the laws of the Republic of Belarus are detected by the representative office.
After making a decision to liquidate a foreign branch, it is necessary to submit documentation to the registration authority within one month to complete the process of closing the representative office. The package of documents consists of the following papers:
  • confirmation from the banking institution about closing the current account of the representative office;
  • certificate of the presence or absence of debt to the budget (issued by the tax authorities);
  • permission to open a branch;
  • the act that is drawn up when transferring the documentation of the representative office to the archival bureau;
  • certificate of the absence or amount of unpaid invoices issued by the customs service (this also includes penalties, interest and other obligations of the representative office to customs);
  • the decision of the central office of a foreign company to terminate its activities;
  • a paper on the absence of arrears on social insurance (issued by the Social Protection Fund of the Population) and insurance against accidents at work;
  • a letter of guarantee stating that the organization has no outstanding obligations.
It is not so easy to collect all the documents for the liquidation of a foreign representative office in one month. However, there are no special sanctions that will be applied to the representative office for violation of deadlines.

What are the differences from the liquidation process of a foreign company resident in the Republic of Belarus?

The procedure for the liquidation of a legal entity differs significantly from the closure of a representative office:
  1. Upon termination of the activities of a foreign company, there is no such thing as «being at the stage of liquidation».
  2. In fact, the closure of the representative office is the transfer to the registration authority of a certain set of documents. In confirmation of this, the executive committee may issue an appropriate certificate.
  3. If a branch of a foreign firm has ceased to function, it is not necessary to appoint a liquidator. That is, in the process of closing the representative office, there is no person who is responsible for his activities to third parties. Liquidation is usually managed by the person who appoints the head office of the organization. Such a person can be any capable subject of legal relations.
  4. The closure of a foreign representative office is also distinguished by the fact that there is no need to publish a publication in the media. Creditors who have claims against the organization may submit their claims to the head office until the closure of the foreign enterprise. Drawing up a liquidation balance sheet is not mandatory.

What should I do if the activity permit has expired?

The algorithm is similar to the order of actions that are associated with the closure of a representative office. In fact, this is the same liquidation and you will have to collect a similar package of documents. Some business owners believe that when the permit expires, the branch automatically goes into liquidation status. Unfortunately, no. In this situation, the representative office will have to collect documentation and provide it to the relevant authorities. This legal fact indicates only the prohibition of the organization to carry out targeted activities. But the head office will have to fulfill its obligations regarding the liquidation.

Liquidation of a foreign LLC. Legal assistance

Often, the involvement of an outside specialist significantly facilitates the process of closing an enterprise. As a rule, this assistant is a professional lawyer. The fact is that not every representative office is able to cope with this task, since the director or founder may simply not have the necessary knowledge. If you have a foreign representative office in the territory of the Republic of Belarus and its liquidation is planned for the near future, please contact Borius Consulting.
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