Registration of a company branch

Often, a foreign entity needs to have a structural unit in the Republic of Belarus, which raises the question: “How to register an affiliate of a foreign entity?”.

An affiliate may be needed for various reasons: for example, many Belarusian entities will not directly purchase goods from a foreign company, since, in accordance with the regulations of the Eurasian Economic Union, buyers are obliged to pay VAT. Also, when expanding business and entering the Belarusian market, a foreign entity may find it reasonable to study demand, consumer needs and solve related issues on an ongoing basis directly in the territory of the Republic of Belarus.

However, the legislation of the Republic of Belarus does not allow registration of affiliates/branches of foreign entities. Registration procedure applies only to legal entities established in the territory of Belarus.

Options for registering an affiliate

The following options are viable for operation in the Republic of Belarus:

  • registration of a representative office of a foreign entity
  • registration of a standalone company, with a foreign entity acting as a founder
  • operation as a permanent representative office for tax purposes

Each of these types of activities is subject to a separate registration procedure (tax registration procedure, in the case of a permanent representative office), as well as other features of registration, further operation and legal status.

For example, a representative office is not a legal entity, and therefore cannot carry out commercial activities.

Registration of a representative office of a foreign entity may be carried out only for certain purposes of an auxiliary and/or preparatory nature, in particular, for market research, survey of business capabilities, socially useful activities, and some others.

Furthermore, the state duty for the registration of a representative office of a foreign company is significantly higher than for the other above-mentioned activities: it amounts to 65 basic units per each year of operation of the representative office.

Registration of a legal entity with a foreign entity acting as a founder is the most popular and often the best option for foreign companies.

Such a legal entity will be able to transact the entire scope of its business in the territory of the Republic of Belarus and deal with any counterparties from other countries, while being fully controlled by the foreign parent company.

However, a new entity will need to hire a director, an accountant, maintain its own separate tax accounting, as well as perform other related duties.

Another way in which a foreign company can operate directly in Belarus is via a permanent establishment (representative office) for tax purposes.

The peculiarity of this type is that such activities are not subject to registration. Basically, the company is assigned the status of a representative office for tax purposes and a TIN for the subsequent payment of taxes. One of the requirements for registration is that a representative office must carry out activities in the territory of the Republic of Belarus during more than 180 days in 12 months.

You can learn more about the operation of representative offices and registration of companies in the thematic articles on our website.

The procedures for obtaining the above-mentioned statuses are radically different. Therefore, we advise you to seek professional legal advice when choosing the type of activity in Belarus and/or preparing the necessary documents. The cost of our legal services and the cooperation conditions are determined separately in each case, based on involved documents and desired goals.

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