You need to register a foreign entity in Belarus to make your investment
effective, carry out legitimate activities in the territory of the Republic of
Belarus and/or to open a joint venture founded by Belarusian and foreign legal
entities.
Belarusian regulations have certain specific requirements to opening a
foreign representative office or a joint company, which you need to know.
Who is interested in
registering a foreign entity?
Non-residents of the Republic of Belarus wishing to create a unitary
enterprise (UP), a limited liability company (LLC) or a closed joint-stock
company (CJSC) might be interested in registering a foreign entity.
A choice of the best form of representation will depend on the sphere of
company’s activities, specifity of its articles of association, authorized fund
and other criteria. When deciding on the management structure, it is better to
consult with Belarusian lawyers. Experts will help you understand the pros and
cons of various forms of management.
How legal entities
are registered
The procedure for opening a joint entity with foreign founders differs
from the procedure for registering a foreign company. The process consists of
several stages:
● Holding a meeting with the founders. Representatives of the both
parties shall take part (where the company is joint).
● Finding and registering the official legal address of the company.
● Agreeing on the names of the prospective business and the next meeting
of the founders.
● At the final stage, the business entity undergoes registration.
Important. Where a foreigner
decides to register an enterprise in our territory, he/she is obliged to act
within the framework of Belarusian legislation and must provide additional
papers. If the passport of a non-resident of the Republic of Belarus does not
contain information in Russian and/or Belarusian, he/she is obliged to provide,
along with the original identity document, also a translation thereof duly certified
by the translator’s original signature and notarized.
What papers will be required
to register a foreign representative office
A non-resident is obliged to provide a passport. The original and a
notarized copy shall be provided. In some cases, foreigners do not invest in
the Republic of Belarus directly, but conduct their affairs through proxies.
Where registration of a foreign company
takes place by proxy, a passport copy is also required. This requirement also applies
to Russian and Ukrainian citizens who use intra-national passports.
Foreign entities from among the founders are required to provide an
extract from the trade register of the country of residence to the appropriate
authority. Such certificate is referred to differently in different countries:
a “certificate”, a “list of data”, and other names. Regardless of the name, the
submission procedure is the same for all applicants.
An extract from the trade register (including certificates denoted by
other names) must meet the following requirements:
1. The document shall be issued by a competent government agency. Authenticity
shall be confirmed by an official seal. Where a certificate has been issued by
a private counsel, lawyer or another entity, it will not be recognized as
official (registration will be denied).
2. Such document shall be issued no more than 12 months prior to the submission
thereof to the registration body. Experts recommend providing the latest
documentation that will contain up-to-date information. Where such extract is
expired or information is unreliable, the registering authority has the right to
deny acceptance. Also, problems when creating a non-resident representative
office are possible in the future.
There is no strict regulation on the amount of information in such statement.
However, it is necessary to indicate the minimum reliable information about a
foreign entity:
● Company name.
● Exact address.
● Company status (whether it is active or facing liquidation).
● A list of founding members.
● Data on the person having the right to make decisions and act without
a power of attorney (normally, CEO).
● Powers vested in the entity’s representative.
A “representative” of a foreign legal entity refers to a participant
indicated in the trade register list. Such representative has the right to
provide only a passport, no other certificates confirming his/her powers will
be required. However, a confirmation of powers will be required from those
participants who are authorized to represent a non-resident company by proxy.
Please note. The power of
attorney for the purpose of registration formalities shall be certified by a
notary. Apostille and other legalization methods are not considered notarial
certification. The above-mentioned document shall be certified only by a notary
pursuant to the legislation of the Republic of Belarus.
An authentic and authorized power of attorney shall be signed and sealed
by a notary or a notarizing body duly authorized within the legal framework of
the Republic of Belarus.
The main nuances when
registering foreign companies
Foreign citizens often face the following problems:
● An inscription of a foreign notary on the power of attorney does not
comply with the standards specified by Belarusian legislation. Therefore, the company
representative shall carefully ensure that the person who has issued the
document is the same person that is indicated in the list of the company board.
Otherwise, registration will be denied.
● Quite often, foreign firms wishing to do business in Belarus are required
to submit documentation confirming the powers of a foreigner CEO. However, even
if all the data match perfectly, the registration authority has the right to
refuse registration. This happens, for instance, where the Belarusian authority
is unable to understand the delineation of powers between management bodies (the
founding company has a collegial management unit).
The problem can be solved by providing a non-notarized translation of an
extract from the company’s charter. The charter will read that each member of
the executive board has the full right to act separately from the other members
— individually.
How to legalize
documents
Some types of documentation require legalization when registering a foreign entity.
● Apostille
The papers that originate from non-Belarusian jurisdictions must be
legalized. This rule applies to securities of states that are parties to the
Hague Apostille Convention.
Most of Belarus’s investor partners are nationals of the member states to
the Convention. There are also a number of international treaties between
foreign states and Belarus that cancel legalization, but require a use of an
official seal.
Important. The principle of
the official seal is applied only in dealing with Russia. Certificates provided
by other states will be acknowledged only if bearing an apostille.
● Consular legalization
A large number of states use the consular principle to confirm
documentation. Such states include the People’s Republic of China, Canada,
countries of the Arab world and other states.
When using the consular principle, an interested party must have the
document acknowledged by the state agency that has issued the valuable security.
Only after such confirmation such document can be legalized by a Belarusian consular
institution.
But difficulties may arise when such state has no Belarusian consulate.
In such a case, the interested legal entity has to contact a Belarusian consulate
located in the territory of another country.
The procedure for legalizing documents is the same both for a new representative
office or for an existing representative office (where it is necessary to
introduce a non-resident founder or amend the charter).
Where foreign
companies are registered
Be careful when choosing a competent registration authority. Where a
foreign company is going to be registered outside of Minsk, it shall apply to a
regional executive committee.
In some cases, legal entities shall apply to a district executive
committee (the procedure shall be clarified, depending on region).