Registration of a branch of a Belarusian company
The registration of a branch of a Belarusian enterprise takes place through the introduction of amendments and additions to the charter of a legal entity opening a branch. Changes can be prepared for registration both in the form of an appendix to the charter, and in the form of a new edition of the charter. When registering, in addition to an application to the registering authority, the branch's questionnaire is submitted as an attachment in the form established by the Ministry of Justice of the Republic of Belarus.
Also, registration of a branch involves the implementation of a set of post-registration actions aimed at developing and approving a regulation on a branch, opening a branch account in a bank, and filing a branch for tax accounting.
This publication concerns the registration of a branch (separate subdivision) of a Belarusian commercial organization on the territory of the Republic of Belarus. If you are interested in registering a branch of a foreign legal entity in the Republic of Belarus, read the publication of our blog Opening a branch of a foreign company in Belarus.
If you are a Belarusian company that wants to open a branch in a foreign country, then you need to contact practicing lawyers of the country where you plan to open a branch.
|Registration of a branch of a Belarusian company||From 350 Euro (€)|
We decide to create a branch
The decision to create a branch of a unitary enterprise is made by its founder (owner of the property). Although the corporate law of Belarus does not prohibit attributing the decision to establish a branch to the competence of any of the corporation's management bodies, the decision to register a branch is made by the participants in a business company, since only they are authorized to approve changes and additions to the charter. The head of the parent corporation, in turn, issues a power of attorney to the head of the branch and approves the regulations on the branch.
The powers to approve the regulations on the branch may, according to the Charter, belong to other bodies of the business company, for example, the board of directors (supervisory board). The regulations on the branch are not subject to state registration.
Branch Registration: Responsibility
When registering a branch of an enterprise, it should first be remembered that the branch is not a legal independent organization. The responsibility for the activities of the branch lies with the commercial organization that created it. At the same time, the property of the branch is not protected from foreclosure on it for the debts of the parent organization. A common mistake is trying to structure a business by creating a branch.
A branch is usually created in order to optimize the management of separate divisions of the enterprise for geographical reasons. Also, registering a branch of an enterprise will help to better organize the analysis of financial indicators, since each branch can maintain autonomous reporting. However, a branch is by no means a means of diversifying responsibility.
The branch has its own seal and may have a separate bank account. Also, the branch is an autonomous subject of taxation, may have a separate UNP. However, even the presence of a separate current account and the UNP does not make a branch a legal entity in any sense.
Legal address, name and head of the branch
The branch must have a location that does not coincide with the location of the parent company. This expresses the very essence of the branch, defined by the Civil Code of the Republic of Belarus. It is possible to create a conditional separate subdivision at the location of the legal entity, however, such a “separate subdivision” will not have any legal status for third parties, it can only be created on the basis of local regulatory legal acts for internal purposes.
At the same time, the “head” of such a unit may have powers no less than the head of a branch, since the powers of both are determined solely by a power of attorney. A common mistake is the opinion that a branch manager acts on the basis of a branch regulation. The Regulations on the Branch, being essentially an internal document, is important primarily for the regulation of intracorporate relations.
Also, the name of the branch is indicated in the regulation on the branch, usually if the enterprise has many branches, the name of the branch is expressed as a serial number, but it is not forbidden to give the branch other names. It is not necessary to agree on the name of the branch, but it does not follow from this that it can completely ignore the exclusive rights of third parties and call the branch by well-known protected names.
Help in registering a branch
When deciding on the registration of a branch of an enterprise, one should weigh all the advantages of this method of corporate governance, and it is best to consult with a corporate lawyer who will help correlate the goals of creating a branch with legal reality. Registering a branch instead of a commercial organization can lead to a lot of adverse consequences. At the same time, the registration of an additional commercial organization where it is not necessary will only entail unjustified costs for your business, which can be critical in an economic crisis.
For professional legal advice, call +375291102388 or e-mail: firstname.lastname@example.org.