Registration of a representative office of a foreign organization in Belarus
Registration of representation: introductory information.
Starting consideration of such a topic as registration of a representative office, I would like to give a definition of the representative office of a foreign organization. The representative office of a foreign organization in the Republic of Belarus has the following features:
- is a separate division of this organization;
- It is located on the territory of the Republic of Belarus;
- acts on the basis of a permit (in Belarusian, “dazvol”) obtained in the territorial bodies of the Ministry of Justice of the Republic of Belarus.
In its activities, the representative office in addition to the legislation of the Republic of Belarus is guided by the provision on representation approved by the parent organization. The office is headed by the “head of the representative office” / “director of the representative office”, who acts on the basis of a power of attorney.
|Registration of a representative office of a foreign organization in Belarus||From 350 Euro (€)|
A representative office of a foreign organization currently does not have the right to engage in entrepreneurial activities in the Republic of Belarus. This is the main fact that should be taken into account when deciding to open a representative office. Consequently, it cannot receive proceeds from the sale of goods, works and services directly to its account opened with a Belarusian bank. Registering a company in Belarus is here a choice for a foreign investor.
The main tasks of opening such a representative office will be various technical tasks. Currently, the legislation allows the following purposes for which a representative office may be opened:
- assistance in the implementation of international treaties of the Republic of Belarus on cooperation in the field of trade, economy, finance, science and technology, etc .;
- study of markets for goods and services of the Republic of Belarus;
- exploring investment opportunities in the Republic of Belarus;
- creation of commercial organizations with the participation of foreign investors;
- selling tickets and booking seats for air, rail, road and sea transport companies;
- other socially useful activities.
Is a representative office in Belarus necessary for a foreign company to operate through a permanent establishment for tax purposes?
It should also be said that the presence of a representative office is not a condition for a foreign organization to conduct economic activities on the territory of the Republic of Belarus. Thus, there is no need to open a representative office in the Republic of Belarus of a foreign organization. Which plans to act as a contractor for the construction of facilities in the Republic of Belarus (see Russian contractor for the construction of facilities in the Republic of Belarus).
For the purposes of paying taxes as a foreign organization with a permanent establishment on the territory of the Republic of Belarus, it is necessary to register with the tax authorities of the Republic of Belarus. The representation discussed in this blog post is not related to representation for tax purposes.
1 step. Determine the location of the representation.
First of all, the representative office must be located on the territory of the Republic of Belarus. Suitable non-residential premises for administrative purposes with an area of about 4,5 square meters. meters. However, 4,5 square meters. meters is the minimum area that allows you to provide a workplace for only one employee with a computer. For full operational activities usually require a large area. Lawyers recommend receiving a letter of guarantee from the owner of the premises.
Unlike a newly created legal entity, registration of a foreign representative office at a legal address without placement may create some inconvenience in the future. The change of the legal address of the representative office will be associated with the approval of the new regulation on the representative office. Moreover, the representative office will have to independently change the registration authority within the time period established by law. Except when the new legal address is in the same area.
2 step. We develop and approve the provision of representation.
The body of a foreign organization authorized to make a decision on opening a representative office in Belarus is determined on the basis of the law of the place of establishment of a foreign organization. The regulation on the representative office is developed on the basis, first of all, of the norms of the legislation of the Republic of Belarus and, after approval by the competent authority of the parent corporation, is signed either by the head of the foreign organization or by an authorized representative. Registration of a representative office involves the development and approval of a provision on a representative office as a mandatory step.
Step 3. We issue powers of attorney for registration of the representative office.
The head of the representative office, like the branch, acts on the basis of a power of attorney. The power of attorney must be certified by a notary. And, if it is issued not in Belarus, legalize properly. The method of legalization may vary depending on the contractual regime between Belarus and the country concerned.
Currently, only documents issued by state bodies and notaries of the Russian Federation are recognized without legalization.
The powers of attorney must cover the functionality necessary for the head of the representative office. This includes, but is not limited to, the following powers:
- implementation of operational management of the representative office;
- signing of contracts;
- employment of employees of the representative office;
- opening bank accounts and disposal of tangible assets.
Important! The powers of the head of the representative office indicated in the power of attorney must coincide with the powers of the head of the representative office indicated in the regulation. It is all the more important that the name of his position coincides.
You can additionally authorize a person other than the head of the mission to open a representative office. For example, a lawyer.
4 step. We pay the state fee.
For issuing a permit to open a representative office of a commercial organization, a state fee of 65 basic units is paid. As of 05.06.2022/780/1, it is necessary to pay about 32 Euros (XNUMX base unit - XNUMX Belarusian rubles).
It is possible to pay the state fee in foreign currency, for which you can find out the relevant details on the website of the registering authority. Recalculation into foreign currency is carried out at the rate of the National Bank of the Republic of Belarus on the day of payment.
Thus, the registration of a representative office is a slightly more expensive procedure than, for example, the registration of a commercial organization. However, as practice shows, this does not stop foreign organizations, a certain number of foreign organizations receive permission to open a representative office every month.
Step 5. Registration of representation in the executive committee.
In order to obtain permission, the following documents are submitted to the registration authority:
- Application for opening;
- A document confirming the legal status of the parent corporation (for example, an extract from the trade register);
- Power of attorney for the head of the representative office;
- A power of attorney for a person authorized to carry out actions related to the opening of a representative office;
- Regulations on representation in one copy;
- Program (project) for organizations planning to carry out socially useful activities;
- The original document confirming the payment of state duty.
Foreign documents must be accompanied by a translation, the authenticity of the signature of the translator must be certified by a notary.
Important! If the head of the representative office of a foreign organization is the head of this foreign organization, which will be reflected in the extract from the trade register. The applicant does not provide a power of attorney for the specified person.
The term for consideration of documents is 1 (One) month.
Documents are provided by mail or in person. Currently, permission to open a representative office is issued indefinitely. The issuance of a permit may be refused if the necessary documents are not provided.
You can find samples of some documents required for registration of a representative office, details for paying the state fee, as well as other useful information on the website of the Minsk City Executive Committee.
Step 6. Registration of a representative office in tax and other bodies.
Unlike a commercial organization, a foreign representative office does not automatically register upon registration. A foreign representative office is obliged to register with the tax authorities at the location within 10 working days from the date of receipt of the "devil". Only after receiving a notice of registration with the tax office, the head of the representative office can open a bank account. You also need to register with Belgosstrakh and the Federal Social Security Service.
Registration of a representative office with the tax authorities.
The procedure for registering in a tax authority of foreign organizations that have received permission to open a representative office has been determined by sub. 2.1 P. 2 and P. 3 Art. 66 Tax Code of the Republic of Belarus, as well as sub. 1.1.4 p. 1.1 Unified list of administrative procedures carried out by government agencies and other organizations in respect of legal entities and individual entrepreneurs, approved. Resolution of the Council of Ministers of 17.02.2012 N 156 (hereinafter - the Unified List).
Registration is carried out by the tax authority at the location of the representative office. The following documents are submitted for registration with the representative office:
- statement of the established form;
- original and copy of permission to open a representative office;
- originals and copies of the regulations on representation;
- the original and a copy of the power of attorney to the head of the representative office;
- copy of extract from the trade register of the country of location of the parent organization not older than 3 months.
The deadline for consideration of the application and submitted documents is two working days, the administrative procedure is free (Section 1.1 of the Unified List). The document certifying the registration of the representative office with the tax authority is a notification of the assignment of the payer registration number.
Registration of a representative office at the SPFU.
Representative offices of foreign legal entities are payers of compulsory insurance premiums. Consequently, they are required to be registered in the city, district departments of the FSZN.
The procedure for registration is established by clause 2 of the Regulation, approved. Decree of January 16.01.2009, 40 N 10 “On the Fund for Social Protection of the Population of the Ministry of Labor and Social Protection”. The deadline for registering a representative office is XNUMX business days from the day they filed an application for registration with the FSZN authorities with the necessary documents attached.
For registration in the FSZN representative office, the following documents are submitted (clause 3 of Regulation N 917):
- application for registration in the form determined by the Board of the Federal Employment Service;
- charter of the parent organization;
- position on representation;
- tax registration notice.
The deadline for issuing a notice of registration is two working days.
Registration of representative office in Belgosstrakh.
Within a month, calculated from the day of its establishment, the representative office is obligated to register as a policyholder for compulsory insurance against industrial accidents and occupational diseases at the Belgosstrakh BRUSP (clause 5 of the Regulation, approved by the Council of Ministers of 10.10.2003 N 1294).
According to paragraph 9 of Regulation N 1294, representative offices submit for registration a statement in the form established by the Ministry of Finance of the Republic of Belarus, and a copy of the permit to open a representative office. Often, in order to avoid mistakes, Belgosstrakh employees are also asked to provide a copy of the provision on representation.
7 step. Opening an account of a representative office in a Belarusian bank.
Representative offices are required to open accounts in banks of the Republic of Belarus. The list of documents for opening an account is not established by law. Therefore, banks set it up on their own. We recommend that you clarify the list of documents depending on the bank you have chosen. However, based on practice, we are talking about the provision of the following documents:
- charter of the parent organization;
- permission to open a representative office;
- position on representation;
- power of attorney for the head of the representative office;
- the decision of the parent organization on the appointment of the head of the representative office;
- notice of registration with the tax office.
The presence of a seal in the Republic of Belarus has not been an obligation since 2018. Therefore, opening a bank account is possible without printing. A copy of the documents is usually certified by the head of the mission or notarized. However, in some cases, the bank may require the provision of the original documents for review. A current (settlement) account can be opened both in Belarusian rubles and in foreign currency.
After opening an account with a Belarusian bank, we can assume that the registration of the representative office is completed. This means that a representative office can begin activities.
8 step. We send information to the registering authority.
Within a month from the moment of receiving the permission, the head of the representative office sends the following documents to the registration authority:
- staff list
- information on registration with tax and other authorities,
- information about open bank accounts,
- contact details of the representative office.
We recommend that the heads of missions do not neglect this obligation. Since failure to comply with the requirements established by law may lead to negative legal consequences for representation.
The expediency of registering a representative office in the Republic of Belarus has been declining for foreign organizations in recent years. Since the ban on entrepreneurial activities introduced in their regard. However, this form of presence continues to be prestigious in the eyes of the business community. It is also suitable for foreign corporations that need technical support in Belarus.
For foreign companies that need a structure with the right to conduct business, such a form of presence as a subsidiary (dependent) legal entity created in accordance with the law of the Republic of Belarus is suitable.
This legal entity will not be a branch in the literal sense of the word. However, it will allow a foreign company to do business in Belarus as the parent organization.
You can learn more about the registration of a subsidiary legal entity in Belarus with foreign participation on our website in the relevant publication. You can also contact us individually for advice on this issue.
SERVICES AND CONTACTS.
On this topic we provide the following services:
- support of registration of a representative office of a foreign organization in the Republic of Belarus;
- advising on choosing the optimal form for the presence of a foreign investor in the Republic of Belarus;
- development of regulations on representation taking into account the individual requirements of the client;
- support for amendments and additions to the provision on representation;
- liquidation of a foreign representative office in the Republic of Belarus.
For professional legal advice, call +375291102388 or e-mail: email@example.com.