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Liquidation of representative office in Belarus

Representative offices are opened by foreign companies to implement their commercial tasks in Belarus. Previously, representative offices could carry out entrepreneurial activities. However, now they can only represent the interests of a foreign business entity without doing so. For example, negotiate with potential partners, advertise your products, etc.

To conduct business activities in Belarus, registration of a legal entity is required. Therefore, the liquidation of a representative office of a foreign organization becomes a very urgent problem.

The cost of the liquidation of a representative office
Liquidation of a representative office From 500 Euro (€)


List of documents for liquidation of a representative office.

A foreign legal entity should remember that upon termination of its activities, it will be necessary to draw up documents for closing a representative office in Belarus. The decision to close a representative office can be made:

  • by the foreign organization itself;
  • by the executive committee (registering body), in case of violation of the Belarusian legislation by the representative office.

The documents required to complete the liquidation of a foreign branch shall be submitted to the registration authority within one month from the date of the decision to close. Here is a list of documents that must be submitted to the registration authority to close a representative office:

  • written confirmation of the bank on closing the current (settlement) account;
  •  a certificate on the status of settlements with the budget issued by the tax authorities;
  •  a certificate of the absence (presence) of unpaid customs payments, penalties, interest, as well as obligations not terminated to the customs authorities, issued by the customs authorities.
  •  an act confirming the transfer of documents of the representative office to the territorial (city or district) archive;
  •  permission to open a representative office;
  • certificate of absence of social insurance debt (issued by the Federal Social Security Service) and insurance against industrial accidents (issued by Belgosstrakh);
  • the decision of the parent organization to close the representative office;
  • a letter of guarantee that there are no outstanding obligations.

In practice, it is very difficult to meet the statutory deadline for submitting documents for closing. At the same time, no special sanctions have been established for violation of the established deadlines for the liquidation of a branch of a foreign company.

Differences from the liquidation of a commercial organization, a resident of Belarus.

The liquidation of a representative office is significantly different from the liquidation of a legal entity. First, when a representative office is closed by the decision of the parent organization, the very concept of being in the liquidation stage is absent. Secondly, the liquidation of a representative office actually consists only in the submission of a certain list of documents to the registering authority, which means the closure of the representative office. In confirmation of which, the registration authority can be issued a corresponding certificate.

When a representative office is closed, no liquidator is appointed. Therefore, there is no official representative of the representative office responsible for the liquidation to third parties. All actions are performed by a person authorized by the parent organization through a power of attorney. Such a person can be any capable subject of legal relations.

It is distinguished by the liquidation of the representative office of a foreign organization and the absence of the need to publish the closure in the media. Creditors who did not manage to satisfy their claims in the general court order before the closure of the representative office can present their claims directly to the parent organization. As a result, the preparation of the liquidation balance sheet will not be mandatory.

Expiration of the permit.

Exactly the same procedure for collecting and submitting documents in connection with the closure of a representative office must be carried out in the event of the expiration of the permit to open a representative office. Accordingly, it would be misleading to believe that the expiration of the authorization automatically terminates the representation.

Consequently, this legal fact speaks only of the impossibility to carry out active targeted activities, however, the obligation of the parent organization to complete work on the territory of the Republic of Belarus in a legally correct manner has not been canceled.

Legal services for the liquidation of a representative office.

Often it is necessary to involve a third party to liquidate a foreign LLC, which may be a person providing legal services. This is due to the fact that the head of the representative office is not always able to take on these functions.

For professional legal advice, call +375291102388 or e-mail: info@legaltime.by.

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