One of the classic forms of the presence of a foreign company on the territory of the Republic of Belarus, along with the creation of a subsidiary legal entity, is the opening of a representative office operating on the basis of the permission of the Ministry of Foreign Affairs of the Republic of Belarus. Currently, foreign representative offices do not have the right to engage in entrepreneurial activity on the territory of the Republic of Belarus, that is, to receive income, profit. However, the demand for this form of presence does not completely disappear. This form is quite prestigious, enjoys a high degree of trust of the Belarusian business community. So, when negotiating with the head of the representative office, the counterparties will understand that they are negotiating with a foreign company directly, and not with the director of a Belarusian legal entity, which has an unclear composition of participants. Therefore, if you need a subsidiary on the territory of the Republic of Belarus for technical, representative purposes, then you need to consider opening a representative office.
The head of a foreign representative office, as well as a branch of a Belarusian legal entity, acts on the basis of a power of attorney from the parent organization. This power of attorney provides for a wide range of powers to manage the representative office and represent the interests of the parent company. The power of attorney is notarized and, if necessary, legalized. Sometimes a separate power of attorney is issued to a lawyer or other person who is engaged in opening a representative office. Such a power of attorney must contain the authority to submit documents to the Ministry of Foreign Affairs of the Republic of Belarus, obtain a permit, and sign the regulations on representation.
It is necessary to receive a letter of guarantee from the lessor regarding the address of the location of the representative office. For this purpose, a non-residential administrative premises adapted for the work of at least the head of the representative office will be suitable.
The regulation on representation is a document regulating its activities. The regulation on representation is approved by the authorized body of the parent corporation, which is determined according to the law of the place of establishment of this corporation. The regulation can be signed both by the head of the parent corporation and by a trusted person. If the regulation on representation is signed by a proxy, then it must be notarized. Currently, a mark on the registration of the regulations on representation in the Ministry of Foreign Affairs is not affixed. Therefore, it is enough to prepare two properly signed regulations. The regulation on the representative office must comply with the legislation of the Republic of Belarus, contain information about the location of the representative office, the parent organization, the functions of the head of the representative office, the purposes of its activities.
For the issuance of a permit to open a representative office of a commercial organization, a state fee is paid in the amount of 65 basic units for each year of activity. Currently, the permit is issued for at least 3 years, so it is necessary to pay about 2,000 Euros, based on the size of the base value on 06.12.2016. It is also possible to pay the state fee in foreign currency, for which you can find out the relevant details on the website of the Ministry of Foreign Affairs. Conversion into foreign currency is carried out at the exchange rate of the National Bank of the Republic of Belarus on the day of payment.
The following documents are submitted to the Ministry of Foreign Affairs: 1. Application for opening a representative office. 2. Regulations on representation. 3. Legalized and translated extract from the commercial register in relation to the parent organization. 4. Power of attorney for the head of the representative office. 5. Receipt of payment of the state fee. 6. Documents confirming the applicant's authority.
The deadline for reviewing documents is 10 working days. For the purpose of additional verification, this period may be extended up to 1 month. If the submitted documents comply with the legislation, the Ministry of Foreign Affairs decides to issue a permit.
When opening a foreign representative office, it should be borne in mind that its registration is not carried out automatically, as is the case with Belarusian commercial newly created organizations. Thus, a foreign representative office is obliged to register with the tax authorities at the legal address specified in the regulations on representation within 10 working days from the date of receipt of the permission of the Ministry of Foreign Affairs. Only after receiving the notification of registration with the tax service, the head of the representative office can open a bank account. It is also necessary to register with Belgosstrakh and FSZN (if there are employees who are residents of the Republic of Belarus). For registration by a proxy, applications of the prescribed form are submitted, to which copies of the permission of the Ministry of Foreign Affairs, the regulations on representation, and a power of attorney for the head of the representative office are attached.
The head of the representative office, after being registered with the tax inspectorate, opens an account in a Belarusian bank for financial settlements. Usually, in order to open an account, banks require a copy of the permission of the Ministry of Foreign Affairs, a power of attorney for the head of the representative office and the regulations on representation. However, each bank has the right to establish this information individually, therefore, having decided on the bank, it is worth clarifying which documents are needed directly in it.
Within 1 month from the date of obtaining permission to open a representative office, its head submits to the Ministry of Foreign Affairs a copy of the staffing table, information on registration with the bodies that control the payment of mandatory payments, open bank accounts, as well as contact details (phone/ fax) of the representative office.