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Belarusian Government Clarifies Rules for Foreign Organizations’ Representation

The Belarusian government has issued new guidelines on the representation of foreign organizations in the country, outlining the differences between representative offices and branches.

Representative Offices and Branches

According to the new rules, a representative office is a detached division located on Belarusian territory that carries out protection and representation of interests on behalf of its parent company. However, it is not a legal entity and cannot engage in business activities independently.

A branch is also a detached division, but it has the right to exercise all or part of its functions, including those of representation.
The property of representative offices or branches is accounted for separately on the balance sheet of the parent company.

Belarusian legislation does not allow foreign businesses to establish branches in the country, so foreign organizations can only set up detached divisions in the form of representative offices.

Business Reorganization and Liquidation

The government has also clarified rules on business reorganization and liquidation. According to Belarusian law, a company’s liquidation may be carried out voluntarily by its owners or through judicial proceedings.

Shareholders create a liquidation commission or appoint a liquidator responsible for implementing all formalities associated with the liquidation process.
Business reorganization can take several forms, including consolidation, merger, division, separation, and transformation.

Ways of Doing Business in Belarus

Foreign individuals and legal entities have three options to do business in Belarus:

Establishing a commercial organization with or without foreign investments;
Setting up a permanent representative office on Belarusian territory; or
Conducting business through an agent.

Commercial Organization with Foreign Investments

A commercial organization recognized as having foreign investments is one where its statutory fund contains at least 100% foreign investments. If the statutory fund consists of both foreign and domestic investors, it is called a commercial joint organization.

To acquire the status of a commercial organization with foreign investments, the amount of foreign investment must be at least $20,000.
Half of this amount must be paid within the first year after registration, while the remaining half must be contributed before the second year expires.
The Belarusian government has stipulated several preferences for commercial organizations with foreign investments, including the possibility to form a statutory fund within two years and protection from administrative liquidation.

Permanent Representative Office

According to the Tax Code of Belarus, doing business through a permanent representative office means carrying out activities on behalf of its parent company. The office is not a legal entity and cannot engage in independent business activities.

Foreign individuals and legal entities can choose one of three ways to do business in Belarus, depending on their specific needs and circumstances.
The government has clarified that foreign organizations have the flexibility to choose the best option for them, considering their business goals and objectives.