As of November 19, 2024, Belarus allows foreign businesses to establish branches of foreign legal entities with the right to conduct commercial activities.
Previously Available Legal Forms:
- There was only one corporate form for foreign business operations in Belarus: establishing a subsidiary company (such as an LLC, CJSC, or other legal entities).
- Foreign companies could open representative offices, but without the right to conduct commercial activities. This was often used by international pharmaceutical firms and companies performing supportive or representative roles.
- Foreign contractors could carry out business without a local corporate structure, registering only for tax purposes as a permanent establishment (common among foreign construction companies).
Opening a Branch: Procedure
The procedure is established by the Regulation On opening and closing foreign organizations’ representations and branches, adopted by Council of Ministers Resolution No. 846 of November 16, 2024.
To open a branch, you must apply to the regional executive committee (or Minsk city executive committee), or to the administration of the China–Belarus Industrial Park “Great Stone” depending on the branch’s proposed location.
Required basic documents:
- Application to open a branch.
- Legalized extract from the foreign entity’s Commercial Register.
- Regulation of the branch.
- Notarized power of attorney appointing the branch director and the person authorized to open the branch (if applicable).
State Fee and Terms
No state fee is required for opening a branch.The review period for documents is from 30 working days to 2 months. Approval must also be obtained from relevant state bodies, determined by the registering authorities, based on the branch’s intended activities.
A branch is considered officially established from the date of its entry in the register of foreign legal entities’ representations and branches.
Employment of branch staff is regulated under Belarusian labor law
Taxation of Branches
According to the draft amendments to the Belarusian Tax Code (Art. 180), a branch of a foreign legal entity is regarded as a permanent establishment of a foreign organization.
Thus, the branch must:
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Pay local taxes on its operations (corporate income tax, VAT).
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Act as an agent for personal income tax.
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Maintain accounting records as per local standards.
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File tax returns.
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Fulfill other payer obligations under tax law.
When a Branch Makes Sense
Branches are often chosen for international operations when:
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There’s a need for direct control and management via instructions from the parent company.
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The business does not require full legal independence, in contrast to a subsidiary company.
Need Assistance?
If you’re considering setting up in Belarus—whether as a subsidiary, branch, or representative office—our lawyers can guide you through details and help choose the most suitable structure.
For questions or consultations in Corporate law or M&A, feel free to message via telegram or contact us by phone.
