Representations of Foreign Organizations

The Foreign Representations Coordination Department

Foreign Representations Coordination Department executes a complex of measures, related with the opening and activity of foreign companies’ representations in the Republic of Belarus. The department’s terms of reference cover granting permits to open and extend the operation period of foreign organizations’ representations in the Republic of Belarus, registration of foreign companies, extension of the terms of formation of the enterprises with foreign investments authorized fund, maintaining of centralized records of opened representations, the analysis of their activity and elaboration of the appropriate proposals and recommendations, maintaining of the special register of foreign companies.

Principal types of activity of the department concern:

· Receiving, consideration and preparation of documents on opening and prolongation of the term of activity of representations of non-residents in the Republic of Belarus, maintaining the account of representations opened;

· Receiving and consideration of documents on registration of the foreign enterprises, maintaining of the special register of the foreign enterprises;

· Consideration of questions on prolongation of the terms of formation of authorized funds of the enterprises with foreign investments;

· Working out and participation in working out of the legislation regulating the activity of non-residents in the Republic of Belarus and foreign enterprises.

The order of opening of the representations of foreign organizations in the Republic of Belarus is specified by Decision of the Council of Ministers of the Republic of Belarus No. 929 of July 22, 1997 “On the Procedure of Opening and Operation of Representative Offices of Foreign Organizations in the Republic of Belarus” (with changes and additions).

According to the specified document representation of the foreign organization is its isolated division located on the territory of the Republic of Belarus, carrying out protection and representation of the interests of the organization and other functions not contradicting the legislation.

Opening of such structures is made by the permission of the Ministry for Foreign Affairs of the Republic of Belarus.

A representation of an organization is not a legal entity consequently it has the right to fulfill business activity on the territory of the Republic of Belarus only on behalf of the organization it represents. Some kinds of activities which require receiving of the special permission (license) can be carried out by a representation relying only on the mentioned special permission (license) received by the foreign organization in a statutory established order.

Foreign companies representations may be opened with the purposes of activities execution on behalf and upon the direction of the organization they represent and which the name is indicated in the representation opening permit, including:

- for representations of the commercial organizations:

efficient assistance to implementation of international treaties of the Republic of Belarus on cooperation in trade, economy, finance, transport, science and technology spheres; searching of opportunities for their further development, this cooperation improvement, establishment and expansion of volume of economic, commercial, and scientific and engineering information;
investigation of commodity markets of the Republic of Belarus;
investigation of possibilities for investments activities in the Republic of Belarus, of establishment of foreign and joint enterprises;
creation of foreign and joint enterprises;
assistance to the development of the trade economic relations between countries;
representation and protection of the interests of the company;
tickets sale and booking of air, railway, automobile and sea transport companies;
other activities realization for the purposes not prohibited for these representations by the legislation of the Republic of Belarus.

- for representations of a non-profit organizations:

social support and protection of citizens including the improvement of the financial position of poor citizens, social rehabilitation of the unemployed, invalids and other persons who due to their physical or intellectual peculiarities and other circumstances cannot independently realize their rights and legal interests;
the training of the population to overcome the consequences of natural disasters, ecological, industrial and other catastrophes, to prevent accidents;
aid granting to the victims of the natural disasters, ecologic, industrial and other catastrophes, social, ethnic, religious conflicts, victims of repressions, refugees and forced migrants;
assistance to the strengthening of peace, friendship and consent among nations, prevention of social, ethnic and religious conflicts;
assistance to the strengthening of the family prestige in the society;
assistance to the motherhood, childhood and fatherhood protection;
assistance to the activity in spheres of education , science, culture, art, enlightenment, spiritual development of a person;
assistance to the activity in the spheres of health prophylactics and protection, propaganda of the healthy mode of life, improvement of the moral psychological state of the citizens;
assistance in the activity in the sphere of physical culture and mass sport;
environment and animals protection;
protection and duly maintenance of the buildings and other objects and territories having the historical, cultural, religious or nature protection importance and burial places;
in other public useful purposes.

- for representations of educational organizations:

advertising and informational work;
study of experience of activity of educational organizations of the Republic of Belarus
assistance to the concluding the agreements on cooperation between educational organizations;
assistance to experience and information exchange in education and science spheres.

Issue of the permission on opening the representation for the other public useful purposes is carried out by the Ministry of Foreign Affairs under the agreement with the state bodies that are interested.

The activity of the representation of the non-commercial organization is carried out on the ground of the programs and projects corresponding to the priority directions of the organization activity approved by the highest body of its management. The mentioned documents should include the activities directed on decision of the concrete tasks according to the purposes of opening the representation providing the terms and resources for their fulfillment. Within the frameworks of the programs and projects by the representations of the organizations at the competitive basis the financial, material and other resources (grants) can be presented by the public associations (organizations). The grants allocation by the representations beyond the realized programs and projects is prohibited.

In order to receive a permit for the representation opening, an organization shall submit to the Ministry of Foreign Affairs the following documents:

-an application comprising:

the aim (aims) of the representation opening;
the complete name of the company;
the date of the company establishing;
the location of the main office;
description of the company activities;
the information about the persons authorized to run business on behalf of the company in the Republic of Belarus/

There are no special forms for the application fulfillment. The application should be directed to the Ministry of Foreign Affairs of the Republic of Belarus either signed by the manager of organization or signed by the representative acting on the basis of the duly executed proxy.

copies of constituent documents of the organization, legalized in the established order;
a copy of a document, confirming the state registration of the company in the authorized body of the country of the applicant (excerpt from the Trade Register, a registration certificate of the company, etc.), legalized in the established order;
a proxy to the name of the manager of the representation of the company, legalized in the established order;
a recommendation letter of the bank, which is serving the company;
a copy of a special permit from state bodies of the location country of the company, if required by the legislation of the applicant's country;
Regulations (Statute) of the representation, in which the following should be indicated: the aim (aims) of opening of the representation on the territory of Republic of Belarus, the legal status, the address, the organizational structure, the competence of the manager of the representation, the order of closing the representation;
a proxy to the name of the person, authorized to execute actions, connected with opening of a representation, legalized in the established order;
the original document confirming the payment of the registration fee.

The documents, indicated in items 2 — 6, shall be submitted in one of the official languages of the Republic of Belarus. The documents translation must be certified in the established order by a notary or by diplomatic or consular institutions of the Republic of Belarus abroad.

The State due for representations opening and extending the operation period is paid by the foreign company before being granted the permit to open and extend the operation period of representations. The state dues rates are determined by the Decree of the President of the Republic of Belarus of 14.09.2006 № 574 “On some issues relating to the levying of state duties”.

State Duty rates for permissions delivery
To open the activity of the representations of foreign organizations in the Republic of Belarus:
For a period of six months	45 basic values
For a period of one year	90 basic values
For a period of two years	135 basic values
For a period of three years	180 basic values
To extend the term of the activity of representation of the foreign organizations in the Republic of Belarus:
For a period of one year	45 basic values
For a period of two years	90 basic values
For a period of three years	135 basic values
To open and extend the term of activity of the representations of non-commercial foreign organizations, and also the representations of foreign organizations carrying out exclusively charity activities on the territory of the Republic of Belarus, for a period of one year	20 basic values

As we see from the presented table, the permission to open representations can be delivered for the period from 6 months to three years, and at the same time the gradation of rates of State Duties from 45 to 180 basic values is provided. Permissions to extend the term of activity of representation can be delivered for one, two, or three years. The state duty will be accordingly 45, 90 and 135 basic values. The decree establishes a special order of payment of the duty at the opening and prolongation of the term of activity in the Republic of Belarus of representations of the non-profit organizations, and also representations carrying out exclusively charities, providing annual procedure of prolongation of term of their activity in the Republic of Belarus with payment of the state duty at a rate of 20 basic values.

The representation is considered as created on the territory of the Republic of Belarus and has the right to carry out the activity directed on achievement of the purposes for the sake of which it is opened from the moment of the permission receiving at the Ministry for Foreign Affairs. The activity of foreign organizations on the territory of the Republic of Belarus without opening of representation is forbidden.

The permit to open a representation can be denied in case if:

the necessary documents were not submitted;
the data reported is not truthful;
the activities of the organization contradict the legislation of the Republic of Belarus.

During the terms defined by the legislation of the Republic of Belarus the representation is obliged to register as the taxpayer in tax and other bodies of the Republic of Belarus according to operating order.

During the activity period of representation the head of representation has to inform timely the interested state bodies about the location of representation with instructions of the post address, phone numbers, fax, as well as about changes occurring in the activity of representation. Once in half a year (from July 1 till July 10th and from January 1 till January 10th) the written report on representation activity is presented to the Ministry of Foreign Affairs [a pdf-file, 102Kb]. The structure of the data in the report on the activity of foreign representation includes data on representation location, phone numbers, faxes, employees of representation, the description of activity of representation specifying goods and services in realization, acquisition or carrying out a marketing research of which the representation assisted the head office, carried out projects and programs, terms and resources for their execution, the size of grants allocated to public associations and citizens and their addresses.

The representation of the non-profit organization presents to the Ministry of Foreign Affairs of the Republic of Belarus programs and projects [a pdf-file, 100Kb], confirmed by the supreme body of parent organization on the basis of which it carries out the activity in the Republic of Belarus.

The program and the project of the representation of noncommercial organization is a complex of the actions directed on the solution of specific targets, corresponding to the purposes of opening representation, providing terms and resources for its execution.

Within the frames of realization of programs and projects representations of the noncommercial organizations on a competitive basis financial can allocate material and other resources (grants) to public associations (organizations) and citizens.

Grants allocation out of realized programs and projects of the organization representation is forbidden.

According to the legislation of the Republic of Belarus the activity of foreign companies representations shall be terminated:

in case of liquidation of the organization;
in case of termination of the concluded international treaty, on the basis of which the representation was opened if it is envisaged by the treaty;
upon a decision of the organization that opened the representation;
upon a decision of the court in case of breaching the legislation of the Republic of Belarus;
upon a decision of the Ministry of Foreign Affairs of the Republic of Belarus in case of breaching by the representation of the order of activities established by the present regulation.

To close a representation, the organization or the body that opened the representation shall submit to the Ministry of Foreign Affairs of the Republic of Belarus the following:

an application to close the representation;
a bank certificate of the current account closing;
a certificate of the State tax inspection about settlements performed with the budget;
a receipt from the bodies of interior affairs about seals (stamps) liquidation;
the original of the permit to open the representation;
service ID cards.

Typical questions and typical errors while opening representations

1. Is it easy to open a representation?

It is easy, it’s necessary to fulfill only two conditions: to prepare necessary documents correctly and to pay a state duty.

What is correctly?

First, you should attentively read the documents prepared for representation opening before their legalization. Cases of poor-quality documents preparation happen in practice rather often. For example, in one day the foreign organization prepares the power of attorney on the head of representation and Statute about representation in which the competence of the head of representation should be reflected. Theoretically the article of Statute and the text of the power of attorney should be identical, if not under the text, that by implication at least. For example at the same time in the power of attorney the right of the conclusion of contracts on behalf of the organization is provided, and in the Statute — a direct interdiction, or in one document the right of the order of the representation account is provided, and in other — the reference to necessity of strict observance of the estimate of expenses, etc. The Statute establishes regulations of activity of representation, the power of attorney — legal aspects of activity of the head of representation. What of these documents will have the bigger validity? It is necessary to reflect all demanded data by application preparation too, and also not to forget to have this document signed by the head of the organization, or by the authorized person. Secondly, it is necessary to check up completeness of documents, i.e. to prepare all documents provided by the Decision of the Council of Ministers of the Republic of Belarus “On the Procedure of Opening and Operation of Representative Offices of Foreign Organizations in the Republic of Belarus”. In the third place, it is necessary not to forget about the document requirements regarding their legalization and translation. We would recommend those who wish to open a representation to translate documents on the territory of the Republic of Belarus, or to certify them in diplomatic or consular missions of the Republic of Belarus abroad to exclude recurring reference to translations bureaus.

3. What should be reflected in the head of representation power of attorney?

The form and the validity of the head of representation power of attorney are defined by the legislation of the country where the power of attorney is delivered. We have no right to regulate presented credentials, but at the same time we recommend to provide following functions:

Fulfillment of all necessary formalities, including any documents preparation, signing, granting and receiving during the process of opening the representation of the organization in the Republic of Belarus;
Activity arrangement and management of representation of the organization;
Organization representation in negotiations with the state authorities and other authorized organizations as well as with business partners, and as also signing of necessary documents, including business contracts, on behalf of the organization;
Representation of organization interests in courts of the Republic of Belarus, with all and any rights given by the law to the claimant, the respondent, the applicant or other participant of process;
Documents signing, including financial papers on behalf of organization representation, opening and closing of current and other accounts in banks, the financial resources commanding;
Internal documents approving, employment and dismissal of workers of representation of the organization, the labour contracts conclusion with them;
Realization of all other activities and formalities connected with the head of representation functions;
Appointments and any appointment cancellation as re-trust or delegation of credentials concerning all named questions;
Realization of necessary activities and formalities connected with the representation closing in case of the termination of the representation activity.

It is possible to present credentials on technical modifications of the Representation Statute, for example, connected with changing of its location etc.

4. What are the requirements to the Representation Statute?

It is obligatory to mention in the Representation Statute the following:

The representation name — the representation name consists of the organizational-legal form of the organization, the original name of the organization, references to the country of registration of the organization and to the representation host country, for example, Representation of the closed joint-stock company «Kupalinka GmbH» (Federal Republic of Germany) in the Republic of Belarus;
The purpose (s) of opening the representation on the territory of the Republic of Belarus — it is necessary to indicate specific goals for the sake of which the representation opens;
The address — it should be confirmed by the rent contract or the letter of guarantee on representation location. The question on the representation location should be worked out in advance, as subsequently it is necessary to register at the local state tax inspection, the location modification will be connected with the necessity of modification of the Representation Statute and with the transition to an other tax inspection etc.;
Organigram;
The head of representation duties and responsibilities;

Order of closing of representation — it is important not to confuse the termination of activity of representation and liquidation of the legal person.

In addition it is necessary to reflect the questions connected with employment of citizens, accounts opening, accounting, wages payment, the representation property and its administration. The Representation Statute should be confirmed by the authorized person/body of the organization, stitched and assured by the organization seal, or it is notarially certified by the signature of the person operating on the basis of the power of attorney. The Representation Statute is presented in 4 copies, one of which remains at the Ministry of Foreign Affairs of the Republic of Belarus, the other three with marks of registering body are returned at the permission to representation opening delivery.

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Representations of Foreign Organizations