Creation of a branch in Belarus

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  1. The decision to create a branch
  2. We make changes to the charter
  3. Approval of the regulations on the branch
  4. Power of attorney to the head of the branch
  5. Registration
  6. Opening a bank account

A branch is a separate subdivision of a legal entity. Unlike a representative office, a branch is not only the legal representative of the company when concluding transactions, but can also carry out economic activities at its separate location. When deciding to expand a business, there is a choice between opening a branch or a subsidiary. The advantage of the branch will be the ease of creation and, subsequently, closure, the ability to control the activities of the head of the branch. At the same time, you need to understand that although the property of a branch is in a certain sense also separate, but not to the same extent as the property of a newly created legal entity. This means that even if the branch itself is solvent and profitable, the financial problems of the parent organization will certainly hit the branch.

Step 1. Making a decision to create a branch.

The decision to create a branch is made by the supreme governing body of a commercial organization (the founder of the enterprise, the only member of the LLC or the general meeting of participants). The decision to create and liquidate branches can be attributed to the competence of the board of directors (supervisory board). This decision determines its name, location that is different from the location of the parent organization, and also approves changes and additions to the constituent documents in the form of an annex to the charter or its new edition. Also, the decision can determine the main directions of the branch's activities, as well as contain instructions regarding the head of the branch. However, it must be understood that the approval of the regulations on the branch and the appointment of the head are within the competence of the head of the legal entity. 

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Step 2. We make changes and additions to the charter.

Based on the decision of the governing body of a legal entity authorized to make a decision on the creation of a branch, the head of the legal entity registers changes and additions to the charter by submitting an application for registration, Sheet B (branch questionnaire), as well as a new version of the charter (annex) in duplicate and on disk in * .doc format. For amendments to the charter in connection with the creation of a branch, a fee is paid in the amount of 2 basic units (as of 01.01.2017).

Usually, an indication of the creation of a branch in the constituent documents contains information about the name and location of the branch. Information about the head of the branch and his functions is not included in the charter.

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Step 3. Approval of the regulations on the branch.

The head of the legal entity (parent organization) approves the regulations on the branch. The legislation does not approve the mandatory list of information included in the regulation on the branch of a private commercial organization. However, it usually contains information about the name of the branch, its location, the main areas of activity, the powers of the head, the order of relations between the branch and the parent organization. The branch regulations are not registered.

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Step 4. We issue a power of attorney to the head of the branch.

Do not forget that the head of the branch does not have powers based on the fact of the position held. This is how he differs from the head of the parent organization. The head of the parent organization issues a power of attorney to the head of the branch on the basis of civil legislation. You should carefully consider the formulation of powers in this power of attorney. Since the absence of certain powers in it cannot be compensated for either by the presence of the corresponding powers in the regulations on the branch, or by their presence in the decision of other governing bodies of the legal entity. The issuance of a power of attorney to the head of a branch cannot be delegated to other governing bodies of a legal entity. This is the difference between the power of attorney for the head of the branch and the regulation on the branch.

At the same time, one should not forget that the head of a branch must be an employee of a legal entity. Accordingly, his rights and obligations should also be reflected in the employment contract and job description. In the event of disputes with the head of the branch as an employee, it is these documents, and no longer the power of attorney, that will have legal value.

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Step 5. Registration.

Legal entities are obliged, no later than ten working days from the date of the establishment of the branch, to notify the tax authority at the place of registration of the creation of a separate division of the organization. In connection with registration with the tax authority, one should not forget about the need to get a book of comments and suggestions. Branches allocated to an independent balance sheet are also subject to registration with the FSZN authorities. The deadlines for registering with the Federal Social Welfare Fund have not been established, however, it is recommended that this issue be resolved within a month after the opening of the branch. Here we can draw an analogy with the fact that the term of registration with Belgosstrakh is set at 1 month.

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Step 6. Open a bank account.

The branch has the right to open a separate current account in a Belarusian bank, but this is not an obligation. This issue can also be settled in the regulations on the branch. To open an account, the bank as a rule requests a copy of the charter of the parent organization, power of attorney for the head of the branch, regulations on the branch. However, the exact list of documents must be clarified with the bank where the account is opened. Since, despite the content of the instructions in the legislation (Decree of the President of the Republic of Belarus No. 1 dated 16.01.2009) regarding the documents required to open an account, banks require a list of documents that they independently establish. It should be remembered that at the time of opening a bank account, registration with the tax authorities must be completed. Even if the bank does not require you to provide a notice of registration with the Tax Inspectorate.

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