Registering a Franchise Agreement in Belarus: A Buyer’s Guide

When buying a franchise in Belarus, signing the agreement and obtaining the network manager’s permission to open is not enough. A comprehensive business licence agreement — the legal form used for franchising in Belarus — must be registered with the state. For a prospective franchisee, this is an important step in protecting their investment: the process should be agreed before making payments, ordering signage or starting to trade under the brand. Here is how to build registration into your purchase plan and avoid incurring costs without a proper legal basis.

1. Treat signing, registration and launch as separate stages

Franchising in Belarus is specifically regulated by the Civil Code, although there is no standalone franchising law. Article 910 defines the comprehensive business licence agreement, while Article 910¹ sets out the requirements for its form and registration. The agreement must be in writing; failure to comply with the registration requirement renders it invalid.

Registration is handled by the National Centre of Intellectual Property, known by its Russian abbreviation, NCIP. The procedure is governed, among other instruments, by Resolution No. 346 of the Council of Ministers of the Republic of Belarus of 21 March 2009 and the instructions approved by Resolution No. 6 of the State Committee on Science and Technology of 15 April 2009. Before submitting documents, check the current versions of these instruments and the NCIP’s latest requirements.

The parties’ signatures do not replace registration. Your purchase timetable should therefore include separate stages for agreeing the wording, signing, submitting documents, receiving confirmation of registration and beginning to exercise the rights granted.

Do not confuse this procedure with registering your own company or a trade mark, or obtaining permits for a particular activity. Each serves a different purpose. A registered franchise agreement does not, in itself, authorise you to carry out an activity that requires a licence.

2. Check that the agreement is ready for submission

Registration is not a formality that can be left to a manager after opening. If the parties have described the rights being granted incorrectly or have not prepared the supporting documents, the launch timetable may slip.

Before signing, ask a Belarusian lawyer to review the draft agreement and the legal basis for granting the rights. Prepare the following for that review:

• full details of the parties and documents confirming the signatories’ authority;
• the rights holder’s exact company name;
• a list of the intellectual property assets included in the licence package;
• a description of the permitted business activities and the scope of use of the rights;
• details of the agreement’s term and remuneration;
• documents confirming ownership of, or entitlement to grant rights over, the assets covered by the agreement.

Under the Belarusian legal framework, the agreement must grant the right to use the rights holder’s company name and undisclosed information. Merely referring to a “brand” in the subject matter of the agreement does not replace these elements. A trade mark and a company name are distinct legal assets.

If the agreement grants the right to use a trade mark, check that the mark is legally protected in Belarus itself. A foreign certificate or an international registration that does not extend protection to Belarus is not a sufficient basis for such use. Cross-check the trade mark owner, the goods and services covered, the protection period and the authority of the party granting the rights.

Where the rights holder is based abroad, clarify the requirements for translation, document formalities and representation in advance. Do not assume that an agreement used by the network in another country will automatically be suitable for registration in Belarus.

3. Put responsibilities and costs in writing

The phrase “head office handles registration” establishes neither deadlines nor responsibility. In the agreement or an agreed procedure for working together, specify who prepares the document package, signs the application, submits the documents, responds to NCIP enquiries and provides the other party with confirmation of the outcome.

Allocate the costs of patent fees, translations, preparing powers of attorney and representatives’ services separately. Check the current fees before submission: the amount depends on the registration actions involved and the applicable rates. Do not base your budget on a figure from an old article or someone else’s agreement.

It is useful to agree four checkpoints:

1. A deadline for preparing the complete document package.
2. A deadline for submission after the agreement is signed.
3. A procedure for addressing queries or deficiencies and supplying missing documents.
4. The steps each party must take if registration has not been completed by the agreed date.

The final point is particularly important for the buyer. Discuss the conditions for refunding amounts paid and allocating documented preparatory costs. These are matters for agreement and legal review, not an automatic guarantee that all investment will be reimbursed.

Also ask for an obligation to provide copies of submitted documents and any notices received. The buyer should be able to monitor progress rather than rely solely on verbal assurances that “the paperwork is being handled”.

4. Link spending to confirmed progress

The main financial risk is spending your launch budget before the legal formalities are complete. Rent is already accruing, equipment has been ordered and staff have been hired, but the right to operate under the agreement has not yet been properly formalised.

Create a schedule of commitments showing each payment, its recipient, the deadline, whether it can be deferred and the refund terms. Where possible, postpone non-recoverable expenditure until registration is complete. If you need to secure premises in advance, discuss a deferred lease commencement date with the landlord or agree another way to share the risk of delay.

Do not treat a letter from the rights holder saying “you may open” as a substitute for state registration. If the network proposes a temporary agreement in a different form, a lawyer should check that it has a valid, standalone substance and is lawful: giving a document a new name does not remove the requirements that apply to the actual relationship.

Once the procedure is complete, obtain confirmation of registration and keep it with the signed agreement and its annexes. Bear in mind that amendments to the agreement also require registration formalities; check the procedure for any subsequent changes before implementing them.

Practical takeaway: before buying, agree not only what the franchise includes but also how the agreement will reach registration: who is responsible, which documents are needed, the costs, the deadlines and the consequences of delay. Plan your opening around confirmed legal milestones, not a promised launch date.