Registering a franchise agreement in Belarus: what to check

Signing a franchise agreement in Belarus does not complete the legal formalities of buying a franchise. The agreement must be registered with the National Centre of Intellectual Property (NCIP). As a prospective franchisee, you should establish in advance who will handle the process, which documents you will receive and what happens if there is a delay. Otherwise, preparations for your outlet may move ahead before your right to operate under the franchise has been formalised.

1. Understand exactly what must be registered

Belarus has no separate franchising law, but that does not mean there are no specific rules. The Civil Code contains a chapter entitled ‘Comprehensive Business Licence (Franchising)’. Article 910 defines this type of agreement, while Article 910¹ requires it to be in writing and registered with the patent authority. Failure to meet the registration requirement renders the agreement invalid.

The registration procedure is set out in Resolution No. 346 of the Council of Ministers of the Republic of Belarus, dated 21 March 2009. Under this resolution, the NCIP maintains the State Register of Comprehensive Business Licence (Franchising) Agreements. Agreements, amendments to them and their termination must all be registered.

It is the individual agreement that is registered, not the brand’s business model as a whole. A seller’s statement that ‘our franchise is already registered’ therefore does not confirm that your own contractual relationship has been formalised. Registration of a company, a trade mark or an agreement with another franchisee is no substitute for this procedure either.

Ask the franchisor to explain how your particular agreement will be registered. If the seller considers registration unnecessary, request a written legal justification and have it reviewed by an independent Belarusian lawyer before paying or starting operations. The assurance that ‘everyone opens this way’ does not remove the legal risk.

2. Assign responsibility and prepare the documents

Do not leave registration to a verbal understanding. The draft agreement should specify which party will arrange submission, who will supply any missing information and who will respond to NCIP enquiries. If a representative is acting on your behalf, check in advance that their authority is properly documented and covers the necessary tasks.

Agree a separate practical checklist covering:

• who prepares the application and checks the document pack;
• who supplies signed copies of the agreement and its schedules;
• who issues a power of attorney to the representative, if required;
• who pays the patent fee and provides proof of payment;
• how soon after signing the documents must be submitted to the NCIP;
• how the franchisee receives confirmation of submission and details of the outcome.

Before submitting, check the NCIP’s current requirements for the documents needed, the number of copies and their format. Do not rely solely on an old guide or another franchisee’s document pack: requirements and fees must be checked as at the date of application.

Pay particular attention to the version of the agreement. The text submitted for registration must be the version agreed and signed by both parties, with all necessary schedules. Keep an identical copy of the complete pack. If the franchisor prepares the documents, ask to see the final pack before it is sent: this can help you spot a missing schedule or an unapproved revision in advance.

Break down the costs into the official fee, representative’s fees, document preparation and any translation required. Clarify whether these are included in the franchise purchase price. The wording ‘legal support included’ does not, by itself, explain whether the official registration fee is covered or who pays to correct errors.

3. Agree deadlines and what happens if there is a delay

Resolution No. 346 provides for registration within one month of the patent authority receiving the required documents. You cannot automatically count this period from the date the agreement is signed: the document pack must first be prepared and submitted. Show preparation, submission and receipt of the outcome as separate stages in your launch timetable.

Ask a lawyer to help agree the sequence for registration, the granting of rights, payments and the start of brand use. Do not assume that an acknowledgement of submission authorises you to operate under an unregistered agreement. Nor should you assume that a clause stating that the agreement ‘takes effect on signing’ overrides the statutory requirement.

Set out a procedure for three situations:

• The documents are not submitted on time. How will the franchisee be notified of the delay, and how long will the responsible party have to remedy the breach?
• Corrections are required. Who prepares and approves the revised version, and who pays for additional services?
• Registration is refused. How will the parties obtain the decision, assess whether the reasons for refusal can be addressed and deal with sums already paid?

These are not guarantees of an automatic refund, but issues that need to be worked through with legal advice in advance. Separately assess costs that will arise regardless of the registration outcome, such as rent, signage production and contractors’ work. Where possible, avoid irreversible commitments while the arrangements for formalising the agreement remain unclear.

4. Obtain the outcome and keep a record of changes

Once the process is complete, request documentary evidence of registration and check the details: the parties, the agreement’s date and number, and the registration particulars. A message from a manager saying ‘everything is ready’ is no substitute for documentary confirmation. Keep the registration documents alongside the signed agreement, schedules, proof of submission and payment records.

Bear in mind the scope of the review: the NCIP checks the documents and the industrial property matters prescribed by law, including the parties’ authority, the subject matter, the scope of the rights granted and the agreement’s term. Registration does not confirm that the franchise is profitable or that all its commercial terms favour the franchisee. Financial and contractual due diligence remain separate tasks.

When making subsequent changes, do not stop at signing a supplementary agreement. Check whether and how it must be registered under Resolution No. 346, which expressly provides for registration of amendments to franchise agreements and their termination. Assign responsibility for keeping the contract records up to date so that the documents used in day-to-day operations reflect the formally documented relationship.

The practical takeaway: before buying, agree who is responsible, which documents are needed, the costs, the deadlines and what happens if registration is refused. Treat the process as complete only when you have documentary confirmation that your agreement has been registered—not merely a signature or the seller’s promise.