Franchise Agreements in Belarus: Checking a Signatory’s Authority

Franchise negotiations are often led by one person, funded by another, and followed by an agreement signed by a third. For an established business owner, this is not a reason to walk away from the deal, but a reason to establish exactly who is taking on the obligations. Trust matters in the franchising community, but it is no substitute for checking documents. Below is a process for verifying authority before signing your first agreement with a partner in Belarus.

1. Establish who will be a party to the agreement

Franchising in Belarus is specifically regulated by the Civil Code, although there is no separate franchising law. Article 910 defines a comprehensive business licence agreement — a franchise agreement. Its parties may be commercial organisations and individual entrepreneurs. Article 910-1 requires the agreement to be in writing and registered with the patent authority: the National Centre of Intellectual Property (NCIP).

The first question before a deal is therefore not ‘who is buying the franchise?’ but ‘which legal entity or individual entrepreneur will be the licensee under the agreement?’ The applicant’s name, the name of their other business and the name of the future franchisee may all differ.

Ask the partner for:

• the organisation’s full legal name or the individual entrepreneur’s details;
• their taxpayer identification number and state registration details;
• an address and contact for formal legal correspondence;
• the proposed signatory’s name, position and basis of authority.

Cross-check the registration details against the available official information in the Unified State Register of Legal Entities and Individual Entrepreneurs. Check not only that the organisation exists, but also its current status.

If the applicant plans to set up a company specifically for the franchise, do not insert their existing business’s details into the draft ‘for now’. Before the deal is formalised, it must be clear who will receive the rights, pay the fees and be responsible for meeting the obligations. An intention to register a company does not itself authorise the applicant to sign an agreement on its behalf.

2. Check the authority to sign on both sides

Business owners should check not only the prospective franchisee, but also whether their own business is ready to sign. The brand’s founder, a shareholder and the director are not necessarily the same person. Owning a stake does not, in itself, give someone the right to act on behalf of an organisation without a power of attorney.

If the head of the organisation is signing, request the current version of its articles of association and the documents confirming their appointment or election. Check their position, term of office and the rules governing representation. Separately establish whether any restrictions require an additional decision by a governing body.

If a representative is signing, examine the power of attorney. Check who issued it, its date, period of validity and scope of authority. Wording authorising negotiations should not automatically be treated as permission to enter into a franchise agreement. Authority to sign the agreement, sign subsequent amendments and take steps to register it should be assessed separately.

If an individual entrepreneur is signing personally, verify their identity and check it against the registration details. If a representative acts on their behalf, you will also need to check the basis of that representation.

A scanned document is useful for preliminary review, but you should decide how to verify its authenticity before completing the deal. Do not collect unnecessary copies of identity documents: agree with a lawyer what supporting evidence is needed and how personal data should be stored.

Check that the authority is valid on the signing date. A document obtained at the start of lengthy negotiations may no longer reflect the signatory’s current authority.

3. Establish whether corporate approvals are needed

A director’s authority to sign documents does not always mean that a particular transaction can proceed without further approval. For companies, the Republic of Belarus Law on Business Companies, the articles of association and the circumstances of the transaction may all be relevant.

Ask a lawyer to assess whether rules on major transactions, interested-party transactions or internal restrictions apply. There is no universal rule that every franchise agreement requires shareholder approval, or that none ever does. The assessment depends on the legal form, the terms of the agreement and the organisation’s circumstances.

For this review, give the lawyer the entire agreed draft, not just the page setting out the initial franchise fee. The duration of the obligations, recurring payments, rights granted and related arrangements may all be significant.

A practical approach is to draw up a short table listing each party, its signatory, the basis of their authority, any required approval and the supporting document. Explicitly flag unresolved issues rather than relying on a partner’s verbal promise to ‘provide everything after payment’.

Carry out the same checks within your own company. This is particularly important if the founder developed the franchise but an employed director or representative will sign the agreement.

4. Document the checks before signing and registration

Appoint one employee to compile the final version of the agreement and the evidence of authority. Their task is to prevent a situation in which the lawyer has checked one company, the accountant has invoiced another and a representative of a third has signed.

Before signing, cross-check:

• the parties’ names and details across all documents;
• the signatory’s name and position against the evidence of their authority;
• the final terms against the corporate approvals obtained;
• the authority of the person responsible for submitting documents to the NCIP.

Checking the signatory’s authority does not replace state registration of the agreement. Under Article 910-1 of the Civil Code, failure to meet the registration requirement renders the agreement invalid. Allocate responsibility for preparing and submitting the documents in advance: do not assume that signing completes the process of formalising the relationship.

Keep the agreement, evidence of authority and required decisions in a single file with restricted access. Check authority again when signing subsequent amendments: the previous representative may no longer be entitled to act on the partner’s behalf.

Practical takeaway: before signing your first franchise agreement, identify the contracting party, confirm the signatory’s authority and check the necessary approvals. This process helps build a franchising community based on clear obligations rather than personal understandings between negotiators.