Registering a Franchise Agreement in Belarus: A Step-by-Step Guide

When an established business starts expanding through a franchise network, signing the agreement does not complete the legal formalities. In Belarus, a comprehensive business licence agreement must be registered with the state. For the business owner, this is a separate part of the launch process: documents need to be prepared, someone must take responsibility, and the parties must agree what to do if registration is delayed. Here is how to build registration into your work with your first franchisee without turning the opening date into a legal risk.

1. Establish exactly what needs to be registered

Belarus has no standalone franchising law, but its Civil Code contains specific provisions in the chapter entitled ‘Comprehensive Business Licence (Franchising)’. It is therefore incorrect to treat the arrangement as ordinary consultancy services if, in substance, the franchisee is being granted a package of licensed rights to run a business.

Article 910 of the Civil Code defines this type of agreement. Article 910¹ requires it to be in writing and registered with the patent authority. Registration is handled by the National Centre of Intellectual Property (NCIP). Failure to comply with 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, and the corresponding instructions approved by Resolution No. 6 of the State Committee on Science and Technology, dated 15 April 2009. When preparing documents, use the current versions of these rules rather than a template saved several years ago.

Your first practical step is to ask a lawyer to establish the legal nature of the transaction. Calling it a ‘partnership agreement’ does not, in itself, remove the registration requirement. Equally, registering a franchise agreement does not replace any permits the franchisee may need for its chosen activity.

At this stage, also check whether the proposed party is eligible to act as the rights holder, who will be the licensee and who is authorised to sign the documents. If the existing business operates through several companies, do not automatically name the company that usually issues invoices as the franchisor.

2. Assemble a consistent set of documents

The main risk during preparation is inconsistency between the agreement, its schedules and the parties’ supporting documents. For example, the main text may name one company, the list of licensed rights another, while the application is signed by a representative who lacks the necessary authority.

Before signing, draw up an internal checklist:

• Parties: full names, registration details, addresses and the signatories’ authority.
• Package of licensed rights: which rights are being granted and the legal basis on which the rights holder is entitled to grant them.
• Use of the rights: the business activities, scope and territory for which the franchisee receives the rights.
• Term and fees: whether these are described consistently in the main text and schedules.
• Schedules: whether all referenced documents exist, have been agreed and relate to the same version of the agreement.

A company name and a trade mark are distinct forms of intellectual property. Do not substitute one for the other when describing the package of rights. If the agreement includes a trade mark, check separately that it is correctly identified and that the right to use it is properly documented. This is a check of the subject matter of the agreement being registered, not simply confirmation that a presentation contains an attractive logo.

The submission will require an application, the agreement and the documents specified by the current procedure. If a representative is involved, evidence of their authority will also be needed. Check the requirements for copies, submission methods and proof of payment of the patent fee immediately before applying. The amount payable depends on the applicable rules and the package of rights being granted, so do not automatically use old figures from published articles in your budget.

3. Align registration with the opening schedule

Appoint one coordinator on the rights holder’s side. This person collects signatures, checks that the fee has been paid, submits the documents, monitors communications from the NCIP and retains the final paperwork. A lawyer checks the legal aspects, but managerial responsibility for meeting the deadline should not fall between several employees.

Set out the following responsibilities and arrangements in advance, both in the agreement and in the launch plan:

1. Who submits the documents and pays the registration costs.
2. The deadline after signing for preparing and submitting the documents.
3. Who addresses any issues raised and agrees revised versions.
4. How the parties will proceed if registration is delayed or refused.
5. Which payments and actions depend on confirmed registration.

Do not promise the franchisee an opening date based solely on the expected processing time. Delays may arise between signing and submission, and documents may need correcting. Build contingency time into the schedule, particularly if the franchisee is already negotiating a lease and arranging equipment purchases.

Distinguish preparatory work from use of the licensed rights. Planning fit-out work and discussing a training timetable are not the same as starting to trade under the brand. Before registration, a signed agreement should not be treated as sufficient legal grounds for such use. A lawyer should separately assess the legal basis for early payments, the transfer of materials and other actions.

4. Keep the records and manage changes

Registration is not complete as an internal task simply because a notification has been forwarded to the franchisee. Create an electronic file containing the signed agreement, registered schedules, confirmation of registration, payment records and correspondence about any issues raised. Record which version is final and restrict access to outdated working drafts.

Give the person responsible for the launch a brief confirmation that registration has taken place, the current version has been saved and the contractual conditions for starting operations have been checked. This is more reliable than a manager’s verbal assurance that ‘everything is sorted’.

Amending or terminating the agreement also requires attention to the registration procedure. An addendum cannot be treated as a purely internal document between the parties: amendments to a franchise agreement are subject to state registration. Before changing the territory, the package of rights or other contractual terms, make legal review part of the standard approval process.

Practical takeaway: before selling your first franchise, prepare not only the agreement but also a clear registration process: a named person responsible, a checked set of documents, a budget, contingency time and a record-keeping procedure. For a franchise network, this is the foundation of clear business relationships, not a formality to deal with after opening.