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Establishing a business in Russia: How to set up and register a company in Russia, company formations



Most of the information below has been provided by the Russian law firm VISTA Foreign Business Support (www.vfbs.ru).

The form of legal presence in Russia influences all aspects of activity including possibility for making deals and tax consequences of the deals, financial and tax accounting and reporting, possibilities under customs, currency control legislation, ability to employ foreign nationals, repatriation of income, application of international treaties and many others. Therefore, particular attention must be paid to Russian business modeling to be made PRIOR setting up legal presence in Russia.
There are several forms for a foreign investor to start business in the Russian Federation. Foreign investor may set up (or register) a Russian legal entity in the form of limited liability company, joint-stock company (which can be private or public) or partnership. The other way is to register a representative or branch office of a foreign company in Russia.
In order to get more information on the different types of entities that you can establish in Russia see the Comparison Table below:

Table 1: Starting Up a Business in Russia - Legal Entities
Russian legal entity Subdivision of a foreign company
Limited liability company (LLC) Private joint stock company (PJSC) Representative office (RO) Branch
Legal Status
LLC and PJSC are Russian legal entities. They may conduct any form of commercial activity, provided it is not prohibited by the Russian legislation. For conducting any licensed type of activity it is necessary to obtain license.
The number of shareholders/participants in PJSC/LLC can not exceed 50. Any Russian and foreign companies and persons may be founders and shareholder in any number of Russian companies. The company may be established by a single founder, as long as the founder is not a company owned by a single legal entity or individual. Some peculiarities exist for the companies with single founder. For more detailed information please see Sole ownership .
RO and Branch of a foreign legal entity are not considered as a separate legal entity. RO and Branch are subdivisions of a foreign company. They are considered as Russian non-resident entities for currency control purposes
RO is a subdivision of a foreign legal entity that represents the company’s interests in Russia. ROs officially are not allowed to undertake commercial activity, in Russia. Branch is a subdivision of a foreign legal entity that may conduct commercial activity.
Registration and Accreditation

Registration is done by the Tax authorities, which keep the United State Register.
Company also shall be registered with State Committee for Statistics and three non-budgetary funds (Pension fund, Obligatory Medical Security fund and Social Security fund)*. Please also see Registration process and list of documents

ROs and Branches may be accredited at several state bodies, such as State Registration Chamber (GRP), Chamber of Trade and Commerce and various Ministries of the Russian Government, although the Consolidated State Register of ROs and Branches is kept by GRP. ROs and Branches also shall be registered with the Tax authorities, State Committee for Statistics and three non-budgetary funds (Pension fund, Obligatory Medical Insurance fund and Social Security fund). Please also see Registration process and list of documents
Registration and Accreditation duties and charges
Registration duty is 2000 rubles (~70 USD).
There are also charges for registration of company’s seal, registration at State Committee for Statistics, which amount in general to no more than ~80 USD.
Accreditation charges of the GRP depend on the term for which a RO is set up
1 year – 1000 USD
2 year – 2000 USD
3 year – 2500 USD
Accreditation charge of the GRP for 1, 2, 3 and 5 years accreditation is 60,000 rubles (~2150 USD).
There is also a state duty which is also 60,000 rubles (~2150 USD).
Authorized capital
Minimum authorized capital for LLC and PJSC is 10,000 rubles (~370 USD)
At least 50 per cent of the authorized capital shall be paid-up prior to the company’s registration. 50 per cent of the authorized capital shall be paid-up within 3 month upon the registration.
There is no requirement for the authorized capital. Under the Federal law there is a requirement to form assets, but the amount is not stipulated.
Management structure
LLC and PJSC have a three-tier management structure consisting of (1) the general meeting, (2) the board of directors, and (3) the executive body**.
General meeting is the highest management body and it must meet at least once a year.
Board of Directors effects general supervision of the company’s business activities which are not referred to the competition of the General meeting
Executive body of a company may be represented by both an individual and collegial body. The executive body acts pursuant to the Charter document and doesn’t need a POA.
For both the RO and B ranch an executive body (Head of RO or Branch) should be appointed by the foreign legal entity. Such executive body acts pursuant to the Power of Attorney issued by the foreign legal entity.
Shares/Units
Authorized capital is divided into shares/units which represent rights and obligations of a shareholder/participant in accordance with their participations in the authorized capital. Non applicable
A unit is not a security.
The units can be sold to anyone, but there can be stipulated right of priority for the unit purchase.
A share is a security.
Open subscription is prohibited
The shares allotment shall be registered with the relevant state body.
   
 Accounting and Tax Compliance
Companies shall file accounting and tax reports with the tax authorities on a quarterly basis. Reports on VAT shall be filed every month. For more information please see Reporting compliance table There is almost no distinction between a Branch (or taxable RO) and Russian legal entity in terms of tax compliance. RO which carry out auxiliary and marketing activity also should submit reports on their activities and possible income and all reports related to payroll and social taxes. Reporting is generally done every quarter with exception for VAT (monthly) to the special Tax inspectorate, which deals only with RepOffices and Branches. For more information please see Reporting compliance table
Foreign Staff
In order to employ foreign citizens a company shall obtain Employment permit. Afterwards every foreign employee shall obtain personal work permit. A work visa is also required. For more detailed information please see Employment of foreign citizens RepOffices and Branches of foreign companies have to obtain Employment permit. Every foreign employee also has to obtain personal work permit. A foreign employee visa (subtype of work visa) is required. For more detailed information please see Employment of foreign citizens
* Effective 1 January 2004, the registration procedure for Russian legal entities is simplified by the introduction of a “one window” approach to the process and Tax authorities are responsible for the registration procedures.
** If there is one founder in the company the management structure differs from the structure owned by several founders. See the information on Sole Ownership


Sole ownership.
As it was mentioned before Limited Liability Company or Private Joint Stock Company can be founded by an individual (Russian or foreign) or by a legal entity.
The founding document at Sole ownership company is a Charter. Such company doesn’t have some management bodies such as General Meeting of the Founders. There is no Board of Directors. All the decisions are taken by the sole founder. Accordingly legislative requirements on calling of the general meetings, and other procedural requirements do not apply to such company. The management of the company is done by issue of written decisions of the fonder. If the fonder is also a General Director in the company the decisions are made by issuance of orders.
At the same time such company is a separate legal entity, its assets are legally isolated from the assets of the founder.


Formation of a Russian legal entity. General information.

Stages of registration of a Russian legal entity:

1. Registration at the Tax authority 5-7 working days
2. Registration at the State Committee for Statistics. 2-5 working days
3. Making of the seal of the Company. 2-5 working days
4. Registration at non-budgetary funds (Pension Fund, Social Security Fund, Obligatory Medical Security Fund) is done by tax inspectorate
5. Opening of the bank account depends on the bank
6. Registration of the shares issue with the Federal Services for Financial Markets* 24-30 working days
*Is applicable only to Private and Public Joint Stock Companies.


List of documents required from a company – non-resident:

1. Certificate of Incorporation or extract from the Trade Register of the country of origin.
2. Memorandum and Articles of Association.
3. Resolution of the Company’s executive (managing) body upon the appointing of the Head of the new company or Power of Attorney to the person authorized by the Company.

Documents mentioned above require Consulate legalization or apostille with notarized translation to the Russian language.


List of documents required from a foreign individual:
1. Passport
2. Russian visa (if any)


Representative and Branch office accreditation. General information.
Stages of accreditation:
1. Accreditation with the accreditation authority 14-21 working days
2. Producing the seal 2-5 working days
3. Registration at the State Committee for Statistics 2-5 working days
4. Registration at the State Tax Inspectorate 5-7working days
5. Registration at non-budgetary funds is done by tax inspectorate
6. Opening of a bank account depends on the bank


List of documents required from a foreign legal entity:
1. Memorandum and Articles of association of a foreign legal entity (charter, bylaw).
2. Certificate of Incorporation of a foreign legal entity or Extract from the Trade Register.
3. Letter of introduction provided by a Bank that serves for a foreign legal entity in the country of incorporation that proves its solvency.
4. Resolution of a foreign legal entity about opening of the Representative or Branch Office and appointing of the Head.
5. Power of Attorney given to the Head of the Representative or Branch Office.
6. Certificate of registration with Tax authorities with Tax Code of a foreign company (or its analogue in the country of its establishment).

Documents mentioned above require Consulate legalization or apostille with notarized translation to the Russian language.




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VISTA Foreign Business Support provides consulting, law, and accounting services for organizations and individuals.
Phone: +7 095 933 7822, Fax: +7 095 933 7823
E-mail: info@vfbs.ru
Web: www.vfbs.ru


 


 

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