12 Steps to Open a Company in Russia

12 Steps to Open a Company in Russia

The incredible resource potential of the Russian Federation continues to attract foreign investors to the country and Russian legislation provides for these particular forms of investment, namely the right of foreign entities and citizens to be the founders of legal entities, in other words, to open companies in Russia.

In most cases, international investors prefer the form of a Limited Liability Company (hereinafter referred to as- “LLC”), based on its simplified tax system and transparent registration procedure, which includes the following steps:

Step 1. Create Company Name

According to the current Russian legislation, the company name shall include it’s legal form (in our case – LLC) and the actual name of the legal entity.

Step 2. Choose a Registered Office

A LLC’s registered office is the address of company’s sole Executive body (for example, General Director).

Step 3. Identify the Company’s Business Scope

The establishment of legal entities with foreign capital could be limited in state security value areas, for instance, geological studies and (or) the prospecting and extraction of minerals, as well as the extraction (yield) of sea resources.

Step 4. Determine the Amount of Registered Capital

According to law, the registered capital shall be determined in rubles, with a minimum of 10,000 RUB (152 USD).

Step 5. Drafting of the LLC Charter

The Charter shall contain detailed information on the company regulations and its structure.

Step 6. Hold a General Meeting

This stage serves as a formal consolidation of all of the above-mentioned decisions. In addition to those issues, the Meeting Minutes shall include decisions for the following questions:

– Conclusion of the Articles of Incorporation (if the company has more than one founder),

– Election or appointment of management bodies,

– Formation of the Audit Commission or the election of the Auditor (if it is prescribed by law or the Company Charter).

Step 7. Obtain Notary Translations of Documents

All submitted documents shall use the Russian language or are to be translated into Russian and to be submitted to the registration agency.

Step 8. Legalization or Apostille of the Necessary Documents

All of the necessary foreign public documents shall go through the relevant legalization or apostille procedure for the purposes of the verification of validity.

Step 9. Complete Registration Form

The completion of the registration form can be done via two main methods: Manually or using the official website of the registration authority – National Tax Agency (hereinafter – “NTA”). The main problem could be the absence the English version of the registration form online.

Step 10. Pay Registration Fee

The registration fee is 4,000 RUB (61 USD).

Step 11. Prepare all Necessary Documents

You will need to submit the following documents to the FTA:

– LLC Registration Form;

– Meeting Minutes of the General Meeting on the establishment of LLC;

– LLC Charter (2 var.);

– Articles of Association (In the case of multiple founders);

– Registration Fee Slip;

– Guarantee letter for further rental agreement or other documents that can confirm the rights to use the address for LLC registration (for example, real estate sales contract),

– Statement from State Trade Register (if founder – foreign legal entity);

– Foreign citizen’s passport (In the case where the founder is a foreign citizen);

– Notarized power of attorney (If a foreign person is utilizing representatives for this service).

Step 12. Submit the Registration Form and Documents

There are the following ways to submit documents:

1. Manual submission;

2. Delegated submission;

3. Notary submission;

4. Electronic submission.

In 2019, the period for the registration of a legal entity is 3 working days.

After these steps you will obtain the company business license and the formal registration procedure will be complete. However, in reality, you will need to follow other steps in the procedure of company set up, such as opening a Bank account, choosing a company tax scheme, the appointment of the Company’s General Director, etc.

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