2018. június 21.

Registration of a legal entity in Russia in 5 steps

Russian-Tax-News-2018Anyone going to do business in Russia or managing to establish a Russian subsidiary in the form of a limited liability company (LLC) is surely interested in the details of registering a legal entity in Russia.

In this article we will give you a useful support guide through business in Russia. We will show you the 5 necessary steps and 8 required documents for registering a legal entity in Russia.

Step 1: Documents for registEring a legal entity in Russia

The documents required for a company registration are as follows:

1.Registration application prepared according to template R-11001

The registration application template R-11001 was published in order № ММВ-7-6/25@ of the Russian Federal Tax Service (FTS) (only available in Russian).

2.Decision (minutes) of establishment issued by founder / founders

The decision (minutes) should contain the following information:

  • personal information about founders;
  • decision on establishment of legal entity in Russia confirmed by all participants;
  • information about the form of the legal entity’s incorporation;
  • approval of articles of association;
  • registered address;
  • approved amount of authorised capital, amount and nominal value of shares, procedure and deadline for payment of these shares;
  • appointment of general manager.

The minutes should also indicate the results of the voting conducted for each of the approval points.

3.Founders’ agreement (in case of several founders)

The agreement on the establishment should contain all the basic information about the legal entity in Russia – name, address, articles of association, amount of authorised capital, etc. Also, the agreement must specify the rights and responsibilities of the founders.

4.Company’s articles of association

The company’s articles of association are the main, mandatory document. In addition to the basic information, the articles of association must contain a description of the company’s purposes, corporate structure and its management bodies. Also, the articles of association specify the procedure for carrying out production and economic activities and any reorganisation procedure.

5.Approved letter of registered address

The approved letter of registered address is a document which confirms that the owner of the premises will provide a separate location for the legal entity in Russia. This document is not required by law, but its absence can impact on the decision to register the company. The letter must contain actual contact information about the premises owner.

6.Notification of transition to special taxation regime (if applicable)

A tax regime may be chosen before submitting the registration documents package. If any special tax regime is chosen, the corresponding notification should be attached to the package. The notification on the transition to the special tax regime was approved by the Russian Federal Tax Service in Order № ММВ-7-3/829@ (only available in Russian).

7.Result of assessment by independent appraiser on property contribution to authorised capital (in case of non-cash contribution)

The minimum amount of authorised capital must be RUB 10,000 / EUR 140 (Art. 26 of the Civil Code of the Russian Federation). The capital must be contributed within four months of the registration. If the authorised capital comprises property or property rights, then an independent appraiser’s report regarding such assets is required.

8.Document confirming payment of stamp duty

All the documents, statements and notifications must be filled in very carefully. If the FTS rejects the registration, the founders must submit all the documents again and repeat the stamp duty payment.

Step 2: Payment of stamp duty

The stamp duty for a legal-entity registration amounts to RUB 4,000 (EUR 55). If there are several founders, the amount of stamp duty should be divided in equal shares between all founders, regardless of their participation in the company. After payment of the stamp duty you should obtain a receipt of the payment, which should be attached to the registration documents.

Step 3: Submission of documents

There are 3 options for submitting documents for a legal-entity registration:

  • submission of documents by hand to the FTS Office,
  • submission of documents by post to the FTS Office,
  • submission of documents online using the public and municipal services website

In Moscow, documents may only be submitted to FTS Office №46. In other regions, documents must be submitted to the competent FTS Office for the company’s legal address. Registration by the state is carried out within 5 working days of the submission date. The certificate of incorporation and other documents may be uplifted from the FTS Office or received in electronic form by email.

Step 4: Company stamp 

After receiving the company registration documents, a company stamp should be made. A company stamp can be made by any commercial company providing such services.

Step 5: Opening of bank account

After receiving a company stamp the founder/founders should open a bank account at any Russian bank, at the discretion of the founder/founders.

If you would like to know more about the registration of a legal entity in Russia, please visit the homepage of Althaus Group, the exclusive representative of WTS Global in Russia.

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