Russia Company Formation

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Russia

Company Formation and Related Services

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Company Formation in Russia

F.A.Q.

STEPS FOR COMPANY FORMATION IN RUSSIA

1) First of all, once the decision to open a company in Russia has been taken, the client must provide three company names as per his/her choice, information on the shareholding structure and on the activities that the future company will conduct. In order to prepare the company’s documents by the arrival of one of the shareholders, the beneficiary must provide a series of identification documents, among which we mention: passport copies of the director/s and shareholder/s, and in case one of the founders is a legal entity, articles of association and certificate of incorporation of the parent company. The said documents must be translated into Russian by a sworn translator and duly notarized. Concurrently, the charter documents pertaining to the future entity are drafted and prepared in accordance with the Russian legislation. The above mentioned documents will have to be signed by the founders of the future Russian company opened in this country.

2) The second phase of the incorporation process is represented by the client’s visit in Moscow for two or three days. Our team will provide full assistance in this respect, organizing the necessary and relevant actions together with the client. At these point, several visits to the competent authorities are required in order to open a company in Russia. For example, the Notary Public in Moscow, where the charter documents are signed by the authorized representative of the future Russian entity in front of the said Notary and the related duties are paid, and Tax Inspectorate, where the above mentioned documents are to be submitted, must conducted with the purpose of duly finalizing the registration process.

Having completed these two phases necessary for opening a company in Russia, in approximately 14 days, the State Register will issue the newly established company’s constituent documents. These can be picked-up either personally by the client, or by a person designated by the client, on the basis of a Power of Attorney. With these documents, the company’s managing director can go to any bank in Russia and request the opening of the company’s account.

 

REQUIREMENTS FOR COMPANY FORMATION IN RUSSIA

- Any person of any nationality or residence can be director or shareholder in a company opened in Russia; at some point following the registration of the company, either the foreign director obtains a working permit so that he/she can activate legally in Russia, or a Russian resident is appointed.

- the shareholders of a company established in Russia can be both natural persons or legal entities;

- a company in Russia must hold a local registered office (service provided by BridgeWest)

- the minimum capital for establishing a Limited Liability Company in Russia amounts to 10,000 rubles, i.e. approximately EUR 250.

SERVICES PROVIDED FOR COMPANY INCORPORATION IN RUSSIA

- drafting the Articles of Association (necessary for the company incorporation in Russia);The Articles of Association of the Russian company can be signed through a Power of Attorney. The AA (Memorandum or Company Statute) will have to be filed with the local authorities in Russian language.

- drafting all other documents required for the incorporation of the Russian Company; These documents include: Specimen Signatures, Special Forms provided by the Company Registration Office in Russia etc..

> arranging translations of relevant documents (all documents will have to be filed in Russian with the Russian Trade Registry);

- offering a Registered Office in Russia for your company (if required); The registered office may be a any address where the company opened in Russia declares to have its headquarters. At this address you will be able to receive correspondence from authorities and business partners.

- setting up a bank account for your Russian company.
This refers both to an initial share capital account as well as a current bank account after the company is formed.

-  recommending an accountant in Russia;
Accountancy services are recommended for any new business registration in Russia.

- setting up a Russian Limited Liability Company (LLC, or O.O.O. in Russia, added after the name of the Company)

A Limited Liability Company may be opened Russia by one or more individuals or legal entities. It cannot have as its sole participant another business entity consisting of a single person. If the number of participants exceeds 50, the entity must be reorganized into an open joint stock company or a production cooperative within one year. In a limited liability company the participants have participation interests, which don't have to be registered with Russia’s Federal Securities Service. Every participant has equal rights and obligations, to the extent of their investment. The capital of the company consists of investments made by participants and has to reach a minimum of 10.000 rubles (currency of Russia).

- incorporating a Joint Stock Company

A joint-stock company is a company, the authorized capital of which is divided into a certain number of shares. Shareholders bear no responsibility for its obligations and run the risk, within the value of shares belonging to them, of losses associated with the company's activity. Joint-stock company in which shares can be traded freely and which may have unlimited number of shareholders is an open joint-stock company. Such joint-stock companies have the right to organize a public subscription to the shares issued by it and sell them on the open market. The company whose shares are distributed only among its founders or within another circle of persons, defined in advance, is a closed joint-stock company.

RUSSIA KEY FACTS

- In Russia corporations are subject to a corporate tax of 20%. The tax has been reduced from 24% since 2008. 2% of the amount is paid to the central government as federal tax and the rest of 18% is payable to the regional government.

VAT in Russia has undergone significant changes since the modification of the Russian Tax Code as of January 2001. VAT is payable by all legal entities and individual entrepreneurs and in most cases its rate is 18%. However legal entities and entrepreneurs may be exempt from VAT contribution if their annual revenue is less then RUR one million.

> Russian companies pay a dividend tax on their income of 9% and non-resident companies pay 15%.

- To sum up, the Russian government encourages foreign investment, and there are plenty attractions for investors such as a skilled and productive workforce, a resourceful territory unexploited and a welcoming environment without any discrimination between foreign and local investors.

 Please contact us for more information regarding how to open a company in Russia and prices!



Articles on Company Formation in Russia

Types of Russian Companies

  Russian business law commands the assembly of and instructions leading corporate entities in the Russian Federation. The Civil Code of the Russian Federation remarks the legal entities and their individualities. The joint stock company in which shares can be traded without obstruction and whi ...

Setting up a Russian Company

The procedure of setting up a company in Russia is similar for the two most common business forms, Limited Liability and Joint Stock companies. The main difference consists in an additional procedure in case of Joint Stock Companies, where the founders must register the issuance of share certificate ...

The Russian State Registration Chamber

The equivalent of the Trade Register in Russia is the State Registration Chamber, organized by the Russian Ministry of Justice. Its organizational structure is divided into three headquarters: the Organization and Supervision Department, the Administration and General Services Department, Accreditat ...

Open Company Branch or Subsidiary in Russia

The state of Russia offers plenty incentives in many business sectors, and the economy is stable and oriented towards foreign investment. Therefore many entrepreneurs wish to establish companies, and companies establish branches or representative offices on the territory of Russia. A Russian branch ...

Guide to Company Incorporation in Russia

1. What is the minimum share capital of a Russian Limited Liability Company? In Russia the minimum share capital of a Limited Liability Company is 10,000 rubles (approx. 250 Euros). 2. What is the minimum share capital for a Russian Joint Stock Company? The minimum capital of the Russian Jo ...

Shelf Company in Russia

Being one of the largest and economically strongest countries in Europe, many entrepreneurs find the country of Russia as a fertile territory to start business. Foreign investment is generally regarded as beneficial, and the government offers plenty incentives. One way to invest is by setting up a c ...

Paying Taxes in Russia

1. What is the corporate tax in Russia? In Russia corporations are subject to a corporate tax of 20%. The tax has been reduced from 24% since 2008. 2% of the amount is paid to the central government as federal tax and the rest of 18% is payable to the regional government.   2. What ...

VAT in Russia

1. What is the VAT in Russia? VAT in Russia has undergone significant changes since the modification of the Russian Tax Code as of January 2001. VAT is payable by all legal entities and individual entrepreneurs and in most cases its rate is 18%. A zero-rate VAT applies to electricity or transportati ...

Company Law in Russia

Company Law in Russia is based on the Companies Act 1995 and Companies Act 1998. Recent changes have been made to the law that regulates limited liability companies, in 2008-2009 and also to the law for joint stock companies. However, these two types of companies are not the only choices that a fore ...

Doing Business in Russia

Country profile The Russian Federation is extended on more than 17 million kilometers square, representing one-eighth of the Earth's inhabited land area, and it has a population of approx. 140 million inhabitants. Its citizens descend from more than 100 ethnic groups, 81.5% being Russians. The natio ...

Foreign Investments in Russia

General overview In 2008, the World Bank estimated in the Russian Economic Report that the foreign investments have reached a total of 18.9 billion EUR. Russia was Europe’s third most valuable trading partner in 2008 and an essential energy supplier. In 2009, Ernst&Young reported a number ...

Why Invest in Russia

Russia had its ups and downs in terms of investments through the years, but now it is situated in a favorable position. Ernst & Young's European Attractiveness Survey ranked Russia by 21% rating in 2008, which meant nine points above the registered score in 2007. Although it has never been a top ...

Setting up a Limited Liability Company (OOO) in Russia

  Limited Liability Companies (OOO) in Russia are a popular form of business for foreign investors, especially when it comes to establishing wholly-owned businesses in Russia. LLCs are open to any form of commercial activity, provided that it does not violate the Russian legislation. However, l ...

Setting up a Joint Stock Company (JSC) in Russia

A Joint Stock Company is one of the most popular types of business in Russia. Russian JSCs can be either open (OJSC) or closed (CJSC). The difference between the two types of Joint stock companies is that the shares of an open JSC can be transferred freely, while in a closed JSC, share transfers are ...

Lawyer in Russia

In order to become a lawyer in Russia, there is no need to complete education in law schools or to pass a bar examination. However, some restrictions apply to those who want to appear in court in criminal matters, since they need to join the Federal Chamber of Advocates. Foreign lawyers in Russia ca ...

Russian Public Notary

The Russian public notary plays an important role in the legal system. The history of public notaries in Russia states that at first there were clerks who used to help people make contracts. Later, the notaries in Russia began to be named like that. A Russian law adopted in February 1993 regulates t ...

Russian Accountant

A Russian accountant has to be specially trained in order to understand the Russian system in accounting and financing. Accountants in Russia must respect different standards than the international ones. However, some similarities to International Accounting Standards exist in terms of using a doubl ...

Power of Attorney in Russia

The rules of authorization of the power of attorney in Russia are stipulated in the Russian Civil Code. A power of attorney in Russia is defined as an authorization issued by one person for another individual so that the latter has the legal power to represent the donor in front of third parties. Th ...

Business Start-up Costs in Russia

Starting up a company in Russia requires both time and money. An entrepreneur should analyze well the market and its requirements before proceeding with the registration. 1. What is the minimum share capital? The minimum share capital for establishing a Russian limited liability company is 10,000 ru ...

Company Liquidation in Russia

BridgeWest handles company liquidation in Russia. For more information, please contact us. The Civil Code is regulating the company liquidation procedure in Russia and it’s considered valid only after its registration in the Unified State Register of Legal Entities. According to it, the c ...

Open a Representative Office in Russia

 Are there any special requirements for creating a Russian Representative Office? It is not allowed for a representative office in Russia to perform any commercial activities and as a result it’s not subject to taxes on profits. Its main activities are related to the market research, loo ...

Register a Non Profit Organization in Russia

Federal Law No. 7 on Nonprofit Organizations (last amended in December 23, 2003), is defining the non-profit organizations as non-commercial formation, established voluntary by citizens, gathered together on the grounds of unique aims, described in the organization’s charter. Making profit is ...

Nominee Director in Russia

 When initiating the company registration in Russia, the name, address, occupation and nationality of the individuals or corporate bodies which are the beneficial owner of the limited liability company and the joint stock companies are required. In certain cases where anonymity of these be ...

Set up a company in Russia

Russian Limited Liability and Joint Stock companies have to be registered in Russia to function, and the procedures are similar for both of them. The major difference resides in the obligation of Joint Stock companies to register the issuance of share certificates, unnecessary for the Limited Liabil ...

Open Business in Russia
We guarantee a cost-efficient solution for full company setup, bank account and VAT registration

Meet us in Moscow

Call us now at +44 203 287 0408 to set up an appointment with our lawyers and accountants in Moscow. Alternatively you can incorporate your company without traveling to Russia.

As a BridgeWest client, you will beneficiate from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Russia.