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Company Formation Russia

Updated on Monday 14th May 2018

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STEPS FOR COMPANY FORMATION IN RUSSIA

1) First of all, once the decision topen 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.

Our company formation agents in Russia can assist with the registration process of any type of business.

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!
 

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