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, licenses are required for some types of activities.

Capital

For the incorporation of a Russian OOO, the minimum capital has to be the equivalent of 100 times the minimum monthly wage. Half of this sum has to be deposited in a temporary bank account before the LLC is registered with the Russian authorities and then it must be transferred to a permanent bank account. The other half of the share capital has to be paid up within a year after the company has been registered. Capital contributions may be in cash or assets. The capital of a Limited Liability Company in Russia is divided into participations or units, which are not considered securities. Units can be sold to anyone.

Shareholders

A Limited Liability Company may be set up in Russia by one shareholder, but no more than 50 members, no matter their nationality or residence. Members of a Russian OOO may benefit from additional rights and may also have supplementary obligations exceeding their contribution if it is decided so by unanimous vote by all company members. On the other hand, a member of a Limited Liability Company may be expelled by court decision if one or more members with a 10% share request so.

Management and control

Any OOO in Russia needs to have at least one director. Usually, the management structure consists of a General Meeting, a Board of Directors and an Executive Body. General meetings must be organized at least once a year. The Board of Directors is also the Supervisory Board, with the role of supervising and controlling the activities that are not brought up in the General Meeting, while the Executive Body follows the instructions mentioned in the Charter document. 

Other requirements

After registration of the OOO in Russia, the company also has to register with Tax authorities, State Committee for Statistics and three non-budgetary funds (Pension fund, Obligatory Medical Security fund and Social Security fund). In addition to that, it is required by law that Russian LLCs provide monthly VAT reports and a tax report every three months. If a Limited Liability Company employs foreign citizens, it should apply for a special permit and foreign employees should also request a working permit.

BridgeWest offers assistance for setting up a company in Russia, including virtual office and other related services.