Business in Russia (Moscow, St.Petersburg)
Population: 142 800 000
Currency: Ruble (RUB)
Registration of companies (LLC, JSC), Representative or Branch Office in Russia.
Conditions for conducting business in Russia are improving. There was a significant improvement in tax system: businessmen can spend much less time on tax related procedures. Electronic tax reporting systems became more intuitive and adapted to real situations. The procedure of obtaining work authorization for highly qualified employment candidates was simplified, and there is now no need to obtain numerous medical certificates.
If you have decided to launch your business in Russia and successfully grow it, we can help you to clarify some questions and assist you with provision of full range of start-up services:
Company registration in Russia: what are the initial steps?
The most popular forms of business presence in Russia are the following:
Limited liability companies (LLC) in Russia.
Limited liability company is the most convenient legal form of business activity in Russia. A limited liability company is an independent separate legal entity with its own identity. The charter capital is divided into shares and participants bears liability only with their contributions.
Legislation of the Russian Federation has less requirements to activity of LLC than to other organizational forms (in part of general meeting of participants, disclosure of information, etc). Minimum charter capital of LLC constitutes 10 000 Rubles (approximately 150 Euros) and quantity of participants cannot exceed 50 persons.
LLC cannot give public subscription to its shares or list them on a stock market. There is a possibility to start LLC even for sole-participant (one person).
Joint Stock Companies (Public, Non-public) in Russia.
There are two types of joint stock companies in the Russian Federation: public and non-public. Main difference between is in presence of public subscription for shares or absence of such subscription.
Minimum charter capital is – 100 000 Rubles (approximately 1500 Euros).
JSCs must public information on annual accounting balance, reports on emission, reports on general meeting. JSCs are required to register issue of securities within Russian Federal Securities Market Commission (FSMC).
Representative/Branch Office in Russia.
Representative (or Branch) office of foreign companies in the Russian Federation can be established only upon authorization in Federal Tax Service and is not considered as an independent legal entity.
Standard accreditation requires 1.5-2 months. Accreditation shall be given for unlimited period of time. State duty — 120 000 rubles.
Main difference between Branch office and Representative office is in possibility to carry on business activity. Representative offices only represent interests of their headquarters (advertisement or research activity).
In some cases it may hold commercial activity, which is additional or supportive to activity of main organization. Taxation and reporting of Representative and Branch offices depend on type of the system you choose.
In order to select the incorporation form which will suit your needs, you can order a legal study on this matter to compare pros and cons of business dealing and tax burdens for certain incorporation forms.
You may also be interested in our service on secure legal structure modeling in order to ensure safety of your assets (Order ”Anti-raid Program”>>).
Company Name (for LLC in Russia).
There is no company name check in Russia. There can be companies with similar names, but registration documents will contain different registration numbers (OGRN).
Words «Russia» or «Russian Federation» or «Moscow» or their short forms is possible to use only with the permission of the Government of the Russian Federation. It will be necessary to pay state duty from 100 minimum wages – up to 0,5 percent from cost of products, services or works that you have produced or performed (depending on type of activity of your company).
Preliminary Information and Main Documents Required for Registration LLC in Russia.
- Company name;
- Registered address (may be provided to you by our firm upon request);
- Shareholder’s data (full name, citizenship, passport/incorporation documents of the company);
- Amount of charter capital;
- Types of business activities;
- Choice of a bank in Russia and types of accounts opened in it;
- Other documents and information.*
Representative/branch office: incorporation documents, choice of a bank in Russia, bank and types of accounts opened with it; other documents and information.*
* All the documents should be provided in advance in order to accomplish their translation into the Russian language. All the submitted documents must be notarized by the Russian Embassy in the Member’s (Shareholder’s) country of residence or certified by Apostille issued by corresponding governmental authorities following the notary authentication procedure in accordance with the Hague Convention (1961).
For members residing in CIS countries (Russia, Belarus, Uzbekistan, Tajikistan, Armenia, Ukraine, Kirgizia, Moldova, Turkmenistan, Azerbaijan, Georgia) verification with an Apostille and legalization of documents is not required in accordance with the Minsk Convention on legal assistance and legal relations in the framework of civil, family and criminal matters (dated January 23, 1993).
You will also have to decide on the system of taxation (general or simplified scheme, with or without VAT).
Legal address (Moscow or S-Petersburg).
In accordance with legal requirements, a corporate entity shall be deemed located in the place where its executive body operates (CEO, Directors). Location data shall be recorded in the unified state register of corporate entities and register of corporate entities and representative/branch offices in case of registration/re-registration.
If registration is organized via our company, we can provide you with legal address. .
There are two conventional types of addresses:
- Virtual office (an office with a secretary who can confirm that the company’s executive body is available at this address, receive mail or phone calls addressed to the company, provide for archive storage);
- Standard legal address (an address used exclusively for registration purposes).
Virtual Office service is certainly more expensive than standard legal address; however, you can always choose what options of virtual office you will pay for.
We recommend our clients to order Virtual Office service because tax authorities have the right to perform tax inspections in order to verify the actual location of a corporate entity. And there is administrative responsibility for false legal address.
CEO (Head Executive Body) in Russia.
The position of CEO in your company can be given both to a Russian citizen or a foreign specialist. However, one thing should be taken into account: the Russian law includes provisions aimed at protection of domestic labor market and observing this law the Russian government sets annual quotas on the number of foreigners working on its territory (this requirement is not applicable only for highly qualified specialists), i.e., a company must obtain a corresponding work permit for a foreigner. Fines for not having work permit in Russia is up to 19 000 US Dollars.
For this and many other reasons (i.e., presence of CEO in Russia is often required for signing of documents or interaction with tax and customs authorities) our company offers the Temporary CEO service. Such directors can handle various administrative orders. The main requirement in case of this service use – fully legitimate business activities of the Client’s company and control of our Company upon contracts.
Work permit (Moscow, Saint-Petersburg, Sochi).
Procedure of obtaining of work permit consists of several stages:
- Companies wishing to employ foreign nationals in Russia must submit information regarding foreign labor needs forecast (quota applications) to the employment authorities by 1 May of the previous year. Such applications should be broken down by position and by nationality.
- Employer has to receive permission on employment of foreign specialist.
- Employer receives individual work permit (plastic card) for employee.
Highly qualified (highly skilled) specialists have simplified possibilities to obtain work permit and work visa. The legal definition of “highly qualified specialists” is foreign citizens that have work experience, skills or achievements in a certain sphere of activities if the terms of his employment in the Russian Federation presuppose a salary (remuneration) of 2(two) million rubles or more for a period of time not to exceed one year.
Employers evaluate the competence and level of qualifications of foreign citizens and assume the related risks. Further, such specialist has to confirm his salary on a quarterly basis in the tax Office. Term of obtaining of work permit is about 20 working days.
At present in Sochi we may receive work permit only for highly qualified specialists.
Participants (Shareholders). Presence for the Company Registration.
Starting from July 2013 for company registration in Moscow, Saint-Petersburg and Sochi presence of participants is not mandatory for submitting of documents (we pass the documents to registration authorities via power of attorney).
General Registration Period in Russia.
Duration of LLC registration is 5 (five) business days. You should also take into account that additional time may be required for execution and translation of necessary documentation.
Registration of Representative/Branch offices –urgent (5 business days) and standard (20 business days).
Opening of Bank Accounts in Russia.
When registering your company you can open accounts with local Russian banks in Russian rubles, Euros, US dollars. Our company can also assist you in setting up Russian company accounts in other countries (with notification of Tax offices).
Accounting Services in Russia.
Upon completion of registration and receipt of original incorporation documents, primary tax returns and statistical reports should be submitted.
Attention (!): Even if your company performs no activities yet, failure to submit one quarter report will entail a penalty in the amount of approximately 160 US Dollars for each document. In order to avoid such penalties and to be sure that all the work is under control, we propose you to benefit from our accounting services.
When you hire an ordinary accountant you can never be sure what exactly he does in the accounting software, how properly he compiles primary accounting documents and when he may choose to leave your company.
By contrast, we have a team of professionals who control the methods and accuracy of accounting operations, who can transform national accounting schemes in accordance with the International Financial Reporting Standards (IFRS).
Our team of accountants will ensure provision of continuous long-term accounting services in the required scope. Our accounting software is kept at remote servers, which is important for preserving the confidentiality of your financial data. We can also offer you consulting on optimization of taxation and financial aspects of your company operation.
What other Services You May Need to Start Your Business in Russia?
We can offer you the following services: consulting on antimonopoly issues, development of business schemes and legal structures, installation of Bank-Client system, purchase of ready-made companies, offshore companies registration, receipt of electronic keys for governmental procurement operations, registration of cashier machine, and decision of many other issues which may arise in the course of your business activities in Russia.
LLC Re-registration in Russia.
Following your order we can change the CEO, legal address, increase/decrease the charter capital, change the name or participants of the company, prepare documentation required for LLC purchase or sale. Some of such actions require a simple notification, while others will lead to introduction of changes to the records maintained by the Russian authorities. Re-registration terms will also depend on the nature of changes you wish to make.
Conducting Business in Russia with Offshore Companies.
Every country has a list of other countries, which are under strict governmental scrutiny in terms of their business operations. At present in Russia are popular for using in business schemes such countries as England, Switzerland, Singapore, Holland. Our specialists can consult you on the possibilities and schemes available for efficient business dealing and tax optimization in Russia and abroad.
Order consulting on offshore companies establishment of and operation schemes>>
Additional business services which can be useful during your visit to Russia.
You can find more information on business dealing in Russia at the pages of the Journal Business in CIS and Baltic States available at www.sngbaltia.ru. Articles and interviews with the leading governmental figures and business people will help you better understand the business environment in these countries.
Please contact us if you are interested in any of our services:
Moscow office: +7 (499) 921 02 22, +7 (499) 23 800 23
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