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Overview of Company Registration in Russia

With over a sixth of the planet’s land mass under its jurisdiction, Russia is the largest continent in the world. Despite being the largest continent in the world, Russia has a very small population. Cities like Moscow and St. Petersburg are home to the majority of the population. It is quite challenging to conduct business in Russia because of the prevalence of bureaucracy.

Overview

Economically, the sale and export of vodka account for 10% of the government's income. If a foreign investor wants to register a business in Russia, they should incorporate it in Moscow. This is due to the superior labour and skill levels and infrastructure. The GDP of Russia was 2 trillion USD in 2012. This amount is comparable to what is found in China. The economy did, however, suffer from government red tape and the crisis in Crimea. As a result, the price of oil also fell, which had a negative impact on the Russian economy. However, it is still possible to incorporate a business in Russia.

The world's 11th-largest economy is thought to be Russia. It also belongs to the BRICS, a group that helps emerging countries with their challenges. A corporation can be incorporated in Russia for roughly 10,000 roubles, which is a relatively low price for company registration. Russia is the only continent with ten seas surrounding it, making it accessible to everyone. Due to its proximity to both Europe and Asia, Russia is a popular location for business. It is the world's second-largest oil exporter. It is advantageous for an investor to register a corporation in Russia for all the reasons listed above.

Advantages of Russian Company Registration

The advantages of registering a company in Russia are as follows:
  • The largest exporter of a particular product- Russia is the top exporter of particular goods. For instance, the sale and export of vodka contributes 10% of the government's revenue. Consequently, the government makes a sizable amount of money as a result of the demand for these products. After the Middle East, it is the second-largest oil exporter.
  • Outstanding Infrastructure- In cities like Moscow and St. Petersburg, Russia provides businesses with superb facilities for conducting business. The government provides a variety of incentives for businesses to operate.
  • The simplicity of doing business- Large industrial hubs like Moscow and St. Petersburg provide businesses with ample opportunity to conduct business easily. A corporation can be incorporated in Russia for roughly 10,000 roubles, which is a relatively low price for company registration.
  • Labour force- Comparatively speaking to Western nations, Russia has a strong and skilled workforce. In Russia, hiring experienced labor typically costs $1,000. When compared to the price of hiring skilled labor in other nations, this is relatively cheaper. One of the world's greatest labor forces is found in Russia.
  • Low-cost Utilities- When compared to western nations like the UK and Europe, the cost of living in urban areas like Moscow and St. Petersburg is fairly low. Rent, regular utilities, and transportation are all included.
The aforementioned factors should encourage an investor to register a company in Russia.

Structures of Companies that may be Registered in Russia

The following corporate forms are acceptable for company registration in Russia:
  • LLC Russian- A Russian LLC is also referred to as a "OOO." This business is simple to incorporate. The minimum number of shareholders for this entity is 50. This type of organization requires a minimum share capital of 10,000 Russian Roubles. In order to create this kind of organization, only one shareholder and one director are needed. The director must reside in Russia. A natural person must also be named as a shareholder in an LLC, though a firm may also be one.
  • Joint Stock Company of Russia- "OAO" is another name for a joint stock company in Russia. One Russian director and one shareholder are required to start this company. The director must be a Russian citizen. Any nationality can be the shareholder. The OAO has two options for its type of joint stock company: listed or unlisted. A minimum of 100,000 Russian Roubles is needed to establish this kind of business. The public may purchase shares from this corporation.
  • Branch Office- A Russian branch office is only an outgrowth of the foreign parent firm. The overseas parent company would specify the extent of the activity. A local representative is necessary if someone wishes to register a company in Russia and open a branch office. The branch office has the ability to conduct local business and produce bills via sales.
  • Representative Office- A Russian representative office is merely an outpost of the foreign parent firm. Any profitable activities in Russia are not permitted for a representative office to engage in. Typically, representative offices in Russia would exclusively market the parent company's operations.

Minimum Requirements for Russian Company Registration

The following qualifying requirements must be met in order to register a business in Russia:
  • Minimum Capital- The following amount of capital is required to register a business in Russia:
    • 10,000 roubles for a Russian Limited Liability Company (LLC).
    • 10,000 roubles for a Russian Non-Listed Joint Stock Company
    • 100000 roubles for a Russian Listed Joint Stock Company.
  • Resident Director- In order to complete the Russian company registration process, a candidate must name a local resident director. According to the Russian Commercial Code, this is a necessary prerequisite. A residence director must be appointed by all businesses. Any nationality may be a stakeholder. Therefore, it would be essential to choose a local director with knowledge in managing corporate affairs.
  • Minimum of one shareholder- There can be up to 50 shareholders in an LLC. However, the Federal Law stipulates that a Russian corporation must have a minimum of one shareholder. Shareholders can also be companies. But if a corporation is named as a shareholder, a natural person must also be named. Consequently, a firm cannot be a shareholder by itself. Shareholders in public companies would likewise be subject to this rule.
  • Minimum of two directors- In Russia, a joint stock company must have five directors at a minimum. In Russia, there is no maximum for the number of directors. The number of directors appointed for a corporation must be seven if there are more than 1000 shareholders. However, nine directors must be chosen if the firm has more than 10,000 shareholders. A limited liability company may have an unlimited number of directors.

Russian Company Registration Process

Limited Liability Corporations, or LLCs, are more popular among foreign investors when forming businesses in Russia. This is as a result of the entity's adaptable structure and available tax advantages. The process outlined below would apply to forming a limited liability company in Russia. The next course of action must be taken:

  • Reserve the Name- The name of the LLC must first be reserved by the applicant for company formation in Russia. The LLC's name must be distinct and not already be used by another entity.
  • Registered Office- The applicant would then have to select the business's registered office.
  • Scope- Additionally, the candidate would need to consider the company's goods and services. This would be covered by the company's range of services. The applicant must choose the company's geographic location or point of presence.
  • Minimum Capital- Different amounts of money would be needed depending on the sort of business being used. The minimal capital requirement for an LLC is 10,000 roubles. It would be necessary to deposit the capital with the bank.
  • Charter Documents- The LLC charter must be written when the company's capital has been decided. The creation of the Company's Memorandum of Association would be covered by the LLC's charter (MOA). In addition to this, the company's regulations and bylaws would be decided. Such regulations and bylaws would be taken into account and included in the Company's Articles of Association (AOA).
  • Organize a general assembly- Certain issues would be resolved by calling the company's annual general meeting. The general gathering would discuss the following topics:
    • The selection of directors
    • Appointing the Company's Management Body
    • Complete the AOA's drafting.
    • Select the company's auditor.
  • Notarized Papers- The notary must notarize each document, which must be in Russian. The documents must be translated into Russian if they are not already in that language. An apostle would be needed to confirm the legitimacy of the documents if they were supplied by a foreign company. This has to be done as a legal necessity.
  • Registration Form Submission- The application form can be completed in one of two ways. One involves an offline approach that calls for department visits and additional steps. To complete this process, there is also an online procedure. The National Tax Agency is where you may complete this registration process. There is no English translation in the web edition. The applicant would then be required to pay the appropriate price for Russian company registration. It costs 4,000 roubles.
  • Present documents- The registration form and all supporting documentation must be turned in to the appropriate authorities. You can submit documents using the following procedures:
    • Manual submission;
    • A submission from a delegate;
    • Submission by notary; and
    • Online submission.
  • Complete your submission- The authority will examine the application after receiving the aforementioned papers and the registration form. The authority would register the firm if there were no problems with the application. Typically, it takes three to five business days. After that, the applicant must complete other appointments, create a bank account, and register with the tax authority.

Russian Company Registration Requirements

To register a corporation in Russia, the following requirements must be met:
  • Corporate tax- Corporate tax is 20% for all businesses. Quarterly and yearly tax returns must be submitted to the appropriate tax authorities.
  • Shareholders' Meeting- Every company must hold one shareholder meeting. We call this a yearly general meeting.
  • Board of Directors Meeting- If a board meeting is mandated by the company's charter or articles of formation, it must be held.
  • Demands for Business Registration- According to the regulations of the relevant state authorities, businesses must register. If the business offers shares, share registrations must be completed as well.

Documents Needed

The following papers are necessary for Russian company registration:
  • Charter Documents of the LLC
  • Articles of Association
  • Memorandum of Association
  • Registration Fee Invoice
  • Rental Documents (Guarantee of Rent) or Leased Premises
  • LLC (Limited Liability Company) Registration Form
  • Board Meeting’s Minutes Information
  • Statement in the State Trade Register (this would be required for foreign legal entity)
  • International Passport (in case the shareholder is a foreign citizen)
  • Authenticated Documents.

How to Contact Estabizz for Russian Company Registration?

  • Fill the form.
  • Get a call back.
  • Submit the required documents.
  • Track the progress of your application.
  • Get the expected results.

FAQs

  • LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership.
  • The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name.
  • The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP.
  • Further, no partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct.
  • Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity.

Since LLP contains elements of both ‘a corporate structure’ as well as ‘a partnership firm structure’ LLP is called a hybrid between a company and a partnership.

LLP shall be a body corporate and a legal entity separate from its partners. It will have perpetual succession.

LLP form is a form of business model which:

(i) is organized and operates on the basis of an agreement.

(ii) provides flexibility without imposing detailed legal and procedural requirements

(iii) enables professional/technical expertise and initiative to combine with financial risk-taking capacity in an innovative and efficient manner

The LLP structure is available in countries like United Kingdom, United States of America, various Gulf countries, Australia and Singapore. On the advice of experts who have studied LLP legislations in various countries, the LLP Act is broadly based on UK LLP Act 2000 and Singapore LLP Act 2005. Both these Acts allow creation of LLPs in a body corporate form i.e. as a separate legal entity, separate from its partners/members.
  • Under “traditional partnership firm”, every partner is liable, jointly with all the other partners and also severally for all acts of the firm done while he is a partner.
  • Under LLP structure, liability of the partner is limited to his agreed contribution. Further, no partner is liable on account of the independent or un-authorized acts of other partners, thus allowing individual partners to be shielded from joint liability created by another partner’s wrongful acts or misconduct
  • A basic difference between an LLP and a joint stock company lies in that the internal governance structure of a company is regulated by statute (i.e. Companies Act, 1956) whereas for an LLP it would be by a contractual agreement between partners.
  • The management-ownership divide inherent in a company is not there in a limited liability partnership.
  • LLP will have more flexibility as compared to a company.
  • LLP will have lesser compliance requirements as compared to a company.

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