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August 25, 2022

A Subsidiary Company with Foreign Participation in Russia

The most popular and easy-to-organize form for doing business in Russia is a limited liability company (LLC). Both Russian and foreign citizens or organisations can open an LLC. However, for foreigners there are a number of restrictions on the types of activities and additional requirements to the documents, submitted for registration. It was told in the article, what to do if a foreign company or a foreign citizen decides to do business in Russia.

Before proceeding to the procedure for opening a company in Russia and filling out the necessary documents seek for advice of a specialist in order to discuss the nuances and, in principle, the possibility of carrying out a particular type of activity in Russia, as well as decide on the taxation system.

We highly recommend that you carefully study the difference between the main forms of doing business in Russia for a foreign company: opening a bank account only; opening a representative office; opening a branch; registering a subsidiary. The difference between these forms is significant both in terms of permissible commercial operations and in management and taxation issues. If you choose a form that does not suit you in the end, you will have to close one form and open another, which can take up to 4-6 months. Please find below a procedure for opening an LLC with foreign participation.

Please also note that the legislation has a controversial norm on the possibility to open an LLC with foreign participation, if the only founder is a foreign company with one participant. The dispute arises from the interpretation of part 2 article 66 the Civil Code of the Russian Federation. It is recommended to consider this point when working out the structure of a group of companies and to avoid such participation schemes in order not to receive a refusal to notarize the application for opening a company.
How a foreigner can open an LLC in Russia – a step-by-step instruction:
1. Determine the name, office and types of activities of the LLC, as well as with the sole executive body.

2. If several persons are the founders, it's necessary to compile and conclude an agreement on the LLC establishment.
The agreement shall be concluded in the written form and it includes the following obligatory terms:

  • Procedure for carrying out joint activity on the LLC establishment;
  • The amount of the authorized capital of the LLC (please remember that this is only roubles or a limited list of property);
  • The size and the nominal value of the share of each participant (contribution to the authorized capital will be directly prorated to the participant's share);
  • The size, procedure and deadlines for paying shares in the authorized capital.
If the LLC is established by one person, there's no need to conclude such an agreement.

3. Draw up a Charter of the LLC.

The Charter shall be compiled in writing and it includes the obligatory terms, set forth by part 2 article 12 the Federal Law No.14-FZ "On Limited Liability Companies", in particular:
  • Full and abbreviated company name of the LLC;
  • Data on the LLC location;
  • Rights and obligations of participants;
  • Procedure of withdrawal from the LLC and etc.
It's possible to use a standard charter of LLCs, although we wouldn't recommend this variant, as far as it excludes the freedom of choice for the founder and can complicate further relations between the participants in terms of the LLC management.

4. Make a decision on the LLC establishment.
Such a decision is made by a meeting of founders or individually, if there's only one founder. At the meeting all decisions are taken by voting (by a majority of votes), however a part of issues shall be resolved by common consent, namely:

  • On the LLC establishment;
  • On the company name;
  • On the place of location;
  • On the size of the authorized capital;
  • On the Charter approval.
The voting results shall be recorded in the decision.

At that, in order to open an LLC in Russia the foreign company will additionally need an extract from the register of foreign legal entities (trade register) or another similar document, issued by the country where the company is registered, confirming the legal status of the company.

Since the official language in Russia is Russian, all documents, compiled in a foreign language, shall be translated into Russian. At that, such a translation shall be obligatory notarized on the territory of the Russian Federation (in order to confirm its authenticity). Please note that it's necessary to translate and notarize a translation not only in terms of the documents content, but also with respect to any inscriptions and impressions (including seals impressions) and other marks. This is especially important in relation to documents, drawn up in the Russian language but notarized in another country.

However, if the translation doesn't cause problems and can be done in Russia, questions may arise about documents signed in the territory of another country. If a decision or an agreement is signed abroad, these signatures will need to be certified by a local notary and it will be necessary to put an apostille or consular legalization. The same applies to the extract from the commercial register, which we mentioned above.

Apostille is a simplified form of legalization and it is affixed in countries that have acceded to the Hague Convention (the Convention Abolishing the Requirement of Legalization for Foreign Public Documents was concluded in Hague on 05.10.1961). Before filing documents for opening an LLC, please check whether the country where your foreign company is established is included in such a list.

The requirement for legalization and apostille does not apply only in one case, if an international agreement between the country of registration of the company and the Russian Federation provides for exemption from legalization of documents.

5. Prepare an application on state registration.
For this purpose, it's necessary to fill the form R11001. The requirements for its filling are specified in the Decree of the FTS of Russia of 31.08.2020 No.ED-7-14/617@. The data can be filled both on paper and online with the help of the FTS program "Preparation of Documents for State Registration", published on the website

6. Pay the state fee for the LLC creation.
The amount of the state fee is 4 000 RUB. We would recommend attaching a confirmation of the fee payment to the package of documents, submitted for registration. The state fee isn't paid in case of an application submission through a notary or electronically with the use of EDS.

7. Submit an application and all documents to the registering tax authorities at the place of the LLC location.
For example, in Moscow this is the Interdistrict IFTS of Russia No.46. There're other ways (through multi-functional centers, Gosuslugi, notaries, etc.), although each of them has its nuances: for electronic submission of documents it's necessary to sign an application on the state registration of an electronic digital signature, in case with a notary it is required to pay for the services and etc.

At the stage of preparing and submitting documents, errors often arise that lead to a refusal to register, for example, an incomplete set of documents, incorrect filling out of an application for registration, discrepancies in the submitted documents with the requirements for their execution in the legislation, inconsistency of the selected type of activity with the requirements of the legislation, etc.

Legal support for a foreign company in Russia — advising on the establishment of an LLC, preparation of documents, direct registration, support in labor, tax and business law, migration support for personnel and other services from SberSolutions.
8. Receive documents on the LLC registration.

If you did everything correctly within the previous steps, the LLC will be registered during 3 working days since the day of the documents package submission. You can find out about it from the tax authorities (for instance, by email) or through the Unified State Register of Legal Entities – exactly from the moment of the company registration in this register it is recognized as established.

On the fourth working day since the documents submission the tax inspection will send to the email address, specified in the application, as follows:

  • A list of record in the USRLE, confirming the fact of a record entry to the register;
  • A Charter with the mark of the registering authorities (unless the LLC will operate on the basis of a standard charter);
  • A document on registration in the tax body.
If you need documents in a hard copy, they shall be required in the tax inspection.

At practice, the FTS doesn't always comply with the established deadlines, that's why be ready that the actual deadline can be longer, but not significantly.

When an LLC is opened, please think on the following equally important steps:

  1. Compile necessary documents for trouble-free entry of foreign employees to the RF;
  2. Organize maintenance of bookkeeping and tax accounting;
  3. Formalize labor relations (even if no other employees except for the director general, are planned);
  4. Open an account in a Russian bank;
  5. Receive a seal;
  6. Make sure that the company was registered in the funds (PFR and FSS) and receive corresponding notifications. They will be required for the insurance contributions payment.
It will be quite difficult for a foreign company to individually perform all of the above, whereas it will need a specialist in Russia or an outsourcing company with the necessary knowledge and experience.

SberSolutions will take care of preparation of all necessary documents, reporting and accounting for the created LLC.

Opening an LLC with foreign participation in Russia is easy, if you entrust it to professionals.

Alexandra Markina
Chief lawyer, SberSolutions
Ivan Katyshev
Head of Tax and Legal Practice, SberSolutions