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june 23, 2021
Step-by-step instructions for foreign companies planning to open a branch in Russia
SberSolutions blog on Klerk.ru
By Ivan Katyshev
Head of Tax and Legal Practice at SberSolutions
Drafted by:
Many foreign companies expand their activities by entering new markets. But it is one thing to operate in one's own country where all the laws, regulations, and "rules of the game" are known and clear, and quite another to open a branch or representative office in another country where everything is different.
What is the difference between a branch and a representative office?
Foreign companies may set up their business in Russia in two ways – by opening either a branch or a representative office.

A representative office is a separate subdivision set up by a legal entity to represent and protect the legal entity's interests in a location or locations other than that of the parent company.

A branch
is also a separate subdivision set up by a legal entity in a location or locations other than that of the parent company, but a branch may also perform its own functions, including those inherent to representative offices.
We describe in detail below how foreign legal entities may open a branch/representative office in Russia.
7 steps to success: How a foreign company may open a branch/representative office in Russia
Before filling out any documents to open a branch/representative office, we recommend consulting specialists to choose the most suitable option for your company to do business in Russia.
The following needs to be done to open a branch/representative office.

1) Draw up regulations for the foreign legal entity's branch/representative office
Although there are no special forms, and regulations may be drawn up freely, several important elements must, as a rule, be specified:

  • The company's organizational and legal form;
  • Company name;
  • Location of the branch/representative office;
  • Types of activities performed by the branch/representative office and the purpose of its establishment;
  • Special aspects of management;
  • The persons that will manage the branch/representative office, etc.
All requirements are provided in Article 22 of Federal Law N 160-FZ On Foreign Investments in the Russian Federation dated July 09, 1999.

Regulations must be approved by the person/corporate body authorized to do so by the foreign legal entity opening a branch/representative office in Russia.
2) Draft a resolution for establishment of branch/representative office and prepare documents (to be done by parent company)
To apply for business accreditation in Russia, a foreign company's branch/representative office must provide the following:

  • The company's organizational and legal form;
  • Company name;
  • Location of the branch/representative office;
  • Types of activities performed by the branch/representative office and the purpose of its establishment;
  • Special aspects of management;
  • The persons that will manage the branch/representative office, etc.

Documents drawn up in a foreign language must be submitted with their translation into Russian, certified by a notary in Russia. A simple translation (i.e., unnotarized) will not be suitable even if done by a company that officially translates documents.

Documents from foreign companies must be provided with consular legalization or apostilled. An exception is made if an international treaty of the Russian Federation provides for exemption from document legalization.

Documents for accreditation may be submitted within 12 months of the date on which the resolution for branch/representative office establishment is adopted, and all documents provided must also be no older than 12 months.


Documents for accreditation may be submitted within 12 months of the date on which the resolution for branch/representative office establishment is adopted, and all documents provided must also be no older than 12 months.Federal Tax Service Order N ММВ-7-14/680@ dated December 26, 2014 provides a list of all necessary documents and requirements.

When documents have more than one page, their pages must be stitched and numbered. The number of pages must be specified on the back of the last page together with the signature of the person authorized to sign the relevant corrections must be made, and any alteration will void the document.
3) Fill out (in Russian) application form 15AFP
This form must be signed by a representative authorized to do so by the legal entity opening a branch/representative office in Russia.

4) Liaise with the Russian Chamber of Commerce and Industry
The number of foreign employees hired by the branch/representative office must be submitted to and certified by the Russian Chamber of Commerce and Industry. Such certification is required even if the number of foreign employees is zero.

A letter drawn up in any form requesting certification of information is sent together with documents confirming the activities performed by the foreign company's branch/representative office in Russia.

A fee is to be paid to the Russian Chamber of Commerce and Industry for certification of the number of foreign employees. The fee amount varies from time to time and depends on how documents are submitted.

5) Pay accreditation fees
Accreditation fees amount to RUB 120,000 per branch.

6) Submit documents for accreditation to Tax Office No. 47 in Moscow
Errors are often made when preparing and filing documents (incomplete set of documents, documents are submitted after the deadline or not on the right form, submitted documents do not meet statutory requirements, documents provide inaccurate or false information, the purpose for establishing a branch are not in line with international and Russian laws, requirements for activity organization), and as a result, accreditations are often denied.
Legal support of foreign company in Russia — we advise on the opening of a branch, document preparation, accreditation of branches and representative offices, advising on matters of labor, tax, business law, migration support, and provide other services.
7) If all previous steps are duly executed, then you will receive accreditation documents within 30 working days of the date on which documents were filed with the relevant registering authority (25 working days for accreditation and 5 working days for document issuance). The Federal Tax Service (FTS) does not always comply with this timeline, so this may take longer although not much more.

Accreditation may be checked using the FTS service.
At this stage, you will still need to obtain the following and/or perform the following actions:
  • A certificate of tax registration;
  • A record of entry in the state register of accredited branches, representative offices of foreign legal entities;
  • A notice of registration with and statistics codes from Rosstat;
  • A notice of registration with extra-budgetary funds, i.e. Social Insurance Fund and Pension Fund of Russia;
You will also need to open a current account in a Russian bank to carry out settlement transactions, and if necessary, order a company seal although organizations may now operate in the Russian Federation without one. In such case, this will need to be specified in the company's foundation documents.
  • Prepare the documents necessary for entry of foreign employees to Russia (work permits and work visas);
  • Organize accounting and tax accounting.
Article 6(2(2)) of Federal Law No. 402-FZ On Accounting sets out that the branch of a foreign company is entitled not to keep accounting in accordance with Russian standards although, in such case, the branch must keep records of income and expenses for tax purposes only in compliance with Russian law.

This means that the representative offices of foreign companies may keep accounting in accordance with International Financial Reporting Standards (IFRS), which are now also widely used for accounting in Russia.

If a company chooses to keep accounting in accordance with Russian standards, then it should be borne in mind that Russian accounting standards have their own characteristics and do not completely coincide with international accounting standards.

Whatever the option chosen by foreign companies, they will need a local specialist or outsourcing company with the necessary knowledge and experience.

It is easy for foreign companies to get a branch/representative office accredited in Russia providing they appeal and enlist the help of professionals.
We handle all reporting and accounting for branches and representative offices of foreign companies. You can handover your accounting to professionals working in compliance with international reporting standards and Russian tax law.

It is easy for a foreign company to get a branch/representative office accredited in Russia if it engages professionals to do so.

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