August 8, 2022
A subsidiary with foreign participation in Russia
The most popular and easy-to-organize form of doing business in Russia is a limited liability company (LLC). Both Russian and foreign citizens or organizations can open LLC.
But for foreign persons there are a number of restrictions on the types of activities and additional requirements for documents submitted for registration. In our article we explain what to do if a foreign company or a foreign citizen decides to do business in Russia.
A word of advice before we move on to the procedure of opening a company in Russia — before filling in the documents, we recommend that you consult with specialists to discuss the nuances and, in general, the possibility of carrying out a particular type of activities in Russia, as well as to determine upon the tax system.
We highly recommend that you carefully study the difference between the main forms of business of a foreign company in Russia: opening only a bank account; opening a representative office; opening a branch; registering a subsidiary.
The difference between these forms is significant both in terms of acceptable commercial transactions and in matters of management and taxation. If you choose a form that does not suit you in the end, you will have to close one form and open another, it may take up to 4-6 months.The procedure for opening LLC with foreign participation is presented below.
NB! Please note that there is a controversial provision in the legislation regarding the possibility of opening LLC with foreign participation if the sole founder is a foreign company with one member. The controversy arises from the interpretation of Part 2 of Article 66 of the Civil Code. We recommend taking this into account when developing the structure of a group of companies and avoiding such participation schemes, so as not to be refused notarization of the application for opening a company.
But for foreign persons there are a number of restrictions on the types of activities and additional requirements for documents submitted for registration. In our article we explain what to do if a foreign company or a foreign citizen decides to do business in Russia.
A word of advice before we move on to the procedure of opening a company in Russia — before filling in the documents, we recommend that you consult with specialists to discuss the nuances and, in general, the possibility of carrying out a particular type of activities in Russia, as well as to determine upon the tax system.
We highly recommend that you carefully study the difference between the main forms of business of a foreign company in Russia: opening only a bank account; opening a representative office; opening a branch; registering a subsidiary.
The difference between these forms is significant both in terms of acceptable commercial transactions and in matters of management and taxation. If you choose a form that does not suit you in the end, you will have to close one form and open another, it may take up to 4-6 months.The procedure for opening LLC with foreign participation is presented below.
NB! Please note that there is a controversial provision in the legislation regarding the possibility of opening LLC with foreign participation if the sole founder is a foreign company with one member. The controversy arises from the interpretation of Part 2 of Article 66 of the Civil Code. We recommend taking this into account when developing the structure of a group of companies and avoiding such participation schemes, so as not to be refused notarization of the application for opening a company.
How can a foreigner open LLC in Russia – step-by-step instructions:
1. Determine the name, office and types of activities of LLC, as well as its sole executive body.
2. If several persons will act as founders, it is necessary to draw up and conclude an agreement on the establishment of LLC.
The agreement is concluded in writing and includes the following mandatory terms and conditions:
- the procedure of implementation of joint activities for the establishment of LLC;
- the size of the authorized capital of LLC (do not forget that it is exclusively rubles or a limited list of assets);
- the size and nominal value of each member's share (the contribution to the authorized capital will be directly proportional to the member's share);
- the amount, procedure and terms of payment for shares in the authorized capital.If LLC is established by one person, then it is not required to conclude such an agreement.
3. Draw up the Articles of Association of the LLC.
The Articles of Association are drawn up in writing and include the mandatory terms and conditions provided for in Part 2 of Article 12 of Federal Law No. 14-FZ "On Limited Liability Companies", for example:
- full and abbreviated corporate name of the LLC;
- information about the location of the LLC;
- rights and obligations of members;
- the procedure for exiting the LLC, etc.
It is possible to use standard Articles of Association of LLC, but we do not recommend this option, since it excludes freedom of choice for the founder and may complicate further relations between the members regarding the management of the LLC.
4. Adopt a resolution on creation of LLC.
Such a resolution is adopted by the meeting of the founders or, if there in only one founder, at their sole discretion.
All resolutions are adopted by voting (by majority of votes) at the meeting, however, some issues must be resolved unanimously:
- creation of LLC;
- corporate name;
- location;
- amount of the authorized capital;
- approval of the Articles of Association.
The results of the voting must be reflected in the resolution.
At the same time, in order to open LLC in Russia, a foreign company will additionally need an extract from the register of foreign legal entities (trade register) or another similar document issued by the country in which the company is registered, confirming the legal status of the company.
As the Russian language is the official language in Russia, all documents drawn up in a foreign language must be translated into Russian.
At the same time, such a translation is necessarily certified by a notary in the territory of the Russian Federation (to confirm its authenticity).
Please note that it is necessary to translate and certify the translation not only with respect to the content of documents, but also with respect to any inscriptions and impressions (including seal impressions) and other marks.
This is especially important in relation to documents drawn up in Russian, but notarized in another country.And if translation is no problem and can be done in Russia, then questions may arise with regards to the documents signed in the territory of another country.
If the decision or agreement is signed abroad, you will need to certify these signatures with a local notary and affix an apostille or carry out consular legalization.
The same applies to the extract from the trade register mentioned above.An apostille is a simplified form of legalization and is affixed in countries that have joined the Hague Convention (the Convention abolishing the requirement for legalization of foreign official documents was concluded in the Hague on 05.10.1961).
Before applying for opening of LLC, check whether the country where your foreign company is established is included in this list.
The requirement for legalization and apostilling does not apply only in one case, if an international treaty between the country of the company's registration and the Russian Federation provides for exemption from legalization of documents.
5. Prepare an application for state registration. To do this, just fill in the P11001 form.
The requirements for filling it in are specified in Order of the Federal Tax Service of Russia No. ED-7-14/617@ dated 31.08.2020.
You can fill in the information both on paper and online using the program of the Federal Tax Service of Russia "Preparation of documents for state registration" posted on the website www.nalog.gov.ru.
6. Pay the state fee for the creation of LLC. State fee is 4,000 rubles.
We recommend that you attach a confirmation of payment of the fee to the package of documents submitted for registration. The state fee is not paid when submitting an application through a notary or electronically using an electronic document signatory (EDS).
7. Submit an application and all documents for registration to the registering tax authority at the location of the LLC.
For example, in Moscow it is Interdistrict Inspectorate of the Federal Tax Service of Russia No. 46.
There are other ways (through multifunctional centers, Gosuslugi, notary, etc.), but each of them has its own nuances: for electronic filing of documents, it is necessary to sign an application for state registration of EDS, in case of a notary, you will also need to pay for their services, etc.
At the stage of preparation and submission of documents, errors often occur that lead to registration denial, for example, an incomplete set of documents, incorrect completion of an application for registration, discrepancies in the submitted documents with the requirements of the legislation concerning their execution, inconsistency of the chosen type of activities with the requirements of the legislation, etc.
2. If several persons will act as founders, it is necessary to draw up and conclude an agreement on the establishment of LLC.
The agreement is concluded in writing and includes the following mandatory terms and conditions:
- the procedure of implementation of joint activities for the establishment of LLC;
- the size of the authorized capital of LLC (do not forget that it is exclusively rubles or a limited list of assets);
- the size and nominal value of each member's share (the contribution to the authorized capital will be directly proportional to the member's share);
- the amount, procedure and terms of payment for shares in the authorized capital.If LLC is established by one person, then it is not required to conclude such an agreement.
3. Draw up the Articles of Association of the LLC.
The Articles of Association are drawn up in writing and include the mandatory terms and conditions provided for in Part 2 of Article 12 of Federal Law No. 14-FZ "On Limited Liability Companies", for example:
- full and abbreviated corporate name of the LLC;
- information about the location of the LLC;
- rights and obligations of members;
- the procedure for exiting the LLC, etc.
It is possible to use standard Articles of Association of LLC, but we do not recommend this option, since it excludes freedom of choice for the founder and may complicate further relations between the members regarding the management of the LLC.
4. Adopt a resolution on creation of LLC.
Such a resolution is adopted by the meeting of the founders or, if there in only one founder, at their sole discretion.
All resolutions are adopted by voting (by majority of votes) at the meeting, however, some issues must be resolved unanimously:
- creation of LLC;
- corporate name;
- location;
- amount of the authorized capital;
- approval of the Articles of Association.
The results of the voting must be reflected in the resolution.
At the same time, in order to open LLC in Russia, a foreign company will additionally need an extract from the register of foreign legal entities (trade register) or another similar document issued by the country in which the company is registered, confirming the legal status of the company.
As the Russian language is the official language in Russia, all documents drawn up in a foreign language must be translated into Russian.
At the same time, such a translation is necessarily certified by a notary in the territory of the Russian Federation (to confirm its authenticity).
Please note that it is necessary to translate and certify the translation not only with respect to the content of documents, but also with respect to any inscriptions and impressions (including seal impressions) and other marks.
This is especially important in relation to documents drawn up in Russian, but notarized in another country.And if translation is no problem and can be done in Russia, then questions may arise with regards to the documents signed in the territory of another country.
If the decision or agreement is signed abroad, you will need to certify these signatures with a local notary and affix an apostille or carry out consular legalization.
The same applies to the extract from the trade register mentioned above.An apostille is a simplified form of legalization and is affixed in countries that have joined the Hague Convention (the Convention abolishing the requirement for legalization of foreign official documents was concluded in the Hague on 05.10.1961).
Before applying for opening of LLC, check whether the country where your foreign company is established is included in this list.
The requirement for legalization and apostilling does not apply only in one case, if an international treaty between the country of the company's registration and the Russian Federation provides for exemption from legalization of documents.
5. Prepare an application for state registration. To do this, just fill in the P11001 form.
The requirements for filling it in are specified in Order of the Federal Tax Service of Russia No. ED-7-14/617@ dated 31.08.2020.
You can fill in the information both on paper and online using the program of the Federal Tax Service of Russia "Preparation of documents for state registration" posted on the website www.nalog.gov.ru.
6. Pay the state fee for the creation of LLC. State fee is 4,000 rubles.
We recommend that you attach a confirmation of payment of the fee to the package of documents submitted for registration. The state fee is not paid when submitting an application through a notary or electronically using an electronic document signatory (EDS).
7. Submit an application and all documents for registration to the registering tax authority at the location of the LLC.
For example, in Moscow it is Interdistrict Inspectorate of the Federal Tax Service of Russia No. 46.
There are other ways (through multifunctional centers, Gosuslugi, notary, etc.), but each of them has its own nuances: for electronic filing of documents, it is necessary to sign an application for state registration of EDS, in case of a notary, you will also need to pay for their services, etc.
At the stage of preparation and submission of documents, errors often occur that lead to registration denial, for example, an incomplete set of documents, incorrect completion of an application for registration, discrepancies in the submitted documents with the requirements of the legislation concerning their execution, inconsistency of the chosen type of activities with the requirements of the legislation, etc.
Legal support for a foreign company in Russia — consulting on the establishment of LLC, preparation of documents, direct registration, support in labor, tax, entrepreneurial law, migration support for personnel and other services from SberSolutions.
8. Receive the documents on registration of LLC.
If you have done everything correctly in the previous steps, the LLC will be registered within 3 business days from the date of submission of the package of documents.You can find out about this through the information received from the tax office (for example, a letter in the mail) or through the Unified State Register of Legal Entities (link) – it is from the moment the company appears in this register that it is considered established.
On the fourth business day from the date of filing the documents, the tax office will send the following to the e-mail specified in the application:
In practice, the Federal Tax Service does not always comply with deadlines, so be ready that the actual deadline may be longer, but not significantly.
When LLC is opened, you should think about the following no less important steps:
A) To execute the necessary documents for smooth entry of foreign employees into the Russian Federation.
B) To organize bookkeeping and tax accounting.
C) To formalize employment relationships (even if there are no other employees other than the director general yet).
D) To open a settlement account with a Russian bank.
E) To get the seal.
F) To make sure that the company is registered with the funds (Pension Fund of Russia and Social Insurance Fund) and receive appropriate notifications. You will need them to pay insurance premiums.
If you have done everything correctly in the previous steps, the LLC will be registered within 3 business days from the date of submission of the package of documents.You can find out about this through the information received from the tax office (for example, a letter in the mail) or through the Unified State Register of Legal Entities (link) – it is from the moment the company appears in this register that it is considered established.
On the fourth business day from the date of filing the documents, the tax office will send the following to the e-mail specified in the application:
- record list in the Unified State Register of Legal Entities confirming the fact of making an entry in the Unified State Register of Legal Entities,
- Articles of Association with a mark of the registering authority (unless the LLC acts on the basis of standard Articles of Association);
- document on registration with the tax authority.
In practice, the Federal Tax Service does not always comply with deadlines, so be ready that the actual deadline may be longer, but not significantly.
When LLC is opened, you should think about the following no less important steps:
A) To execute the necessary documents for smooth entry of foreign employees into the Russian Federation.
B) To organize bookkeeping and tax accounting.
C) To formalize employment relationships (even if there are no other employees other than the director general yet).
D) To open a settlement account with a Russian bank.
E) To get the seal.
F) To make sure that the company is registered with the funds (Pension Fund of Russia and Social Insurance Fund) and receive appropriate notifications. You will need them to pay insurance premiums.
It will be quite difficult for a foreign company to do all of the above on its own, it will need a specialist in Russia or an outsourcing company with the necessary knowledge and experience.
SberSolutions will take over all the preparation of documents, reporting and accounting for the created LLC. It is easy to open LLC with foreign participation in Russia if you entrust it to professionals.
SberSolutions will take over all the preparation of documents, reporting and accounting for the created LLC. It is easy to open LLC with foreign participation in Russia if you entrust it to professionals.
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