Opening a company in Russia as a foreign investor means respecting the local legislation that can be explained by our company formation agents. Considering the easy way of doing business in Russia, entrepreneurs from abroad have several options for registering a company in this country. Our team of company formation agents in Russia can handle the company formation procedure in Russia for both nationals and foreigners willing to explore the business openings in this country.
|Types of companies|| |
Limited liability company
Branches of foreign companies
Minimum share capital for LTD Company
Minimum number of shareholders for Limited Company
|Time frame for the incorporation (approx.)|| |
|Corporate tax rate|| |
20% (reduced rate of 10% in certain conditions)
|Dividend tax rate|| |
|VAT rate|| |
20%, a reduced rate of 10% also applies to certain goods
|Number of double taxation treaties (approx.)||83|
|Do you supply a registered address?||Yes|
|Local director required||No|
|Annual meeting required||Yes|
|Is accounting/annual return required?||Yes|
|Any tax exemptions available?||Tax credits|
|Tax incentives||Regional incentives|
The main business activity of our company – Herman & Smith – involves offering company incorporation services to the foreign investors interested in launching their own businesses in Russia. All the services provided by our firm are oriented to a fast start on the Russian market.
How can you register a company in Russia?
Company formation in Russia consists of several standard actions, such as drafting the articles of association, the specimen signatures and some other special forms provided bythe Company Registration Office in Russia. The documents must be translated into Russian before being submitted to the Russian Trade Register.
Company incorporation in Russia also requires a registered office, a bank account, and a local accountant. All these activities must be completed in order to set up a company in Russia.
We invite you to watch a short video about company registration in Russia:
How can you open an LLC in Russia?
An OOO (Obshchestvo s ogranichennoy otvetstvennostyu or limited liability company) is the most popular form of business in Russia. It can be established by maximum 50 shareholders, with a minimum share capital of RUB 10,000. If desired, half of the share capital must be paid at registration and the other half in maximum three months from the incorporation. The consent of the shareholders is not necessary when one of them wants to leave the entity. The general meeting of the Russian limited liability company takes the major decisions. The daily decisions are taken by the general director and, in certain cases, by a board of directors and an executive committee may be appointed.
How can I register a joint stock company in Russia?
For major investors interested in company formation in Russia, the Russian Commercial Law stipulates that two forms of joint stock companies are available. These are the Russian open joint stock company (the shares are freely transferable to the public and the minimum share capital requested is RUB 100,000) and the closed joint stock company (the shares are transferable only between the shareholders in the company and the requested minimum share capital is 10,000 rubles).
A limited liability company with a number of shareholders above 50 can and must be reorganized as a joint stock company. The major management decisions are taken by the general meeting and the general director and by the board of directors, if the company has more than 50 shareholders. The board of directors can be watched by a supervisory board also appointed by the general meeting of the shareholders.
Can I do business as a sole trader in Russia?
Yes, foreigners in Russiacan act as sole proprietors.The sole proprietorship (individualnyi predprinimatel) in Russia doesn’t require a minimum share capital and it is the simplest form of business in Russia. The founder takes all the decisions necessary to the good function of the entity and can use the profits after submitting the personal tax income declaration to the tax authorities. A disadvantage of this type of business is that, in case of liquidation, the personal assets of the owner can be used to cover the outstanding claims.
What is a general partnership in Russia?
A general partnership in Russia is a form of business established by two or more corporate bodies or individuals with equal rights and liabilities in the entity. This form of business is based on a partnership agreement. In case of liquidation, the personal assets of the individuals can be used to cover the claims (when there are not sufficient funds to cover the claims from the entity’s goods). The capital of such business is declared in the entity’s agreement of incorporation and at least half of it must be paid by the time of contribution, while the other half must be paid by the time specified in the foundation agreement.
Another form of partnership is the limited partnership formed by two types of partners: general and limited. The general partner is fully liable for the company’s debts and profits, while the silent one has the liability limited by his/her contributions to the partnership’s capital. During the partnership meetings, the major decisions are taken by the general partners.
If Russia is your business destination, we recommend that you consider the services of our accountants in Russia. They can offer you payroll services, bookkeeping, audits, preparation and submission of annual financial statements, and many more. These services involve important procedures for companies with activities in this country. You can also ask for human resources management services, so don’t hesitate to contact our specialists.
Incorporation procedure in Russia
The first step of company formation in Russia consists in preparing the company’s documents of incorporation and notarizing the signature made in the registration application, a process which takes around one week. The following steps are mandatory for company registration in Russia:
- the minimum share capital must be deposited in a bank account and a proof of deposit needs to be obtained from the bank;
- a registration fee is paid, and a receipt is received by the applicant;
- the applicant must deliver all the relevant documents to the unified register of the Federal Tax Service, in order to obtain the identification number of a taxpayer (INN);
- the state registration process will be ready after 7 working days.
The last steps of company registration in Russia consist in notarizing the bank signature, making a company seal (necessary for all the future transactions) and ask for opening a permanent bank account. The whole process of company incorporation in Russia takes around 18 days, so the help from our company registration agents in Russia is advisable.
Steps in opening a company in Russia
Here is information about the steps you need to consider for opening a company in Russia:
1. The name of the company needs to be verified and reserved with the Company Registration Office in Russia.
2. The specimen of signatures and the Articles of Association need to be prepared.
3. Opening a bank account is necessary for depositing the minimum share capital of RUB 10,000.
4. Register with the Federal Tax Service to obtain the INN or the identification number as a taxpayer.
5. Apply for licenses and permits and then apply for the company seal.
6. Opening a permanent bank account is necessary for future financial operations of the firm.
7. The registration for social contributions is needed if you hire staff for your firm in Russia.
Company formation costs in Russia
Foreign investors should consider the following company formation costs in Russia:
1. Registration fee: approximately EUR 113 for company documents, forms, and certificate of incorporation, etc.
2. Virtual office costs: approx. EUR 64 per month for a complete virtual office package.
3. Minimum share capital: RUB 10,000 or approx. EUR 137 for opening an LLC in Russia.
4. Company formation fee: around EUR 1,300, but for complete information talk to our team of consultants.
5. Accounting costs: starting from EUR 100 per month for varied accounting services.
Can I open a branch in Russia?
Yes, foreign investors can establish branches in Russia in agreement with the requirements imposed by the State Chamber of Registration in Russia and accreditations issued by the Chamber of Trade and Commerce. The following documents must be provided:
- the certificate of registration and information about the company’s activities;
- the certificate of good standing of the parent company interested in opening a branch in Russia;
- the legal decision of opening a branch in Russia offered by the parent company;
- bank statements providing information about the accounts of the foreign company;
- the tax identification number and the paid registration of duty.
Each step of registration of a branch in Russia can be supported by our team of advisors who can help foreigners establish their branches in a fast and reliable manner.
Can I open a subsidiary in Russia?
Yes, all foreign entrepreneurs in Russia can set up subsidiaries through a limited liability company and a minimum share capital of RUB 10,000. The following documents are necessary at the time of registration:
- the articles of association with information about the owners (name, nationality, residency);
- a set of notarized foundation deeds and proof that the minimum share capital is in a Russian bank;
- the proof that the registration fee for a subsidiary has been paid;
- the tax registration number issued by the tax authorities in Russia.
Please bear in mind that your subsidiary must be registered with the Center of Quotation of Work Place in Moscow before commencing any activity.
Can I receive virtual office services in Russia?
All foreign investors who want to set up a representative office instead of a traditional one can solicit virtual office services. These comprise a notable business address in Moscow or in other important cities, a local phone number for future clients, mail and fax forwarding on request, a private local number and extra usage of a meeting room for collaborators and potential clients. Please feel free to ask us any questions about the virtual office services you can receive in Russia.
What you need to know about the Articles of Association
The Articles of Association are the company’s main documents with complete information about the business you intend to open. For instance, these documents need to provide information about:
- the owners – their name, nationality,
- details about the activities of the future company,
- the board of managers,
- the name of the representative of the firm,
- information about the minimum share capital, depending on the type of structure.
The same documents must offer information about the internal rules of the firm and about the rights of each member that forms the company. Also, it needs general information about the date the company enters the market with its operations, details about how the business can be closed, in respect with the Company Act in Russia. If you would like to know more about the requirements for preparing and submitting the Articles of Association for a company in Russia, we invite you to talk to our specialists.
Shelf company in Russia
Businesses in Russia may be subject to a fast start on the market with the help of a shelf company in Russia. Also known as a ready-made company, this can be easily transferred to future owners, in compliance with the Trade Register requirements. A shelf company in Russia is an already registered company kept on a ”shelf” until it ages and it is purchased by an investor. This is suitable for business persons interested in implementing the activities faster than waiting for company incorporation from scratch. Our specialists in company formation in Russia are at your disposal if you would like to set up a company in Russia.
For more information about the opening of a company in Russia, you may contact our team of company formation agents in Russia. We can also help you register companies in other countries, such as Turkey, and offer a wide range of legal services.