Start-up
Russian legal entity
Subdivision of a foreign company
Stages of registration of a Russian legal entity
List of documents required from a company –
List of documents required from a foreign individual
Representative and Branch office accreditation. General information.
Open a bank account.
Spoiler: Russian legislation is apt to change easily; some information and documents may get outdated right after they are published. Please, consult Norsk Etableringssenter for updates and advice
Russian legal entity
• Limited liability company (LLC)
• Private joint stock company (PJSC)
Legal Status
LLC and PJSC are Russian legal entities. They may conduct any form of commercial activity, provided it is not prohibited by the Russian legislation. For conducting any licensed type of activity it is necessary to obtain license.
The number of shareholders/participants in PJSC/LLC can not exceed 50. Any Russian and foreign companies and persons may be founders and shareholder in any number of Russian companies. The company may be established by a single founder, as long as the founder is not a company owned by a single legal entity or individual. Some peculiarities exist for the companies with single founder. For more detailed information please see Sole ownership.
Registration and Accreditation
Registration is done by the Tax authorities, which keep the United State Register.
Company also shall be registered with State Committee for Statistics and three
Authorized capital
Minimum authorized capital for LLC and PJSC is 10,000 rubles (~370 USD)
• At least 50 per cent of the authorized capital shall be
• 50 per cent of the authorized capital shall be
Management structure
LLC and PJSC have a
General meeting is the highest management body and it must meet at least once a year.
Board of Directors effects general supervision of the company’s business activities which are not referred to the competition of the General meeting
Executive body of a company may be represented by both an individual and collegial body. The executive body acts pursuant to the Charter document and doesn’t need a POA.
Shares/Units
Authorized capital is divided into shares/units which represent rights and obligations of a shareholder/participant in accordance with their participations in the authorized capital.
• A unit is not a security. The units can be sold to anyone, but there can be stipulated right of priority for the unit purchase.
• A share is a security. Open subscription is prohibited. The shares allotment shall be registered with the relevant state body.
Accounting and Tax Compliance
Companies shall file accounting and tax reports with the tax authorities on a quarterly basis. Reports on VAT shall be filed every month. For more information please see Reporting compliance table.
Foreign Staff
In order to employ foreign citizens a company shall obtain Employment permit. Afterwards every foreign employee shall obtain personal work permit. A work visa is also required. For more detailed information please see Employment of foreign citizens.
Subdivision of a foreign company
• Representative office (RO)
• Branch
Legal Status
RO and Branch of a foreign legal entity are not considered as a separate legal entity. RO and Branch are subdivisions of a foreign company. They are considered as Russian
• RO is a subdivision of a foreign legal entity that represents the company’s interests in Russia. ROs officially are not allowed to undertake commercial activity, in Russia.
• Branch is a subdivision of a foreign legal entity that may conduct commercial activity.
Registration and Accreditation
ROs and Branches may be accredited at several state bodies, such as State Registration Chamber (GRP), Chamber of Trade and Commerce and various Ministries of the Russian Government, although the Consolidated State Register of ROs and Branches is kept by GRP. ROs and Branches also shall be registered with the Tax authorities, State Committee for Statistics and three
Authorized capital
• RO is no requirement for the authorized capital.
• Branch – under the Federal law, is a requirement to form assets, but the amount is not stipulated.
Management structure
For both the RO and B ranch an executive body (Head of RO or Branch) should be appointed by the foreign legal entity. Such executive body acts pursuant to the Power of Attorney issued by the foreign legal entity.
Shares/Units
Non applicable.
Accounting and Tax Compliance
There is almost no distinction between a Branch (or taxable RO) and Russian legal entity in terms of tax compliance. RO which carry out auxiliary and marketing activity also should submit reports on their activities and possible income and all reports related to payroll and social taxes. Reporting is generally done every quarter with exception for VAT (monthly) to the special Tax inspectorate, which deals only with RepOffices and Branches. For more information please see Reporting compliance table.
Foreign Staff
RepOffices and Branches of foreign companies have to obtain Employment permit. Every foreign employee also has to obtain personal work permit. A foreign employee visa (subtype of work visa) is required. For more detailed information please see Employment of foreign citizens.
Stages of registration of a Russian legal entity:
1. Registration at the Tax authority
2. Registration at the State Committee for Statistics.
3. Making of the seal of the Company.
4. Registration at
5. Opening of the bank account depends on the bank
6. Registration of the shares issue with the Federal Services for Financial Markets
Is applicable only to Private and Public Joint Stock Companies.
List of documents required from a company –
1. Certificate of Incorporation or extract from the Trade Register of the country of origin.
2. Memorandum and Articles of Association.
3. Resolution of the Company’s executive (managing) body upon the appointing of the Head of the new company or Power of Attorney to the person authorized by the Company.
Documents mentioned above require Consulate legalization or apostille with notarized translation to the Russian language.
List of documents required from a foreign individual:
1. Passport
2. Russian visa (if any)
Representative and Branch office accreditation. General information.
Stages of accreditation:
1. Accreditation with the accreditation authority
2. Producing the seal
3. Registration at the State Committee for Statistics
4. Registration at the State Tax Inspectorate
5. Registration at
6. Opening of a bank account depends on the bank
List of documents required from a foreign legal entity:
1. Memorandum and Articles of association of a foreign legal entity (charter, bylaw).
2. Certificate of Incorporation of a foreign legal entity or Extract from the Trade Register.
3. Letter of introduction provided by a Bank that serves for a foreign legal entity in the country of incorporation that proves its solvency.
4. Resolution of a foreign legal entity about opening of the Representative or Branch Office and appointing of the Head.
5. Power of Attorney given to the Head of the Representative or Branch Office.
6. Certificate of registration with Tax authorities with Tax Code of a foreign company (or its analogue in the country of its establishment).
Documents mentioned above require Consulate legalization or apostille with notarized translation to the Russian language.
You can also read Establishing a Legal Presence in Russia
Open a bank account
Documents necessary for opening of a settlement account:
– The application for account opening
– The agreement on bank account and bank services in two copies
– The document on starting a company:
– The decision on creation (for a
– Copy of the constituent contract (if two or more founders of a company)
– The Charter, the Constituent contract with all changes and amendments
– The certificate on the state registration of the legal person
– The notice of territorial body of Federal Statistics Agency
– The certificate on statement on the account in tax department (tax payer number)
– Card with samples of signatures and a seal
– The document on appointment of the head of the organization:
– The decision of the founder on appointment of the head (for a
– The meeting report of founders about election of the head (if two and more founders)
– The order of the head on appointment of a chief accountant or taking accounting on his/her own.
– Orders on appointment of the staff specified in a card provided with samples of their signatures and a seal
– Powers of attorney to authorize primary and secondary signatures for registered staff to sign
– Completed form of the customer – as of the legal person or of
– Completed form of the beneficiary – the legal entity or the
– The licenses issued in conformity with the Russian legislation to authorize activities subject to licensing
– Copies of relevant pages of the ID document, with samples of his/her signatures and a seal.
– Extract from the unified state register of legal persons (EGRYuL)
The following sources were used
• www.pwc.com
• www.waytorussia.net
• www.russia.alloexpat.com
• www.moveoneinc.com
• www.
• www.
