What do you think does the business start with? I think it is fair to say that any good business starts with an idea. What does doing business in reality start with? Doing business in Russia is possible only after official registration of business. The Russian commercial activity without state registration is prohibited. Doing business in Russia without state registration may lead to administrative, tax and criminal liability.
Dear reader, this article is supposed to provide a quick overview on how to register business in Russia. I hope you will find a useful information here. If there are any questions left or you would like to find out more, you are always welcome to ask using contact details below.
In a very simplified form registering a business in Russia includes the following steps:
1. Considering a proper business legal structure, taxation system and other details of the future business.
2. Preparing the required documents for registration.
3. Submitting the documents to the registering authority.
4. Receiving the incorporation documents.
5. Manufacturing a seal and other means of individualization (optional).
6. Opening a bank account.
But please keep in mind that this sequence is pretty generalized. Details depend on the chosen business legal structure, taxation system and other details of the future business, that is why the very first step is very important.
So as for the step one I have to give you a small introductory lecture to make you see what you should pay attention to before state registration. Also take into account that this is a brief information. You can have more details of a topic of interest to you in the future articles or in a personal conversation.
Step 1. Considering a proper business legal structure, taxation system and other details of the future business.
Just as with other serious decisions, doing business in Russia as anywhere else needs proper consideration of details. Registration of business in Russia is quite a responsible and crucial stage that requires you to consider a type of business presence (organizational and legal form), business structure details (founders, managers, authorized capital etc.), kinds of activities, taxation system, etc. These questions will be solved properly when you have defined the essence of the future business, or what will your business do.
Types of foreign business presence in Russia
As in other countries, there are several types of business presence in Russia for foreigners. The possible types are:
- Branches and Representative Offices;
- Legal Entities;
- Joint Activity Agreements (Simple Partnerships);
- Individual entrepreneur.
The two most common types of business presence in the Russian Federation are branches and Limited Liability Companies (LLC). Let’s see why.
A. According to the Russian laws, both the Branches and the Representative Offices are just subdivisions of a foreign legal entity, they are not considered to be separate legal entities.
The difference between the Branches and the Representative Offices is that according to the Russian Civil Code, a Representative Office can only represent the interests of its legal entity but cannot do real business, which generally speaking limits its activities to those of a non-commercial nature, such as meeting customers and counterparties, marketing or gathering information.
Nevertheless, the Russian legislation does not provide certain sanctions for Representative Offices of foreign companies conducting business (making commercial transactions) in favor of the legal entity that is being represented. In this case, from the point of view of tax legislation, a Representative Office will also be considered to be a full-fledged taxpayer and must calculate and pay, in particular, the following taxes:
- Corporate income tax (20%),
- Value added tax (18% or 10%).
On the contrary, a Branch performs the functions of its legal entity and is allowed to do all types of legal entity’s commercial activities, including entering into transactions on its own behalf, billing and accepting payments from clients to its own bank account, and representation of its legal entity as well. That is why a Branch is a subject to taxation. As a Branch is a part of a foreign company and not a separate legal entity, the head company can freely transfer money to the Branch back and forth without providing additional service or marketing agreements, without dealing with Russian foreign currency control regulations. A registration process for a Branch usually takes up to 2 months.
Accreditation of a Representative Office or a Branch of a foreign company in the Russian Federal Tax Service requires a one-time state fee in the amount of RUB 120,000 (one hundred twenty thousand rubles).
B. Another way of setting-up a business in Russia for foreign companies is to register a subsidiary – a separate legal entity. Note that there are many types of legal entities forms available in Russia, including commercial and non-commercial ones. This quick review will only name the most popular forms for foreigners willing to do business in Russia or with Russia.
Russian laws put a restriction to owning a separate legal entity: note that a 100-percent holding company (parent company) of a Russian company must have more than one shareholder or participant.
B.1. Limited Liability Companies
A Limited Liability Company (in Russian – ‘OOO’, Общество с ограниченной ответственностью [Obshestvo s ogranichennoi otvetstvennost’yu]) is definitely the most common and the most flexible form. It is a legal entity with its authorized capital divided into shares; as a rule, participants do not bear personal responsibility for the company’s liabilities but they do take on the risk of possible loss up to the amount of their equity shares. The minimum number of founders (participants) is one, the maximum is 50. The share capital amount shall be not less than RUB 10,000 (ten thousand rubles) and it must be paid within 4 months of the company registration. Payment for equity shares might be made in the forms of money or property.
The money transferring for a LLC from its parent foreign company is not as easy as for a Branch, and this is where the practical difference between a Branch and a LLC lies. Financing a LLC requires a certain commercial reason and a contract (for loans, services, etc. that the LLC performs for its parent company). The other transferring possibilities are increasing the authorized capital, or doing additional contributions to the assets of a LLC by participants without extending the charter capital.
B.2. Joint stock companies
Joint stock company (JSCs) is another popular type of business. JSCs are able to issue shares (securities). Each issue of shares must be registered with the Central Bank of Russia. The shareholders of JSCs are not liable for the obligations of the company. They bear the risk of losses only to the extent of the value of their contributions (just as with the participants in LLCs). A general information about a JSC is available from an opened source, while information about the shareholders is kept by a special authorized registrar chosen by the shareholders. Russian JSCs can be “public” and “non-public”.
Public joint stock company (PJSC, Russian [PAO]’)
The difference is that the shares and securities of a ‘public’ JSCs are publicly listed (i.e. placed through open subscription) or publicly circulated. The minimum charter capital for a ‘public’ JSC is RUB 100,000 (one hundred thousand rubles). A maximum number of shareholders is unlimited.
Non-public joint stock company
The minimum charter capital for ‘Non-public’ JSC is set at RUB 10,000 (ten thousand rubles).
C. Simple partnership (joint activity agreement, JAA)
It is not a legal entity but just a partnership agreement on pooling partners’ assets for conducting a common business.
D. Individual entrepreneur ([Individualny predprinimatel], ИП)
Individual entrepreneur in Russia is a person doing business without forming a legal entity. The specific is that a person who I an Individual entrepreneur is liable for his obligations with all his property, with the exception of property that is according to the law, not a subject to recovery.
A foreigner can register as an individual entrepreneur if he has a temporary residence permit or residence permit and if he is registered in the region where he intends to conduct his business.
Some other aspects of the issue
Be aware that there are some exceptions in the common rule of a limited liability for both LLCs and JSCs. For example, a parent company that has a right to give directions that are binding on its subsidiary is jointly liable with the subsidiary for transactions concluded by the latter when following such directions.
From the point of view of the Russian Labor Law, businesses are allowed to hire Russian and foreign citizens to work for them.
Businesses must obtain work permits if they are going to hire foreigners. There are two types of work permits (WP) in Russia: regular one (for one year) and a permit for highly qualified specialists (for 3 years).
A business in Russia may be subject to the Conventional (common) taxation system or the Special tax regimes.
Conventional (common) taxation system means that a business pays value added tax (VAT), profit tax, property tax and all other taxes, except those that are provided only for special regimes. It is applied by default. Basic VAT range is 18 percent (in certain cases it is 10 percent or 0 percent). Basic profit tax is 20 percent. Property tax ranges depend on a region of Russia and cannot exceed 2.2 percent. Personal income tax rate for individuals is 13 percent for tax residents, 30 percent for non residents (Tax residents are those who are present in Russia for 183 days or more in a period of 12 consecutive months).
Special tax regimes imply exemption from the obligation to pay individual taxes and fees. They can be applied only at the request of the businesses that match special requirements. The types of Special tax regimes are as follows:
1) the taxation system for agricultural producers (single agricultural tax);
2) the simplified taxation system;
3) the taxation system in the form of a single tax on imputed income for certain types of activities;
4) the taxation system in the implementation of production sharing agreements;
5) patent system of taxation.
Simplified taxation system is the most widespread and beloved one among Special tax regimes. Generally speaking it means exemption from paying income tax, property tax and value added tax (except when importing goods to Russia). In return, a business with a Simplified taxation system is entitled to select to pay taxes by one of the following taxation options by itself:
– 6% tax for the company’s income (revenue);
– 15% tax for the company’s profit (income amount reduced by the business expenses).
Before applying for a registration, you should consider the possible taxation system. It is possible to apply for the Simplified System of taxation during 30 days after the registration (if you need it). Or you can change a taxation system later during operating (but this way is less convenient).
Step 2. Preparing the required documents for registration.
Registration of business in Russia obeys strict rules of law. Violation of a rule might be considered as a ground for refusal of registration and lose of money.
The list of documents may range depending on a business legal structure. To give you a general idea, a common list of the required documents is the following:
– Application for registration of a company (form Р11001);
– Decision (protocol) on forming of a company;
– Foundation documents (for LLC it’s a charter);
– Extract from the business register of appropriate foreign country or other equal proof of the legal status of the foreign legal entity/the founder;
– Documents on payment of a state duty.
Note that in certain cases this list might differ dramatically.
As for example, the state fee for the registration of a LLC is 4,000 rubles. Individual entrepreneur registration is simpler and cheaper (registration fee is just RUB 800).
Despite the officially fixed list of documents, the registering authority can request additional documents such as an Agreement on establishment and a document which confirms the company’s address (letter from the landlord guaranteeing that the lease agreement will be concluded with the LLC once the registration is completed). If the share capital is paid by property, an act of transfer and acceptance and a valuation act are required.
There is actually an alternative way of becoming a host of a company – just to buy an existing business (fully) or to buy a certain stake or shares in the authorized capital of a company and become its member. In this case you don’t have to submit all the above mentioned list of documents but you submit a contract of sale of shares in the authorized capital.
The documents must strictly comply with the law. If you submit a wrong list of documents or your documents contain mistakes (even a spelling mistake), your application might be rejected, and a governmental fee is not refundable. But unlawful denial of state registration and evasion of such registration may be challenged in court.
The documents are to be written in Russian. Documents in a foreign language shall be assured by an apostille or consular legalization and translated into Russian. Translation should be also notarized.
Authenticity of the applicant’s signature on the application for registration should be notarized (take into account some additional expenses). If the founder (all the founders) is able to submit the documents to the Tax Service office in person, the application does not have to be notarized.
Documents in which the authenticity of the applicant’s signature is witnessed by a foreign notary, are subject to assurance by an apostille or consular legalization and subsequent translation into Russian. Translation should be notarized.
As you can see, you should strictly comply with all rules of applicable law and be ready for a very formal procedure. So I personally recommend you not only to visit a notary’s office as an additional guarantee that you documents are OK, but also to get help from a local Russian lawyer who knows the procedure and specifics of the local registering authority (Russian Federal Tax service). This would save your time, keep you away from matters of procedure and let you concentrate on the main thing – doing business.
Step 3. Submitting the documents to the registering authority.
The authority governing business registration in Russia is the Federal Tax Service.
It is allowed to submit the documents in person, by mail or in electronic form with electronic signature. The online registration service has been available since 2012. However, as obtaining online signature is costly and time consuming, in practice, most of the businesses do not use the online services.
The documents can be submitted in person by the applicant(s) himself (themselves) or by any other person by power of attorney, which can freer you from long awaiting in a queue.
Step 4. Receiving the incorporation documents from the registering authority.
Considering an application for initial registration takes three working days, whereupon the company obtains a Registration certificate and Tax Identification Number (INN in Russian).
Once you received the incorporation documents from the registering authority, your business also needs to get the registration papers from other authorities:
- the State Statistics Committee,
- the social insurance funds.
This step is simple and does not take long.
Additionally, Joint Stock Companies are required to register their share issue with the Central Bank of Russia
Step 5. Manufacturing a seal and other means of individualization (optional).
You are free to order a seal in any commercial organization, which would cost you (depending on a quality) about RUB 300-1500.
A business might also have stamps and letterheads with its name, its own logo, as well as a registered trademark and other means of individualization.
According to the recent Russian laws, it is optional to have a seal for a business (but if you have one, it should be written in your charter). Though in practice the majority of the businesses still order a company seal.
Step 6. Opening a bank account.
Once your business is registered and you got all the registration documents, you are free to apply for a bank account in any bank. A bank certifies and registers a signature of the entrepreneur.
Duration and complexity of the procedure depends on a bank. The most reputable banks might make you wait up to several weeks and charge higher fees (e.g., Sberbank of Russia, VTB24 etc.). Some banks might provide you with a bank account within a day.
The number of accounts or bank where you would like to open a bank account is unlimited.
In some specific cases, it will require to go through some more approval procedures (for example, if the kind of activity you are going to do needs a license or membership in associations etc.).
After the abovementioned steps your business is ready to operate.
Russia is a very large and powerful country with lots of business potential. There are always good niches and business types for investors who want to do business in Russia or with Russia.
As I live in St. Petersburg, Russia, I can say that this city is a popular place for foreign investors, so as foreign investors are very welcomed here with all the special foreign investors program and forums that are being annually held. St. Petersburg is a growing economy with an attractive business environment.
This brief guide has been prepared for general guidance on matters of registering business in Russia but does not cover all the possible cases and details. Please contact a specialist to help you with registering business in Russia correctly, taking into account the features of the future business and in accordance with law.
You are welcome to contact me by the contact details below to provide you with information, legal help or advice.
I am wishing you a good luck with your business!
by Anna S. Menshova,
Lawyer and Legal adviser,
Russian Marketing Director & Legal Consultant for Elite Social Network
Saint Petersburg, Russia
Tel. +7 967 590-73-79