The procedure for registering a company which includes foreign parties, be they individuals or a legal entity, is virtually identical to that for registering one including Russian residents. If there is a foreign legal entity amongst the parties registering the company, the only additional requirement is an extract from the Unified State Register of Legal Entities of the country whose jurisdiction the foreign founder falls under.
If the foreign founder is an individual, then a verified passport endorsed with an Apostille is required.
Many people worry about the question of nationality but, to Russian law, it is irrelevant which country the entrepreneur comes from.
Many people worry about the question of nationality but, to Russian law, it is irrelevant which country the entrepreneur comes from. The most important thing is that they have the documentation meeting the conditions stipulated for starting a company.
The standard document package is made up of a Statement of Registration (form 11001), a Statement to the Tax Authorities, a Letter of Guarantee from the owner of the premises where the company is to be located, the company's Memorandum of Incorporation, the Company Charter, the Protocol of the Meeting of Founding Parties (in which it is decided to create a legal entity with a specified name at the specified address), and a receipt for the payment of State Duty for company registration. These documents are witnessed by a Notary and presented to the Inter-District Inspectorate of the Federal Tax Service (MIFNS). Anyone who registers in Moscow, does so at MIFNS branch no. 46, Building 2, Premises 3, Pokhodny proezd, Moscow. This is the main registration authority in Moscow.
On registering, the legal entity is assigned a legal address and a Primary State Registration Number (OGRN). The Letter of Guarantee from the owner of the premises is needed so that regulatory bodies are able to find the responsible parties should it prove necessary. Many have separate legal and actual addresses. This is improper. In any case, the CEO is obliged by law to be located at the legal address.
Foreign entrepreneurs should remember that the tax inspectorate only accepts documents submitted in Russian. All foreign language documents have to be translated. They should not contain a single Latin letter, even if the company has a foreign name: i.e. transliteration is required. In my experience, there was once a case where the tax authorities did not accept registration documents due to a name being written in English. Of course, it is possible to appeal such a decision, but dealing with this takes up time and other resources. It is much simpler to correct the errors and resubmit the documents.
But if you receive a refusal, and you do not know the reason why, then it is better to appeal it with a judicial procedure. To go and try to find out why you have been refused is basically pointless. As a rule, the process is a long-drawn-out one as the tax inspectorate only have to reply to any queries, requests or demands within 30 days. It is quicker to appeal the decision with a judicial procedure. But such cases are not so common.
If everything is in order and a refusal has not been issued, you then need to acquire a letter of information complete with statistics codes from the Federal State Statistics Service (Rosstat), in which is indicated the organisation's main area of business. The amount of tax payable into the social security fund is dependent on the sort of activity carried out by the company and is calculated on the basis of this letter of information.
According to Russian legislation all organisations must have a rouble account.
Finally, it is possible to open an account in whichever bank is most convenient. According to Russian law, there can be several of these, but each one has to be registered, which is why entrepreneurs often limit themselves to the one. But don't forget that according to Russian legislation, all organisations must have a rouble account. Hence, foreign legal entities frequently open both a rouble and a foreign currency account.
It is from this account that both taxes and insurance contributions are to be paid, and where the salary and other budgets are kept.
The tax inspectorate may check that you are paying your tax in full. So, you shouldn't make any ill-considered withdrawals from the account. Some entrepreneurs treat the company bank account as if it were their own, and use it to make personal purchases. This should not be done. However, if you do not have any complaints from customers lodged against you, then the account is not usually inspected.The tax inspectorate has to be informed about the opening of a bank account within seven days. The social security fund and pensions fund also have to be informed about this.
After this, the legal entity is considered de facto registered. You may go about your work. Incidentally, even if the founder of a Russian company is from abroad, he still pays the same tax on profit as a Russian resident: 9%.
Even if the founder of a Russian company is from abroad, he still pays the same tax on profit as a Russian resident: 9%.
And now for the time-frames. Direct registration of a limited company takes 7-9 days. It all depends upon how quickly you present the requisite documents. Also, there are a huge number of law firms in Moscow who will take it upon themselves to draw up the necessary documentation and see to the registering of your enterprise.