Setting up a business in Russia

Types of companies

The Full Partnership

No minimum capital is required for the creation of a Full Partnership company. Moreover, no minimum number of partners or associates is required. However, an individual is allowed to be involved in a single partnership. The company's liability is unlimited and its management is carried out with all participants' mutual agreement.

The Limited Partnership

A minimum capital of RR 10,000 is required for the creation of a limited partnership. Its creation is based on an association agreement whereby at least one partner has unlimited liability and the others have limited liability.

The Open Joint Stock Company

The setting up of a Open Joint Stock Company requires a minimum capital of RR 100,000. The company should have at least one shareholder whose responsibility will be limited to the amount of contribution. This type of business is more suitable for large companies with many shareholders.

The Closed Joint Stock Company

This type of company best suits joint investments with a Russian partner outside of the founding group. A minimum capital of RR 10,000 is required and a maximum of 50 shareholders is authorized.

Limited Liability Company

The Limited Liability Company is the most suitable when the investment is not made jointly with a Russian partner. The number of shareholders is limited to 50 and a minimum capital of RR 10,000 is required. Shareholders' liability is limited to the amount of their contribution.

Registering a company

Application for Registration

First of all, you have to fill in and sign a company registration form (P11001) which then has to be notarised. A tax stamp of 200 rubles will be required for each copy. Youwill also have to hire a lawyer or notary to draft a company charter. Note that the application can be made online.

Deposit of funds in the bank

The second step is opening a temporary bank account in the company's name and depositing the minimum capital. Note that 50% of the required capital must be paid prior to the company's incorporation. The balance must be paid during the first year of operation.

Once you have registered your business, you will have to open a permanent account which will be merged with the temporary account. Documents to be produced to open the bank account are the following: an application form, a notarized copy of the decision to create the company, a notarized copy of the basic agreement. Procedures can take more than a day.

Payment of registration fees

Payment of the company's registration fees, amounting to 4,000 Russian roubles can be made at Sberbank's branches in Moscow or at Moscow's Fiscal Services Office 46. You have to keep preciously the invoice which will be issued.

Stamps for private companies

You have to produce your business stamp before opening a bank account. This should cost RR 350. Besides, you must present your payment receipt during these proceedings.

Obtaining a unique registration number and a tax identification number (TIN)

To register with the Federal Tax Service, you will need the following documents:

• The Founders' Assembly decision;
• the company's Charter (two originals which will be returned to applicants);
• the notarised registration application;
• receipt of payment of registration fees;
• the new company's proof of address (lease documents or a letter written by the building's owner, bearing the company' signature and stamp); and
• fees applied (some RR 4,000).

Note that procedures can take at least five working days.

Once you have completed these formalities, the registration department will issue a confirmation slip specifying the final registration date, as well as the date when you will have to collect all these documents. This should take five more working days excluding the application date. You will also receive a registration summary and one of the two original company charters which have been stamped by Russian authorities. The company's TIN will then be issued. Documents may be sent to you by post if necessary.

Certification and registration of the company manager's signature

Banks will require the company's registration number as well as documents related to the founder's financial position. Note that procedures may vary from one bank to another. Once the client has been accepted, the bank will issue a confirmation letter which will summarize the bank account's details. You will need these details to confirm the opening of a bank account to the Federal Tax Service. Hence, the following documents will be required:

• The company's legal status registration certificate issued by the government;
• the founders identification documents;
• the corporation license issued if these are directly related to the company's capacity;
• the bank signature card;
• documents confirming the authority of those present on the bank signature card; and
• documents confirming the authority of the company's executive body.

Note that the bank may also request additional documents. Make sure to inquire with competent authorities before proceeding so as to produce a complete file.

Documents required to open a company bank account may differ from one bank to another. Procedures also depend on the number of founders, the country where the head office is located, the amount of documents submitted to the bank when opening the bank account, etc.

Notarial fees for the signatures and bank card certification will likely cost around RR 200. You will also need another RR 2000 for technical work. The founder's signature must be certified and registered by a bank. A specific form will be provided. You will have to duly fill and sign it. You company's stamp will also be required. You can choose to either obtain a signature notarisation form before opening the bank account or during the process.

A RR 200 duty stamp will be required if the document is completed by lawyers or notaries, not to mention technical costs. Moreover, the Bank of Moscow and Sberbank will charge RR 500 for the founder's signature certification.

Russian companies must provide monthly accounts and quarterly VAT to the Federal Tax Service.

Provide the bank account number to the Federal Tax Service

Finally, the company's representative has to submit the notice of the opening of a bank account to the Federal Tax Service within 7 days following the date of opening.

Useful links:

Doing Business
Ministry of Economy
Russian Federal Tax Service
Chamber of Industry and Trade of Russia