Liquidation of company’s representative office

Jan, 16 2024


Liquidation of represen are the forms of separate subdivisions stipulated by Russian law. They are situated outside the main location of the company, but branches and representative offices are not synonymous. According to the Civil Code, they have fundamentally different functions, which are detailed in Article 55 of the Civil Code.

Representative office presents and protects company’s interests. Branch have more functions and powers than a representative office: tit perform the same functions as the company’s main office, including representation functions. Directors are appointed by the main office and work by proxy/ Information about subdivisions of Russian companies is necessarily recorded in the Unified State Register of Legal Entities.

Information about subdivisions of foreign companies in Russia is also included in USRLE, but it’s a record list of accredited branches and representative offices of foreign legal entities. Most specialists call it abbreviated: RAFP (Register).

Liquidation of representative offices of legal entities, as well as liquidation of a branch of a legal entity, takes place according to Russian legislation. Subdivisions of Russian companies are governed by Article 65 of “Joint Stock Companies Law “, as well as Article 5 of “Limited Liability Companies Law ” and Article 17 of “State Registration of Legal Entities and Individual Entrepreneurs Law “.

It is enough to take a decision on liquidation of a subdivision by the Board of Directors of a joint stock company or the General Meeting of limited liability company participants and then notify the state authorities in writing. After that, the process may be considered to have started, but in practice there is a number of formalities to be faced.

Director contacts a notary to authenticate his signature on the application and submits documents to the state authorities at the location of the main company. The activities of representative offices of Russian companies are considered terminated only after appearance of the relevant information in the Unified State Register of Legal Entities.

Liquidation of a branch of a legal entity and liquidation of a representative office of a legal entity registered abroad are regulated by other laws. These are Article 21 of “Foreign Investments in the Russian Federation Law ” and Paragraph 12 of the Accreditation Procedure of 26.12.2014.

In order to start the liquidation of a business, a closing decision, signed by an authorized person of a foreign company, is executed. It must contain data on the termination of business in the Russian Federation through its subdivision.

The decision on liquidation of a company’s branch (representative office) is certified by a foreign notary, then it is submitted to the Federal Tax Service. Major conditions of registration are the following: presence of an apostille or consular legalization. An exception may be made only in case when the international treaty between the Russian Federation and another state specifies other conditions for business.

Specific features of procedure

To close a separate subdivision on the Russian territory it is necessary to prepare an application for termination of accreditation of a subdivision of a foreign company. Since there is no established procedure for filling in this application, adhere to the established practice of paperwork, and even better – pass on registration of papers to experienced lawyers.

The application is signed by director of the foreign company’s subdivision, then it is submitted to the tax authority with other documents. Within fifteen calendar days from the date of the closing decision, it is necessary to submit the documents to the tax inspection. They can be submitted personally by director or a person acting by proxy.

The tax officers then check the documents for compliance with the law. The inspection lasts up to 10 working days. If the examination is successful, the request is sent to the tax authority where the foreign company’s separate subdivision is registered. If there are no debts to the budget, the accreditation termination procedure is approved.

Tax audit

At this stage, the Federal Tax Service may initiate an on-site tax audit. There is a mandatory condition – employment relations with employees of a foreign company’s subdivision must be terminated before termination of its accreditation. Upon completion of the audit and approval of the decision on liquidation of the company’s branch (liquidation of the representative office) within 5 working days the Federal Tax Service issues:

  • information sheet on making an entry in Register;
  • notice of withdrawal of a foreign organization from the register.

After making an entry in Register, the foreign subdivision should be removed from the Pension Fund, Social Insurance Fund and Federal State Statistics Service. Then, after submitting applications from a foreign company and possible reconciliations with these authorities, you receive documents that confirm business deregistration.

Our Services

VALEN provides a full range of services related to the liquidation of both Russian and foreign company’s branches. We provide qualified support and assistance at all stages:

  • advise on issues related to the liquidation;
  • prepare documents;
  • translate documents into foreign and Russian languages;
  • submit documents to authorized bodies;
  • provide accounting support;
  • execute the termination of employment relations.

To receive consultation on the liquidation of company’s branches, call us or leave an application on the site so that we can call back!

Author of the article
Liquidation of company’s representative office
Valentina Khlavich
Managing Partner
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