Company registrations in Russia

In Russia, as in most European countries, there are several legal forms of business entities. The most common is Limited Liability Company (hereinafter LLC), which is referred to as OOO in Russia. Currently the number of registered companies in Russia reaches 4 million, 90% of which are LLCs. Why is this legal form (LLC) so popular?

Valentina Khlavich
Managing Partner
  • Law degree in Russian Federation
  • Studies at the University of Passau, Germany
  • Foreign languages: English, German
  • Since 2007 lawfirm Beiten Burkhardt
  • Since 2012 founder and managing partner at VALEN

Twice Appeared in Best Lawyers

Company incorporation (LLC/JSC) depending on the founding members:

  • foreign and Russian individuals – From EUR 390
  • foreign and Russian legal entities – From EUR 650

VALEN provides a full range of services related to the establishing of LLCs. We provide support at all stages of the registration process:

  • Consultating on all matters related to registration;
  • Selection of legal address/office and preparation of documents to confirm the address;
  • Preparation of company documents;
  • Submission and receipt of documents from the tax authorities.

Benefits of the LLC

  • LLC registration with the tax authorities takes only 3-5 working days;
  • Minimum share capital of only RUB 10,000 (about EUR 150);
  • Foreign nationals do not need a work permit to be a company founder;
  • Opportunity to apply the simplified taxation system;
  • For foreign companies, this procedure is cheaper and faster than registering a branch or representative office (state fee for registering a LLC is RUB 4000, about EUR 60).

What permits are needed to found LLC?

Foreign citizens planning to start an LLC in Russia are not required to have a work permit, residence permit, or other permits. Moreover, foreign citizens (company owners) do not need to reside in Russia.

What are the limitations to start an LLC?

The main limitation is the number of participants in LLC that cannot exceed 50 persons. Also, a company that has only 1 member cannot be the only participant in an LLC.

Who can be a company founder in Russia?

Individuals

Both Russian and foreign citizens can start an LLC. The basic requirement is the minimum age of 18 years old and legal capability.

Legal entities

Russian and foreign companies may also start an LLC. It is important to note that the combinations of participants may differ, i.e. Russian citizen and foreign company, or foreign citizen and Russian company (etc.) can jointly found LLC.

What documents are required to open an LLC?

The requirements for Russian and foreign nationals to register an LLC are almost identical:

  • Company documents (charter, Minutes, application from the founders, certified by a notary);
  • Documents confirming the legal address;
  • Notary translation of passport/s (for foreigners).

If the participant is a foreign company, the following is required:

  • Company documents (Charter, Minutes, application from the founders, certified by a notary);
  • Documents confirming the legal address;
  • Documents of the mother company with an apostille and a notarized translation into Russian.

Is it necessary to be present in Russia to register LLC?

To register LLC, it is required to have registration application be certified by a notary. The procedure of notarization obliges a personal presence of all the founders. In this regard, the founders may need to travel to Russia. The application can also be notarized abroad, but the rules regarding this vary for each country.

Practice:

Case

The executives of a large Russian magazine decided to reorganize in the form of transformation a private joint-stock company to a limited liability company. In the beginning the general meeting of the shareholders consisted of 20 shareholders. Thus, it was important to efficiently support reorganization.

Result
  • the lawyers prepared the plan of reorganization, held negotiations with the shareholders and discussed the conditions of LLC incorporation;
  • drafted the incorporation documents and application forms necessary for the tax authority;
  • held responsibility for communication with the shareholder register, tax authorities and non-budget funds.
Case

A Russian advertising agency whose client is a leading Moscow airport and a Hong Kong company specializing in lighting technology and other installations, decided to create an LLC with the aim of joint cooperation and provision of comprehensive services to clients. At the same time, the company from Hong Kong decided to contribute to the authorized capital in the form of intellectual property, namely, a unique technology in the field of lighting.

Results
  • Lawyers negotiated with representatives of both parties and agreed on the basic conditions;
  • Prepared incorporation documents, including a corporate agreement at the request of the client;
  • Accompanied the process of property valuation for the contribution to the authorized capital of the future LLC;
  • Communicated with tax authorities and non-budgetary funds;
Case

A large foreign company incorporated in Germany and represented on the territory of the Russian Federation by affiliated legal entities whose main scope of activity is the research, production and sales of innovative plants in the field of agricultural production, has reached out to VALEN Group lawyers to provide assistance and full range of services in the matter of legal, from migration legislation standpoint, employment of a foreign citizen accepted as CEO of a Russian legal entity.

The case was sophisticated by the fact that the above foreign citizen acted as the General Director of two Russian companies being part of the German holding company operating in different regions of Russia.

Result

VALEN Group lawyers:

  • collected and prepared the entire package of necessary documents for permits obtaining in the migration authorities;
  • submitted documents to the relevant structural divisions located in different regions of Russia;
  • provided support for the client to the state body when receiving documents.

As a result of the work done, a foreign citizen has successfully obtained documents that allow him to freely carry out work in the Russian Federation on legal grounds.

Case

A large American company, a global brand of clothing and accessories, as part of its activities in Russia, applied to VALEN with a request to prepare a legal opinion on the regulation, procedure and specifics of sale of precious metal products.

Results
  • An opinion on the specifics of sale of precious metals was prepared.
  • The requirements for the premises for the storage of precious metals were outlined.
  • To comply with anti-money laundering regulations – the procedure of registration on the “Rosfinmonitoring” website has been clarified.
Case

The owner was planning to conclude a sale of non-residential premises contract with a large construction company. A complex transaction structure with several types of securities and warranties and a multi-stage payment system by letter of credit has been developed. The situation was complicated by a long-term corporate conflict between the participants of the owner company.

Results
  • Multi-stage transaction structure has been developed;
  • Negotiations with premises’ buyer have been carried out;
  • Draft contracts for the sale of non-residential premises, guarantee agreements, pledge agreements, and other documents have been developed as part of these transactions’ implementation;
  • Legal support for registration of buyer’s ownership has been provided.

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Leading Lawyers

Valentina Khlavich
Managing Partner
Thomas Relja
Partner
Dmitry Kofanov
Partner
Valentina Khlavich
Managing Partner

Law degree in the Russian Federation

Studied at the University of Passau, Germany

Foreign Languages: English, German

Since 2007 a lawyer in Beiten Burkhardt lawfirm

Since 2012 founder and managing partner at VALEN

Our specialists
Thomas Relja
Partner

Economics Degree

Foreign Languages: Croatian, English

5+ years as a head of Accounting and Finance in European Companies

2+ years as a SAP consultant for companies in Germany (Munich) and UAE (Dubai)

Partner at VALEN

Our specialists
Dmitry Kofanov
Partner

Certified Lawyer in the Russian Federation

Experience since 2003 – in Russian and foreign law firms

Since 2021 – partner at VALEN

Our specialists

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