How to register a company in Russia

Currently, Russia permits foreign citizens to register companies within its territory. In this article, we will outline the key features of registering a company under the business legal structure of a Limited Liability Company (LLC or Общество с ограниченной ответственностью, ООО in Russian). This form is the most common for starting your own business.

Registration of a company with arrival in Russia.

The first method of registration involves the founder (settler) of the company traveling to Russia. In this case, the founder can personally visit a notary with a complete set of documents. The notary will certify the founder's signature and submit the documents for company registration through a specialized notary system. This eliminates the need for the founder to visit the tax office in person. Within five working days after the documents are submitted by the notary, the company will be registered.

It is important to note that if a company has multiple founders, each must be present at the notary for signature certification and document submission to the tax office. This process cannot be completed by power of attorney or in the absence of any founder.

Additionally, if you do not speak Russian, you must bring a translator when visiting the notary. The translator must hold a Russian state diploma, indicating their ability to translate from your language into Russian (for example, for English, a diploma in the specialty “Translator” with coursework in English). You can either find the translator yourself, or Consult Group specialists can assist you in choosing one.

FYI: this method is not available to citizens of countries deemed unfriendly by Russian Government dated March 5, 2022 No. 430-r. In such cases, notaries will not be able to assist you, and direct submission of documents to the tax office will also be unavailable. However, you can always use the second method, which will be discussed below.

Registration of a company without arrival in Russia.

The second method of registration does not require the company founder to travel to Russia. Instead, the founder must visit the Consulate or Embassy in his country of citizenship or another foreign country. Since it can be challenging to schedule an appointment with the Consulate, it is advisable to do so in advance. Once the company registration documents are ready, you can visit the Consulate. The Consul performs similar functions to a notary, as certifying signatures on the documents and after that returning them to you.

Afterward, the documents must be sent to Russia to the person designated in the power of attorney, who will then submit them to the tax office for company registration. The company will be registered within 5 days of document submission.

If the company has multiple founders, their simultaneous presence at the Consulate is required.

Additionally, determine whether a translator will be needed if you do not speak Russian. While some Consulates may not require a translator, most often they do, and the translator will need to provide an additional confirmation signature on the documents.

FYI: before visiting a notary, you need to upload a draft power of attorney for the person who will submit your documents for company registration to the tax office in Russia on the website of the Russian Ministry of Foreign Affairs. You can do this yourself, but Consult Group specialists can also help you.

Documents for registration of a company.

Documents required for company registration:

• Decision/Protocol on the establishment of the company. A decision is prepared if the company has one founder, a protocol if the company has 2 or more founders;
• Charter;
• Tax application form;
• Documents for legal address;
• Contract of association. Required if there are two or more founders.

Consult Group specialists can assist in preparing these documents.

Also, after registering the company, you will need an order for the appointment of the head of the company and a list of participants. These internal documents will be necessary for the company's future activities, particularly for dealings with banks and business partners.

Legal addresses and their specificity in Russia.

A legal address is required to register a company. When submitting documents to the tax office, a letter of guarantee from the owner of the legal address and the title documents for the address are needed. You can either find the legal address yourself and request these documents from the owner, or Consult Group specialists can assist you in choosing one.

The owner of the legal address must provide:

• A letter of guarantee (гарантийное письмо in Russian);
• A copy of the certificate of ownership of real estate or an extract from the Unified State Register of Rights to Real Estate (копию свидетельства о праве собственности на недвижимое имущество или выписку из ЕГРН in Russian);
• A lease/sublease agreement (договор аренды или субаренды in Russian);
• An acceptance certificate for the premises (акт приема-передачи недвижимого имущества in Russian);
• A copy of the lease agreement (if a sublease agreement is concluded);

• If the lease agreement is signed by a third party under a power of attorney rather than the owner, a copy or original of the power of attorney must be attached.

You can choose from the following options for your legal address:

• Actual address: The actual location of the office where your company will be situated in the future;
• Conventional "mass" address: An address where you can be present in the office at a pre-agreed time;
• «Mass address» solely for registering the company without the ability to physically locate it there. This option carries some risks, as the tax office verifies the accuracy of addresses, so it's crucial to ensure that such an address is validated.

FYI:

• If there are issues with the legal address, the tax office will refuse to register the company. For example, if the address is not listed in the Federal Information Address System (ФИАС in Russian). Therefore, it is crucial to select a verified legal address.
• If the tax office deems the address unreliable after registration, all registration actions in the Unified State Register of Legal Entities (ЕГРЮЛ in Russian) will be suspended until the issue is resolved.
• If a «mass address» is not renewed after 11 months, the tax office may mark it as inaccurate in the Unified State Register of Legal Entities, leading to corresponding consequences. Until this inaccuracy is resolved, it will not be possible to continue commercial activities.
• Foreign citizens cannot register a company at their home address.

Registration of foreigners as individual entrepreneurs.

A foreign citizen can also register as an individual entrepreneur in Russia if they have a permanent residence permit or a temporary residence permit (вид на жительство или разрешение на временное пребывание in Russian). If neither of these documents is available, it will not be possible to register as an individual entrepreneur. However, company registration, as described above, will still be an option.