- September 6, 2023
We have prepared a brief guide for foreign investors on opening a company (LLC) in Russia. In the article we draw attention to the required documents, the choice of company participants and organizational procedures.
Founders / Owners/ Shareholders
According to Russian legislation, individuals, as well as legal entities can establish an LLC, provided the following conditions are met:
- If the Russian LLC is created by one legal entity, then it must have at least two owners/participants. If the LLC is created by several legal entities, the requirement for the minimum number of owners of the founding legal entities does not apply.
- If the owner of the Russian LLC is an individual, one owner suffices.
Necessary documents when creating an LLC, when one of the founders is a foreign company
What is needed:
- Extract from the trade (tax) register for each founder – legal entity.
- The decision of the sole founder or the minutes of the general meeting of founders on the establishment of the LLC.
- The Charter of the LLC to be created.
- Application form P11001 for opening of the Russian LLC.
- Power of attorney for local representatives (lawyers) to submit and receive documents.
How to prepare the documentation: signatures, apostille and translation of documents into Russian
The application Form P11001 for registration of an LLC can be signed:
- By the head of the foreign company or other authorized person (if it is indicated in the statement) from the foreign company.
- By individuals (founders).
Signatures on the application form and on the power of attorney must be made in the presence of a local notary (abroad).
If there are two or more legal entities among the foreign founders of the Russian LLC, an extract from the commercial register and a power of attorney for LLC registration from each founding company is required.
The documents specified in paragraphs 1,2,4,5 above must be apostilled in accordance with the 1961 Hague Convention, if applicable in the relevant jurisdiction.
For your convenience, general information on the documents is presented in the table below:
|Name of document
|Language of document
|Notarization of translation
|Form of document
|Extract from the trade register of the Founder
|In the language of the country of registration
|Decision to establish the LLC
|The Charter of the LLC
|Application Form P11001
|Power of Attorney
What else is required when setting up an LLC in Russia?
1. Name of the new Russian company (in Latin letters)
2. Registration address of the Russian company and contact telephone number.
3. Information about the owner/founder
If the founder is a foreign company, it is vital that the following information is in the commercial register extract is present:
I. Location address/legal address;
II. Registration number;
III. Date of registration;
IV. Name of the owner/founder’s registration authority;
V. Passport details and registration address of the director/authorized signatory on behalf of the founder.
If anything is missing from this list, it will need to be reported separately.
If the founder is a foreign individual:
I. Photo/scan of the main page of the passport;
II. Address of registration/residence abroad;
III. Taxpayer Identification Number in Russia – INN (if available).
4. Director/ authorized person
From the director or other person who will sign the documents (application form P11001 and power of attorney for company registration) you will need:
I. Photo/scan of the main page of the passport;
II. Taxpayer Identification Number in Russia – INN (if available);
III. Address of registration/residence outside Russia;
IV. Telephone number.
5. Scanned copy of the charter of the foreign legal entity – owner/founder of the LLC to be established
6. A list of the main types of activities the company plans to engage in. This list must also be included in the charter of the new company.
7. General Director of the new Russian organization
In Russian migration and labor legislation there is the following peculiarity: a foreign citizen without temporary or permanent residence in Russia cannot act as a general director at the registration stage. Therefore, most likely you have to appoint a citizen of the Russian Federation temporarily, or transfer the management of the LLC to a Russian management company.
The following information about the general director must be provided of the new LLC:
a. Scan/photo of the main page of the passport and the registration page (registration address);
b. Taxpayer Identification Number – INN.
8. Board of Directors
In the case of a board of directors, scans/photos of the main pages of the passports of the board members will be required.
9. Bank account
You will need to choose a bank in which to open a current account. If you need any recommendations, please let us know.
By default, the account will be opened in rubles.
The time required to open an account is on average 1-2 weeks.
Also be prepared for the fact that some banks have internal requirements: data on the beneficiaries of the company or other information about the company and its planned activities may be additionally requested.
10. Signatory rights
You will need to decide who will have the authority to sign bank payments.
Signatory authority can be granted in the following ways:
Option 1. One person can make the payments themselves.
Option 2. More than one person can make payments individually.
Option 3. One person may make payments only after agreement of another person.
Option 4. Multiple persons can make payments separately only after agreement with another person.
Please note that banks may limit the number of the above options as follows:
I. The person entitled to make the payments must be an employee of the LLC;
II. The General Director must be among the persons authorized to make the payment;
III. Only the chief accountant of the LLC can be the person authorized to approve payments.
11. Charter (authorized) capital of LLC
You need to determine the amount of the authorized capital of the LLC. The minimum amount is 10,000 rubles, but we recommend increasing it to 100,000 rubles: this amount will cover at least the initial expenses and in addition will look more trustworthy in the eyes of banks and tax authorities.
Open Russian Company with Awara Assistance
If you plan to open a company (LLC) in Russia, contact Awara for full service assistance with the set-up. We will also be happy to advise you on tax and accounting for your Russian business. Our Contacts: