
- Awara
- May 30, 2025
- 15
Company registration in Russia
The following article is an excerpt from Awara Doing Business in Russia Guide 2025. Awara offers an ultimate guide of why Russia is a great place to do business, and how to realize your successful market entry.
Forms of presence in Russia
A foreign company can choose one of the following forms of presence and business activities in Russia:
Form of doing business | Direct sales | Sales through distributors | Representative office of foreign company | Branch of foreign company | Subsidiary (Limited Liability Company) | Dependent agent (individual or legal entity) |
Special features | Without registering a legal entity in Russia. Taxes and customs duties are paid by your client (exception: provision of services in electronic form, for which tax registration in Russia is required). | Without registering a legal entity in Russia. Taxes and customs duties are paid by your distributor. | Not a separate legal entity, represents the interests of the parent company and cannot conduct commercial activities. Pays taxes on its own. | Not a separate legal entity but performs the functions and represents the interests of the parent company. May conduct commercial activities. Pays taxes on his own. | An independent legal entity responsible for its obligations and has a separate balance sheet. Pays taxes on its own. | A dependent agent acts on behalf of a foreign company in Russia, conducts negotiations, concludes contracts with buyers, etc.Regular activity can lead to the formation of a permanent establishment and the need to pay taxes in Russia. |
Purpose of creation | Sales of goods/services without registration of a legal entity in Russia. | Sales of goods/services without registration of a legal entity in Russia. | Customer search, marketing support, customs clearance, etc. Can’t do certification and licensing. | Customer search, marketing support, customs clearance, etc. Can’t do certification and licensing. | Full range of business operations, including customs clearance, certification and licensing. | Representative functions, customer search, contract signing, negotiation, marketing support. |
Management | Not applicable | Not applicable | Head of Representative Office, acts on the basis of power of attorney. Significant control by the parent company. | Head of Branch, acts on the basis of power of attorney. Significant control by the parent company. | General Director acts on the basis of the charter, without a power of attorney. Has more independence in making decisions on company management. The rights of the director may be limited in the company’s charter. | — |
Financing of activities | Not applicable | Not applicable | Bank transfers from Head Office. Simplified procedure of currency control at the bank. | Bank transfers from Head Office. Simplified procedure of currency control at the bank. | – Contributions of participants to the authorized capital – Contributions to property; – Loans from participants – Special-purpose financing | Payment for the services of a dependent agent by bank transfer. |
Timeframe for state registration | Not applicable | Not applicable | 18 business days | 18 business days | 3 business days | Not applicable |
State registration fee | Not applicable | Not applicable | 145,000 rubles | 145,000 rubles | 4 000 rubles | Not applicable |
Limited Liability Company
Characteristics
Indicator | Comments |
Founder | An LLC can be established by individuals or legal entities (including foreign citizens and legal entities). If an LLC is created by one legal entity, then this legal entity must have at least 2 participants. When creating an LLC by an individual, this person may be the sole founder. |
Number of participants | From 1 to 50 |
Charter capital | At least 10,000 rubles. Must be paid within 4 months after company registration. |
Shares of participants | Charter capital is expressed as equity interest (%). |
Firm name | In Russian (not all words can be used as part of a company’s name). |
Registration of LLC | The LLC can be registered without the presence of the founders in Russia (by power of attorney) |
Types of activity | Any kind that is not prohibited by Russian law. Some types of activities are subject to mandatory licensing. |
Stamp (seal) | Company may have a stamp (seal) |
Net assets | The LLC should keep the net assets positive (otherwise there is a risk the company can be liquidated by tax office) |
Address | LLC should have a legal (official) address. |
Liability | The LLC is liable for its obligations with all its property. If it is insufficient, the participants of the LLC may be personally liable. |
Operations with shares | The participant may voluntarily withdraw from the LLC (the share is transferred to the LLC) or sell its share (unless prohibited by the charter). Transactions involving LLC shares involving foreign companies from countries that have imposed sanctions against Russia may require special government approval. |
Intellectual property (trademarks, patents) | Trademark ownership is subject to mandatory state registration with Rospatent. Registration can take from 6 to 18.5 months. An exclusive trademark right is valid for 10 years and can be extended indefinitely. |
Register of participants | The list of shareholders is available in the Unified State Registry of Legal Entities (https://egrul.nalog.ru) |
Registration of an LLC
To register a company, one must prepare a standard set of documents, have it notarized, and submit it to the tax office. Notarization may be carried out in Russia or another country. Company registration can be done remotely, without the presence of the founder in Russia (on the basis of a power of attorney issued to Awara).
Documents for creating an LLC
№ | Document name | Document language | Notary | Apostille | Notarized translation | Document form |
a) | Extract from the Founder’s Trade Register | in the language of the country of registration | Issued by a government agency or notary | + | + | Original |
b) | Decision to create LLC | RUS/ENG/CN | + | + | + | Original |
c) | Power of attorney for Awara | RUS/ENG/CN | + | + | + | Original |
d) | Registration application | RUS (may require translation) | + | + | + | Original |
e) | LLC Charter | RUS/ENG | — | — | — | — |
The documents in paragraphs a-d must be notarized and apostilled in accordance with the Hague Convention of 1961.
The timeframe for registration of a company with the tax authorities is up to 5 business days. However, it is necessary to take into account the time for preparing and sending documents, which in practice may take 3-4 weeks.
Termination of the LLC’s activity
The main options for termination of the LLC’s activities are liquidation and bankruptcy. The official closure of a company in Russia is a lengthy and complicated process for which the company must prepare in advance (to settle accounts with employees upon dismissal, pay off obligations to suppliers, reconcile accounts and pay taxes).
Liquidation | Bankruptcy | |
Basis | – A voluntary decision by all participants – The decision of a court or tax authority (for example, in case of non-reporting, absence of transactions in the bank for 1 year, or unreliability of information) entails negative consequences. | – Failure to fulfill obligations to a creditor or a government agency. |
Timeframe | 6-12 months, possible extension for 6 months by court order. | Lengthy procedure, more than 1 year. |
Special features | Successful only if there is no debt owed to creditors. | It is a complex, time-consuming and costly procedure that requires the involvement of a third party (arbitration administrator). |
General Director
The General Director is the sole executive body and is elected by the general meeting of participants/the sole participant indefinitely or for a certain period of time. The functions of the General Director may be performed by a management company on the basis of an agreement.
A foreign citizen without temporary or permanent residence in Russia cannot act as general director at the stage of the company’s establishment. You will need to temporarily either appoint a Russian citizen to this position or transfer the authority to a management company. Awara will help you find the right candidate or offer the services of its management company.
The director is liable for the company’s activities in accordance with labor, tax, customs and criminal laws.
To reduce risks, the powers of the General Director can be limited by the LLC’s charter (for example, by the amount of a transaction) or provide for the right of a second signature when disposing of funds in the bank.
Opening bank account
A company can open an account with one or more banks. Accounts can be in Russian rubles and foreign currencies (USD, EUR, CNY, and other currencies, depending on the bank). All banks have an online banking system, most of which have an interface in English.
The account opening procedure takes an average of 1-2 weeks.
Options for opening a bank account (depends on the rules of the particular bank):
- Personally by the director in the bank branch. An employee of the bank draws up all the questionnaires on the spot and signs them with the director.
- Representative by power of attorney. The documents for opening an account are agreed with the bank in advance. After that, the originals are provided to the bank by a representative by power or attorney.
- Remote account opening. Some banks may open accounts based on scans of company registration documents and signed documents according to the bank’s form. But there are very few banks that provide such an option.
Main documents for opening an account:
- The Charter of LLC
- Decision on appointment to the position of General Director
- The sheet of the entry of the Unified State Register of Legal
Entities on state registration when creating the LLC:
- Certificate of tax registration
- Applications and questionnaires according to the bank’s form
- A document confirming the legal address
- Information about the beneficial owners
Who can sign bank payments?
Bank payments can be signed by either one or several signatories. If there are several signatories, they can sign payments independently of each other or only after agreeing with another signatory.
Banks may set the following restrictions (depending on the bank):
- Only an employee of the LLC can be a signatory.
- The General Director must be among the signatories.
- Only the chief accountant of the LLC can be the person authorized to coordinate payments.
The signatory may also be a foreign citizen located outside of Russia. However, in order to use online banking and sign payment orders, the subscriber must have a SIM card from a Russian operator operating in the signatory’s territory.
Top 5 Banks
There are more than 300 banks operating in Russia, most of which are represented by private commercial banks. The activities of all banks are controlled by the Central Bank of the Russian Federation. Currently, a number of banks are subject to international sanctions, which makes it difficult to open accounts and make international payments.
TOP-5 banks per category:
Russian public banks | Russian private banks | International Bank (branch) |
Sberbank | Alfa Bank | Raiffeisen Bank |
VTB | MKB | OTP |
Gazprombank | T-Bank (Tinkoff) | UniCredit |
Rosselkhozbank | Sovcombank | Bank of China |
PSB | Bank Rossiya | ICBC |
Currency Control
Russian currency control rules have different requirements for Russian currency residents and non-residents.
- Settlements between Russian currency residents can be made only in Russian rubles. Prices in contracts may be indicated in any currency, but they must be converted into rubles when making payments.
- Prices and payment currency in contacts between Russian currency residents and non-residents may be indicated in any currency. Contracts are subject to mandatory currency control by the banks. For import operations exceeding 3 million RUB and export operations exceeding 10 million RUB, the related contract must be registered with the bank under a special procedure.
To be registered with the bank’s currency control, contracts between Russian currency residents and non-residents should include specific elements to comply with local law. In many cases, the contract wording should be agreed with the bank beforehand.
Please note, the failure to comply with currency control requirements may result in significant fines for the company (up to 100% of the transaction amount).