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Set up OOO (LTD) in Russia

Updated on Tuesday 26th October 2021

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Entrepreneurs from abroad can benefit from the generous business environment in Russia and set up all kinds of activities, in complete agreement with the Commercial Code and the Companies Act in this country. The limited liability company is the most popular business form in Russia, also known as OOO, and can be easily registered by foreign investors, with complete support offered by our team of company formation specialists in Russia.
 

What is an OOO in Russia?

 
A limited liability company in Russia is actually defined as an OOO. It is the type of Russian company which is best suited for businesses with foreign capital. Foreign investors can choose to set up a limited liability company in Russia regardless of their activity. They must, however, be aware of the fact that some fields may require a license before starting to practice commercial activity.
 

The minimum share capital for a Russian OOO in 2021

 
In order to establish a limited liability company in Russia or an OOO in 2021, a minimum share capital of RUB 10,000 has to be provided, out of which 50% should be deposited in a temporary bank account prior to the company’s registration in Russia. After the procedure of company registration in Russia is completed, the sum can be transferred into a permanent bank account. The capital of an OOO is divided into units which can be sold to anyone.
 
More details about how to open an OOO in Russia in 2021 and about how to deposit the minimum share capital can be solicited from our specialists. We will gladly help foreign investors start a business in Russia in 2021.
 

How many shareholders are necessary for a Russian OOO?

 
At least one shareholder has to decide upon setting up a limited liability company in Russia. It is not allowed for a Russian OOO to have more than 50 founders, regardless of their residency or nationality. If the members of the company decide through the unanimous vote, company shareholders can have rights that exceed their own contribution.
 
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The management structure of a Russian OOO

 
A Russian OOO must have a management structure formed of a board of directors and an executive body. The minimum management structure consists of one director. General meetings must be organized at least one time every year. The executive body of the limited liability company must follow all instructions specified in the charter document of the company.
 

How can an OOO in Russia be verified?

 
The board of directors of a limited liability company in Russia or a Russian OOO is also responsible for verifying and evaluating the company’s activity. In fact, the board of directors also represents the supervisory board. All issues that are not discussed in the general meeting fall under the responsibility of the supervisory board.
 

Conditions for opening an OOO in Russia in 2021

 
We remind that our team of company incorporation representatives in Russia is at your disposal with the necessary support at the time of company registration. If you would like to set up an OOO in Russia in 2021, you should bear in mind the following requirements and steps:
 
  • • the company’s documents need to be notarized and then submitted to the Trade Register;
  • • the minimum share capital needs to be deposited in a bank account in Russia;
  • • the company needs to register for the State Pension Fund, medical insurance, and social insurance;
  • • a corporate bank account needs to be opened for the company’s future business financial operations.
Support and gudance for registering an OOO in Russia in 2021 can be solicited from our team of company formation agents in Russia. Assistance is offered to international entrepreneurs interested in a small business in Russia in 2021.
 
We can also provide you with accounting services in Russia.
 

Shelf companies in Russia

 
There are cases in which foreign investors do not want to start a business from scratch and do not want to wait for the entire formalities in this matter. The solution is to purchase a ready-made company in Russia and to implement the activities as fast as possible in an efficient manner. Such a company is already registered with the authorities and it is kept on a shelf until it ages. The transfer of the ownership of a ready-made company is relatively fast because there is no need to wait for a registration in this sense. We remind that a shelf company is often the choice of entrepreneurs looking to commence the activities rapidly without having to wait for the incorporation. Extra details in this sense can be obtained from our team of consultants at any time.
 

Can I establish a subsidiary in Russia?

 
Yes, companies from abroad can easily establish subsidiaries in Russia and even more, they can benefit from a series of incentives, mostly relating to financial exemptions.  RUB 10,000 is the minimum share capital for setting up a subsidiary in Russia. It is good to know that a board of directors and the committee are in charge of the activities of a subsidiary in Russia. Besides the Articles of Association which are the company’s main documents, the declaration of intention to open a subsidiary in Russia is necessary at the time of registration and it is issued by the parent company interested in placing the activities in this country. Just like all business structures in Russia, a subsidiary benefits from the provisions of the double taxation agreements signed with countries worldwide to avoid the taxation twice on the incomes. An OOO is a proper structure for establishing a subsidiary in Russia.
 

Branches in Russia

 
Branches in Russia can run under the rules of limited liability companies for which a decision of opening such a structure is necessary and provided by the foreign company. The certificate of good standing, the internal rules of the branch, the certificate of registration, and the general power of attorney for the branch’s appointed representative are among the documents that are mandatory for establishing a branch in Russia. Because it is registered in Russia, the branch will have to respect the requirements related to the tax structure meaning that it has to be registered with the financial authorities before starting the operations. There are fewer formalities for opening a branch in Russia, but complete assistance can be provided by our team.
 

Are there other requirements for a Russian OOO?

 
Company registration in Russia is compulsory before registering for VAT. A limited liability company in Russia must apply for registration with the tax authorities, the State Committee for Statistics and three non-budgetary funds. These funds are the pension fund, the obligatory medical security fund, and the social security fund. VAT reports from a Russian OOO are mandatory every month. Tax reports must be submitted every three months.
 

Frequently Asked Questions

 
Our company formation specialists in Russia often receive questions about registering companies in this country. That's why we have prepared a set of questions and answers to help you get an idea of a limited liability company, the most used business entity in Russia.
 
1. What is the minimum share company for a limited liability company in Russia?
RUB 10,000 is the minimum share capital to set up an LLC in Russia. The amount that must be deposited in a local bank account. The formalities in this regard can be managed by our team of specialists.
 
2. How many shareholders are needed to open OOO in Russia?
A small business in Russia can be established by at least one shareholder. Therefore, OOO is a suitable structure for investors at the beginning of the road. We are here to guide you throughout the process of setting up a company in Russia.
 
3. How can I verify the name of my future company in Russia?
To make sure your company name is not similar to another company already on the market, you need to do a check in this regard. The Unified State Register of Legal Entities in Russia is the institution that allows such verification. This service can be offered by our specialists.
 
4. What does the OKVED activity code mean for a company in Russia?
OKVED activity code shows the type of operations that your company can have in Russia. The categories can be accessed free of charge online.
 
5. What are the documents required for a limited liability company in Russia?
The Articles of Association, meeting of founders, agreement on the establishment are some of the documents with the help of which small business can be established in Russia and more precisely LLC. These can be written by our local agents, so do not hesitate to get in touch with us.
 
6. Is registration for tax payment required for LLC in Russia?
Yes, the company must be registered with the relevant institutions in order to prove that they are taxpayers. VAT, for example, is one of the most important taxes in the Russian Federation, and our specialists can guide you on the necessary formalities.
 
7. How long does it take to register a limited liability company in Russia?
The registration time for a small business in Russia is about 6 weeks, but the process can take less if all the formalities are in order. Our team of company training agents in Russia can guide you in this process from the very beginning.
 
8. Do I need a local director to register a limited liability company in Russia?
There are no restrictions on directors of a company in Russia. This means that you can appoint any manager, regardless of nationality.
 
9. What other obligations are there for registering a small business in Russia?
Registration to social security, pension funds, and other social contributions is required for a small business in Russia. Support in this matter is offered by our team of local agents in Russia.
 
10. Is there a need for general meetings of business owners in Russia?
Yes, according to the Company Law in Russia, the shareholders of a company must meet at least once a year.
 

Investing in Russia

 
The Russian Federation is one of the strongest economies in the world and the country that attracts a large number of investments every year. The extractive and manufacturing industries are the strongest in Russia and absorb most of the foreign investments, according to statistics.
 
In addition to the experienced and multilingual workforce, infrastructure, openness to the world's major financial markets, Russia offers generous financial incentives for those who invest in less-favored areas of the country. Here are other interesting statistics about the Russian economy:
 
  1. Over USD 446 billion represented the total FDI for Russia in 2020.
  2. According to the Doing Business 2020 report, Russia ranked 28th out of 190 world economies in terms of business conditions and climate.
  3. About 24% of all FDI in Russia has been absorbed by the mining and quarrying industry.
  4. The manufacturing sector in Russia is quite prolific. About 21% of total foreign investment was directed to this important sector.
  5. Cyprus was the largest foreign investor in Russia in 2020, followed by Bermuda, the Netherlands, and the UK.
  6. Russia has special economic zones where there is an attractive tax system. For example, VAT and customs duties are not imposed.
 
Intrested in starting a small business in Russia? We invite you to contact our company formation agents in Russia if you want to know all the details about a limited liability company in Russia.
 
 

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As a BridgeWest client, you will benefit from the joint expertize of local lawyers and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Russia.

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