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.

What is the minimum share capital for a Russian OOO?

In order to establish a limited liability company in Russia or an OOO, 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.

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.

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

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, 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.

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.

We invite you to contact our company formation agents in Russia if you want to open a limited liability company in Russia.

Request Price

Request Call Back

Free Case Evaluation

Meet us in Moscow

Call us now at +7(495)504-12-15 to set up an appointment with our lawyers in Moscow, Russia.

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.

+7(495)504-12-15

clients(at)lawyersrussia.com

Articles

Set up OOO (LTD) in Russia