Register your business
Business in Russia may be conducted in various forms, involving setting up a legal entity or not. Principal forms of commercial organisations legal entities are
An Open
- The company may issue and offer shares to the public.
- A shareholder may sell his shares without the consent of the other shareholders.
- The company is managed by a board of directors.
- The board appoints the «board of management» that deals with the everyday management and operation of the Company.
- The liability of the members is limited to the amount of capital invested.
- The accounts and reports will be prepared in Russian.
- The annual statements will be audited in roubles by an auditor.
A Closed
- This class of company is similar to the open stock company with a number of differences.
- The company may not issue shares to the public.
- The company may not issue shares to the public.
- The consent of other shareholders is necessary for a shareholder to sell any of his shares in the company.
The open form is the only one for companies established during privatisation and for holding companies. Legislation does not restrict foreign entities’ participation in
Limited liability societies (with the suffix OOO)
- No more than one person is required to found the company.
- The company appoints two bodies of management, a «board of directors» and a «board of management».
- The liability of the owners of the company is limited to the amount of capital invested.
- The maximum number of shareholders is 50.
- The company’s financial statements must be filed in Russian (roubles).
Limited liability societies (OOO) are simpler to organise and manage than
Minimum amount of statutory capital
- Limited liability society and closed
joint-stock society: 100 times the minimum monthly pay - Open
joint-stock society: 1,000 times the minimum monthly pay
Contributions to statutory capital may be made in Roubles or in foreign currency. If contribution to statutory capital is made in the form of property to the amount exceeding 200 times the minimum monthly pay, it should be appraised by an independent appraiser (auditor). Foreign investor’s contribution to statutory capital made by fixed assets imported to Russia’s territory is exempt from import duties and VAT.
Other forms of commercial organisations
The Civil Code of the RF stipulates establishing commercial organisations in other forms: superadded liability societies, partnerships (full and in commandam), production cooperatives, state and municipal unitary enterprises. Such organisations are legal entities and are subject to taxation as companies. These forms may be effective only for specific types of business. Russian legislation also provides for conducting business in
Conducting activity on behalf of foreign organisations
Foreign companies may conduct activity in Russia without establishing daughter Russian companies via branches and representations. Branches and representations of foreign entities are not viewed as resident legal entities. Ideally, representations may carry out only auxiliary and introductory functions, but practically they conduct commercial activity as well, and in this case they are taxed in the same order as resident companies(with due account to double taxation treaties).
For visa support,
Branches of foreign legal entities are not a popular form of conducting business in Russia, as a number of taxation and accounting points relating to branches have not yet been made clear. Generally, for taxation purposes branches are equated with Russian legal entities.
Natural persons conducting business
Russian and foreign citizens may conduct entrepreneurial activity without forming legal entities. In order to do so they must be included into the Unified State Register of individual entrepreneurs kept by tax bodies. Special taxation rules are applied to such natural persons
There are over 30 forms of
