Accreditation of a branch of a foreign company, registration of import of equipment, contracts with Russian counterparties

Client

A large foreign company with its own production of automotive tooling in several countries around the world.

Objectives

Company registration services in Russia:

  • Analyzing a scheme of cooperation with Russia's largest auto component manufacturing plant, a car manufacturing plant;
  • Consultations on import of equipment and product certification, logistics and financing of a branch in the Russian Federation;
  • Registration of a branch of a foreign company in the Russian Federation.

Work stages

  • The preferred scheme of importing equipment into the Russian Federation for further use at local production facilities in the Russian Federation was analyzed;
  • A model of cooperation with Russian manufacturers was built;
  • A contractual scheme and draft agreements for doing business in the Russian Federation were prepared;
  • Accredited a branch of a foreign company in the Russian Federation.

Opening a foreign company: preparation of documents, opening an LLC, obtaining licenses, joining SRO, migration issues

Client

European company - a leader in the provision of services for chemical cleaning of equipment at industrial facilities.

Objectives

Setting up a company in Russia:

  • Advising on the optimal business model in the Russian Federation and company financing;
  • Migration support for foreign specialists;
  • Obtaining authorization documentation for the company's operations in the Russian Federation.

Work stages

  • Document preparation;
  • Opening of LLC with foreign investments;
  • Obtaining necessary licenses;
  • Entry into SRO;
  • Visa and migration support for foreign specialists.

Advice on choosing a legal form of organization and registration of a branch of a foreign company

Client

European business aviation aircraft repair and maintenance company.

Objectives

Company registration services:

  • Advise the client on creating the most optimal legal form of organization for the company's operations in the Russian Federation
  • Register the company's branch in the Russian Federation

Work stages

  • Comparative analysis of possible legal entities, taking into account the client's needs and plans for doing business in the Russian Federation, recommendations and action plan for the registration of the company's branch, including licensing issues
  • Preparation of documents and opening a branch of a foreign company in Russia

Expansion into New Markets. Experience of Thailand, Kazakhstan, and Persian Gulf Countries - Event by AHK Russland

Inna Fedina and Karina Shamsutdinova participated in the event organized by the Russian-German Chamber of Commerce in St. Petersburg, titled "Expansion into New Markets. Experience of Thailand, Kazakhstan, and Persian Gulf Countries."Read more


Choosing name for business russia en konsu outsourcing consultin

Choosing a name for business in Russia

Main requirements

Each commercial company has a corporate name that will distinguish it from other legal entities. The law contains certain requirements for a company name.
The company name shall contain an indication of its legal form (for example, "limited liability company") and the actual name of the company, which at the same time cannot consist only of words denoting the type of activity.
A company is allowed to have one abbreviated name, as well as full and abbreviated names in any foreign language or the language of the peoples of Russia. At the same time, the possibility of having an abbreviated company name both in any language of the peoples of Russia and in a foreign language is not conditional upon the simultaneous presence of an abbreviated company name in Russian.
The name of the company may include a foreign word in Russian transcription, with the exception of terms and abbreviations that reflect the legal form of the company.
Such names shall be indicated in the articles of association of the company and are subject to entry into the Unified State Register of Legal Entities as information about the legal entity.

What cannot be included in a company name

It is possible to use the word "Russian" in the name, as well as derivatives and abbreviations from it, for example, "rus-".
It is forbidden to include in the name the official name of the Russian Federation or Russia, as well as words derived from this name, for example, it is impossible to use the name "RF" and "Russia", including the word "Russian" (and derivatives from it) both in the Russian language, and in foreign languages in Russian transcription. It is not the set of letters itself that is prohibited, but giving it the meaning of "Russia", etc. – it is not prohibited to name the company "Rosa", since in this case the meaning doesn't imply "Russia".

The inclusion of such words in the corporate name of the company is allowed by permission issued in the manner approved by Decree No. 52 of the Government of the Russian Federation dated February 03, 2010. May 20, 2021 Example – Decree of the Government  which allows the use of "Russia" in the name of one of the NPOs. To obtain a permit, the following criteria shall be met:

  • The company has branches and (or) representative offices on the territory of more than half of the constituent entities of the Russian Federation;
  • The company is a major taxpayer;
  • More than 25% of the voting shares of a JSC or more than 25% of the authorized capital of an LLC are owned by the Russian Federation or an organization established by the Russian Federation on the basis of a special law, the name of which includes the name "Russia" or "Russian Federation".

Companies that do not meet these criteria may not obtain the permit and use the words "Russia" and "Russian Federation" in the name.

Procedure for obtaining the permit

The following documents shall be submitted to the territorial department of the Ministry of Justice:

  • Statement of intent to include the words “Russian Federation” or “Russia” and their derivatives in the company name;
  • Copies of constituent documents;
  • Decision of the member(s) to apply to the Ministry of Justice;
  • Evidence of eligibility, such as a copy of the company's tax registration notice as a major taxpayer.

The Ministry of Justice shall, within 30 days from the date of receipt of the documents, issue an order to include the words "Russian Federation" or "Russia" and their derivatives in the corporate name of the company or provide a reasonable refuse.

If in the future the company no longer meets the described requirements, the Ministry of Justice shall issue an order to revoke the permit. At the same time, the company shall exclude the words "Russian Federation" or "Russia" and their derivatives from its corporate name within three months.

May the variant "Раша" (the Russian transcription of the English word "Russia") be used in the name without official permission?

According to Decree No. 10 of the Plenum of the Supreme Court of the Russian Federation dated April 23, 2019, words derived from the official name "Russian Federation" or "Russia" should also include, among other things, the word “Russian” (and derivatives from it) both in Russian and in foreign languages in Russian transcription. Thus, the word "Раша" also may not be used as a Russian transcription of the word "Russia".

What if we already use "Раша" in the name?

Since the Decree of the Plenum of the Supreme Court of the Russian Federation is not an amendment to the law, but only comments on how this law should be used, this rule applies to already existing companies with this name. Registration authorities have the right to go to court with a request to rename the company. Today, there is no judicial practice on the requirement to exclude the word "Раша" from the company name, but there is a practice on the requirement to exclude the words "Russia", "Ros", etc. from the name.

At the moment, there are more than five hundred operating companies with the word "Раша" in the name. Considering that the registration authorities may oblige to rename the company at any time, such companies can protect themselves by making a change in advance, excluding the prohibited words. If you do this in advance, then you can carefully prepare all the documents in a calm mode, sign the decision and agree on the new articles of association with the members, notify the counterparties of the change. If, however, the company is renamed according to the instructions of state bodies, then due to urgency, errors and problems in the accounting department may occur (for example, if it prepares reports, and suddenly you have to additionally resolve the issue of renaming).

Other restrictions

What else should not be present in the company name:

  1. full or abbreviated official names of foreign states, as well as words derived from them.
  2. full or abbreviated names of interstate unions, such as "Commonwealth of Independent States", "CIS", "Eurasian Economic Union", "EAEU", "EurAsEC".
  3. full or abbreviated official names of federal state authorities, state authorities of the constituent entities of Russia and local governments.
  4. full or abbreviated names of public associations, such as "association", "union", "assembly".

The tax authority expresses its position that two legal forms in the name may mislead participants in civil circulation about the type of company's activities. In this case, it doesn't matter whether the second form is enclosed in quotation marks or not.

  1. designations that are contrary to the public interest, as well as the principles of humanity and morality.

Procedure for changing the company name

To do this, it is required to proceed as follows:

  1. Hold a general meeting of members or execute the decision of the sole member of the company to rename the company and make appropriate changes to the articles of association;
  2. Prepare amendments to the articles of association or create restated articles of association;
  3. Notarize and submit an application as per form p13001 to the registration authorities;
  4. Upon receipt of a record sheet with a new name, make a new company seal (if any);
  5. Change the sample signatures and seal card in banks;
  6. Notify all counterparties of the name change.

This is an indicative list of actions that is mandatory for all organizations. In each case, other actions may be necessary, so we recommend contacting specialists.


Clarifications of the Federal Tax Service on the reflection of information on a sole shareholder in the Unified State Register of Legal Entities

The Federal Tax Service of Russia has clarified that starting from April 26, 2021 in respect of a joint-stock company established by one person or a joint-stock company which, both before and after that date, began to consist of one person, information on the sole shareholder must be entered in the Unified State Register of Legal Entities.Read more


Choosing a business structure in Russia

What options do we have to set up a legal entity in Russia?

Foreign companies may choose among the following 4 options:

  1. Joint-stock company
  2. Limited liability company
  3. Representative office
  4. Branch office

Read more


New okved codes july 11 2016 en konsu outsourcing consulting ru

New OKVED codes as of July 11, 2016

From July 11, 2016 onwards new OKVED (All-Russian classifier of types of economic activity) codes assigned as per the Russian Classification of Economic Activities will be used for state registration of legal entities and individual entrepreneurs. OKVED codes have been changed by Order No. ММВ-7-14/333@ issued by the Federal Tax Service of Russia on May 25, 2016. This order entered into force on June 28, 2016.
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