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:
- full or abbreviated official names of foreign states, as well as words derived from them.
- full or abbreviated names of interstate unions, such as "Commonwealth of Independent States", "CIS", "Eurasian Economic Union", "EAEU", "EurAsEC".
- full or abbreviated official names of federal state authorities, state authorities of the constituent entities of Russia and local governments.
- 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.
- 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:
- 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;
- Prepare amendments to the articles of association or create restated articles of association;
- Notarize and submit an application as per form p13001 to the registration authorities;
- Upon receipt of a record sheet with a new name, make a new company seal (if any);
- Change the sample signatures and seal card in banks;
- 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.
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