Russia - Guide on the registration of a Limited Liability Company
September 22, 2012 By Levine Bridge Law Firm
One of the most common legal forms of legal entities in Russia is a limited liability company. This is due to the fact that the procedure for registration of a limited liability company is rather simple, it requires no introduction in the share capital of significant financial resources and has the maximum a list with permitted by law activities.
In accordance with the Russian legislation, a limited liability company recognized a business entity established by one or more other persons which charter capital is divided into shares, and the members of society is not liable for its obligations and bear the risk of losses associated with the activities of entity by value of their shares in the charter capital.
Participants of a limited liability company may be citizens and legal persons. Number of participants of a limited liability company is from 1 to 50. A Limited liability company cannot have in the capacity of the only participant another business company consisting of one person.
A company is established as a legal entity from the point of its registration in accordance with the federal law on state registration of legal entities. In order to describe the basic stages of establishing a limited liability company, the specialists of LEVINE Bridge have prepared this guide.
1. Establishment of a Limited Liability Company
1.1.1. The decision on the establishment of an LLC is taken at the General Meeting of the founders of a company
The company’s founders conclude in a written agreement the establishment of an LLC and determines the rules for commencement of joint activities of a company, the amount of authorized capital, the size and the nominal value of shares for each of the company’s founders, as well as the size and rules governing payment for such shares within the company's authorized capital.
1.1.2. In the event the establishment of a company is the decision of a single person (sole proprietorship) the decision is made by that person alone.
The agreement establishing a company must determine the amount of its Charter Capital, the procedures and terms of payment, as well as the size and the nominal value of the shares of its founders.
1.2. Opening a bank account
- To establish the Charter Capital it is necessary to open a bank account.
- The size of the company’s Charter Capital shall be not less than 10,000 rubles.
- Participants of an LLC must pay 50% of the Charter Capital at the moment of establishment.
- The remaining unpaid portion of the Charter Capital shall be paid by the participants during the first year of the company’s activity.
- To open an account in a bank a company must submit the following documents:
• A decision on the establishment of the company as a legal entity in the form of the minutes of the founding meeting or its founding agreement
• Minutes of the general meeting of members
• Charter
• Documents proving the identity of the applicant
The documents to be filed are the originals or notarized copies of the founding documents.
1.3. Payment of Government fees
- The state fee for registration in the amount of 4000 rubles must be paid to the Russian Federal Tax Service.
- The fee can be paid in banks or in payment terminals of the Russian Federal Tax Service.
- Also there is an additional charge for the implementation of a transaction depending on the bank. The charge can be 0.5 - 5% of the amount of the payment.
2. Filing of documents for state registration
State registration is carried out at the location specified by the founders in a statement on state registration of a permanent executive body. In the absence of a permanent executive body, state registration is carried out at the location of another body or entity authorized to act on behalf of the legal entity without power of attorney.
The documents to be submitted for state registration
2.1.1. Submit an application for state registration that has been certified and notarized with the signature of an authorized person (Applicant)
2.1.2. The decision on the founding of the legal entity in the form of the minutes of the general meeting or its agreement
2.1.3. The founding documents of a legal entity (the Charter)
• When submitting documents, either directly or by post, one must provide two copies, one of them with a mark of registering authority is returned to the applicant.
• In the event of submitting documents in electronic format using E-networks, including a single portal for government and municipal services, it is required to send one copy.2.1.4.
A document confirming the payment of the state duty
For the purposes of state registration applicants can be:
• Head of the permanent and existing executive body of the registered legal entity or
other person entitled to act without power of attorney on behalf of the legal entity;
• Founder or founders of the legal entity at the time it was created;
• Head of the legal entity, the founders of registered legal entity;
• Another person acting under the authority provided by federal law, or law
specifically authorized by a state agency or local government act
Documents can be sent in one of the following ways:
• they can be submitted directly
A receipt will be issued on the day the documents are received by the registering authority
• by post with a declared value and listed inventory of its contents
A receipt will be sent within one working day following the day of receipt of the documents sent to the postal address of the applicant with a receipt.
• documents can be sent electronically using E-networks, including the Internet, and including a single portal for government and municipal services
A receipt is sent as an electronic document to the email address specified by the applicant within one working day following the date the documents were received.
The date of submission of documents for the purposes of state registration is a day of their receipt by the registering authority.
3. State registration of a company
On the basis of a decision taken by the registering authority, the moment the appropriate entry is made into the state register as a legal entity is the moment that determines state registration.
Dates of state registration
The tax authority shall carry out registration of an account within five days upon receiving a communication from this organization.
The Registering Authority no later than one working day after state registration will issue (send) to the applicant a certificate attesting to the applicant's entry into the corresponding state register.
In the event of receiving documents in an electronic form, the registering authority send a document confirming the applicant's entry into the state register in an electronic format to the email address specified by the applicant. The Registration Authority may issue document in hard copy format upon request of the applicant.
4. Notification of state funds for registration of the organization
The FTS operates a one-stop service, which includes the Federal Taxation Service, the Pension Fund, the program of Compulsory Health Insurance, the Social Insurance Fund, and the Federal Service of State Statistics. The applicant may also submit independently information on state registration to all the necessary funds.
The Registration Authority within a period not exceeding five working days from the date of state registration presents in electronic format information contained in the state register of legal entities in federal budgetary funds.
5. Preparation of a seal
An LLC must have a round seal that contains the full name of an LLC in Russian and its location (for example, city).
This seal may also contain the company's name in any other languages used in the Russian Federation and/or in any foreign language.
This seal must contain the individual state registration number and the taxpayer number.
6. Final measures for the registration of a Limited Liability Company
6.1. Opening a permanent bank account
Documents required for opening a bank account:
• Statement signed by the Director and the chief accountant
• Certificate of state registration
• Charter of the legal entity
• Minutes, the agreement on the establishment of the legal entity and the appointment of the Director
• Bank card with signatures and seals
• Certificate of registration as a taxpayer
• Document confirming the right to open and manage your account
• Certificate of Incorporation from the State Register of Legal Entities
• Letter of Announcement regarding registration in the Federal State Statistics Service
• Proof of address of the legal entity
Documents that are needed to be notarized depend on conditions of a bank. Some banks do not require notarized documents, because these banks verify documents by themselves. You need to have originals and their copies that are verified by a bank. The cost of this service depends on bank tariffs.
6.2. Notification to the Federal Tax Service of a bank account number
A legal entity shall notify the Federal Tax Service within seven days from the date of opening a bank account in person or by post.
Also, notice of the issue of bank account of the legal entity should be directed to the Pension fund and the Social insurance fund.
6.3. Quotas on employment positions
All companies and individual entrepreneurs who carry out activities in Moscow and have the average number of employees in the amount of 100 persons are assigned a quota in 4 % from the average number of employees:
2 % - for employment of people with disabilities,
2 % - for employment of young people
AUTHOR: LEVINE Bridge
Copyright Levine Bridge Law Firm
More information about Levine Bridge Law Firm
Disclaimer: While every effort has been made to ensure the accuracy of this publication, it is not intended to provide legal advice as individual situations will differ and should be discussed with an expert and/or lawyer. For specific technical or legal advice on the information provided and related topics, please contact the author.
Participants of a limited liability company may be citizens and legal persons. Number of participants of a limited liability company is from 1 to 50. A Limited liability company cannot have in the capacity of the only participant another business company consisting of one person.
A company is established as a legal entity from the point of its registration in accordance with the federal law on state registration of legal entities. In order to describe the basic stages of establishing a limited liability company, the specialists of LEVINE Bridge have prepared this guide.
1. Establishment of a Limited Liability Company
1.1.1. The decision on the establishment of an LLC is taken at the General Meeting of the founders of a company
The company’s founders conclude in a written agreement the establishment of an LLC and determines the rules for commencement of joint activities of a company, the amount of authorized capital, the size and the nominal value of shares for each of the company’s founders, as well as the size and rules governing payment for such shares within the company's authorized capital.
1.1.2. In the event the establishment of a company is the decision of a single person (sole proprietorship) the decision is made by that person alone.
The agreement establishing a company must determine the amount of its Charter Capital, the procedures and terms of payment, as well as the size and the nominal value of the shares of its founders.
1.2. Opening a bank account
- To establish the Charter Capital it is necessary to open a bank account.
- The size of the company’s Charter Capital shall be not less than 10,000 rubles.
- Participants of an LLC must pay 50% of the Charter Capital at the moment of establishment.
- The remaining unpaid portion of the Charter Capital shall be paid by the participants during the first year of the company’s activity.
- To open an account in a bank a company must submit the following documents:
• A decision on the establishment of the company as a legal entity in the form of the minutes of the founding meeting or its founding agreement
• Minutes of the general meeting of members
• Charter
• Documents proving the identity of the applicant
The documents to be filed are the originals or notarized copies of the founding documents.
1.3. Payment of Government fees
- The state fee for registration in the amount of 4000 rubles must be paid to the Russian Federal Tax Service.
- The fee can be paid in banks or in payment terminals of the Russian Federal Tax Service.
- Also there is an additional charge for the implementation of a transaction depending on the bank. The charge can be 0.5 - 5% of the amount of the payment.
2. Filing of documents for state registration
State registration is carried out at the location specified by the founders in a statement on state registration of a permanent executive body. In the absence of a permanent executive body, state registration is carried out at the location of another body or entity authorized to act on behalf of the legal entity without power of attorney.
The documents to be submitted for state registration
2.1.1. Submit an application for state registration that has been certified and notarized with the signature of an authorized person (Applicant)
2.1.2. The decision on the founding of the legal entity in the form of the minutes of the general meeting or its agreement
2.1.3. The founding documents of a legal entity (the Charter)
• When submitting documents, either directly or by post, one must provide two copies, one of them with a mark of registering authority is returned to the applicant.
• In the event of submitting documents in electronic format using E-networks, including a single portal for government and municipal services, it is required to send one copy.2.1.4.
A document confirming the payment of the state duty
For the purposes of state registration applicants can be:
• Head of the permanent and existing executive body of the registered legal entity or
other person entitled to act without power of attorney on behalf of the legal entity;
• Founder or founders of the legal entity at the time it was created;
• Head of the legal entity, the founders of registered legal entity;
• Another person acting under the authority provided by federal law, or law
specifically authorized by a state agency or local government act
Documents can be sent in one of the following ways:
• they can be submitted directly
A receipt will be issued on the day the documents are received by the registering authority
• by post with a declared value and listed inventory of its contents
A receipt will be sent within one working day following the day of receipt of the documents sent to the postal address of the applicant with a receipt.
• documents can be sent electronically using E-networks, including the Internet, and including a single portal for government and municipal services
A receipt is sent as an electronic document to the email address specified by the applicant within one working day following the date the documents were received.
The date of submission of documents for the purposes of state registration is a day of their receipt by the registering authority.
3. State registration of a company
On the basis of a decision taken by the registering authority, the moment the appropriate entry is made into the state register as a legal entity is the moment that determines state registration.
Dates of state registration
The tax authority shall carry out registration of an account within five days upon receiving a communication from this organization.
The Registering Authority no later than one working day after state registration will issue (send) to the applicant a certificate attesting to the applicant's entry into the corresponding state register.
In the event of receiving documents in an electronic form, the registering authority send a document confirming the applicant's entry into the state register in an electronic format to the email address specified by the applicant. The Registration Authority may issue document in hard copy format upon request of the applicant.
4. Notification of state funds for registration of the organization
The FTS operates a one-stop service, which includes the Federal Taxation Service, the Pension Fund, the program of Compulsory Health Insurance, the Social Insurance Fund, and the Federal Service of State Statistics. The applicant may also submit independently information on state registration to all the necessary funds.
The Registration Authority within a period not exceeding five working days from the date of state registration presents in electronic format information contained in the state register of legal entities in federal budgetary funds.
5. Preparation of a seal
An LLC must have a round seal that contains the full name of an LLC in Russian and its location (for example, city).
This seal may also contain the company's name in any other languages used in the Russian Federation and/or in any foreign language.
This seal must contain the individual state registration number and the taxpayer number.
6. Final measures for the registration of a Limited Liability Company
6.1. Opening a permanent bank account
Documents required for opening a bank account:
• Statement signed by the Director and the chief accountant
• Certificate of state registration
• Charter of the legal entity
• Minutes, the agreement on the establishment of the legal entity and the appointment of the Director
• Bank card with signatures and seals
• Certificate of registration as a taxpayer
• Document confirming the right to open and manage your account
• Certificate of Incorporation from the State Register of Legal Entities
• Letter of Announcement regarding registration in the Federal State Statistics Service
• Proof of address of the legal entity
Documents that are needed to be notarized depend on conditions of a bank. Some banks do not require notarized documents, because these banks verify documents by themselves. You need to have originals and their copies that are verified by a bank. The cost of this service depends on bank tariffs.
6.2. Notification to the Federal Tax Service of a bank account number
A legal entity shall notify the Federal Tax Service within seven days from the date of opening a bank account in person or by post.
Also, notice of the issue of bank account of the legal entity should be directed to the Pension fund and the Social insurance fund.
6.3. Quotas on employment positions
All companies and individual entrepreneurs who carry out activities in Moscow and have the average number of employees in the amount of 100 persons are assigned a quota in 4 % from the average number of employees:
2 % - for employment of people with disabilities,
2 % - for employment of young people
AUTHOR: LEVINE Bridge
Copyright Levine Bridge Law Firm
More information about Levine Bridge Law Firm
View all articles published by Levine Bridge Law Firm
Disclaimer: While every effort has been made to ensure the accuracy of this publication, it is not intended to provide legal advice as individual situations will differ and should be discussed with an expert and/or lawyer. For specific technical or legal advice on the information provided and related topics, please contact the author.
