Registration of LLC by a foreign citizen in Russia.

According to Russian legislation, limited liability companies can be established in the territory of the Russian Federation not only by Russian companies and citizens, but also by foreign legal entities and individuals. In this case, an LLC can be established by a foreign citizen independently or jointly with citizens of the Russian Federation.

The procedure for registering an LLC for foreign citizens is almost completely the same as for citizens of Russia. The only difference is that the foreigner must have a notarized translation of his passport into Russian.

Opening an LLC by a foreign citizen in Russia: procedure

The issues of establishing an LLC are regulated by the provisions of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”. Foreign citizens planning to open an LLC in Russia do not need to have a visa, work permit, residence permit, or other permitting documents. In addition, foreign company owners do not have to live in Russia.

Before starting to prepare documents for registering an LLC, a foreign citizen must:

A. Choose a company name. The law establishes certain requirements for the company name. In particular, the name cannot include:

  • foreign-language borrowings in Russian transcription of terms and abbreviations reflecting the organizational and legal form of a legal entity;
  • full or abbreviated official names of foreign states, as well as words derived from such names;
  • full or abbreviated official names of government bodies and local government bodies;
  • full or abbreviated names of international and intergovernmental organizations, public associations;
  • designations that are contrary to public interests, as well as the principles of humanity and morality.

B. Decide on the address (location) of the company being created – this can be done either by independently concluding a lease agreement for non-residential premises, or by contacting a specialized company that provides legal addresses for postal communication with the company.

  • It is important to note that the address indicated for registering the company must be listed in the state address system (down to the premises), otherwise the registration authority will refuse to open the company.

C. Select a candidate for the position of the head of the LLC being created. The head of the company, unlike the founder, is an employee – the norms of Russian labor law apply to him.

  • It is important to take into account that a foreign citizen can be appointed to the position of the head of an LLC in the same way as to any other position, regardless of whether he is the founder of this LLC. If a foreigner wants to become the CEO of an LLC on his own, he must have a work permit or a patent.

At the same time, according to the legislation of the Russian Federation, for some categories of foreigners there is no need to obtain a patent or work permit in the Russian Federation when employed by a Russian company, in particular:

  • for foreigners who have a residence permit in Russia or a temporary residence permit in the territory of the Russian Federation.
  • for foreigners who are citizens of the EAEU countries (Republic of Belarus, Kyrgyzstan, Armenia, Kazakhstan).

Select the applicable taxation system. In Russia, there are two taxation regimes for companies – a general regime and a special one. A company using the general taxation regime is obliged to:

  • Submit reports quarterly;
  • Pay taxes – on value added (VAT) and on profit.

Special tax regimes are designed to make life as easy as possible for small businesses.

And the simplified taxation system (STS) is the most common of the special regimes, since it replaces the income tax, the property tax of organizations, and the value added tax (VAT).

To apply the STS, the LLC being created must meet the following criteria:

  • The share of other organizations (including foreign ones) – no more than 25%;
  • The income level should not exceed 200 million rubles (3.371 million euros) per year;
  • The average number of employees is no more than 130 people;
  • The residual value of fixed assets is no more than 150 million rubles (2.53 million euros).

Does not engage in the types of activities listed in paragraph 3 of Article 346.12 of the Tax Code of the Russian Federation.

The next step in creating an LLC is to prepare the necessary documents, including an application for company registration in form No. P11001.

This form must contain information about the name of the company being created, its address, passport data of the founder, manager, as well as the proposed types of activities.

Thus, the basic package of documents for opening an LLC by a foreigner is as follows:

  • a copy of the foreign citizen’s passport with a translation into Russian, certified by a notary;
  • a completed application form No. P11001;
  • the charter of the LLC;
  • a decision to establish a company;
  • a letter of guarantee with the company’s address;
  • a receipt for payment of the state fee;
  • notification of the transition to a simplified taxation system (if necessary).

You can submit documents for registration of an LLC in the following ways:

  • in person at the registration authority,
  • by mail,
  • using an electronic digital signature on the tax authority website
  • through representatives authorized by a notarized power of attorney from the founder (for example, when he is abroad)
  • through a notary

Foreign citizens from unfriendly countries, when applying to a notary to open an LLC, must also provide permission from the government commission of the Ministry of Finance to register an LLC.

The company registration period will be 3 working days after submitting documents to the authorized registration authority.

Registration of LLC by a non-resident of the Russian Federation without personal presence in Russia.

LLC in Russia can be established by a foreigner remotely, without his/her direct presence. To register a company, a foreign citizen must sign an application in the form No. P11001, as well as a power of attorney for representatives in Russia to submit documents.

These documents must be signed in the presence of an employee of the Russian consulate. In case of certification of documents by a foreign notary, an apostille must also be affixed.

Also, a foreign citizen will need to sign a decision on the establishment of the company – it is not necessary to certify it with a notary or at the consulate.

It should be noted that documents prepared in the territory of a foreign state and drawn up in the language of the relevant foreign state must be accompanied by a translation into Russian, certified by a Russian notary.

This article describes the procedure for opening an LLC in Russia for foreign citizens. But the procedure for opening an LLC for citizens from unfriendly countries has a more complex structure and this is not specified in this article.

COMPANY “GEOBURO” helps its clients in opening an LLC, since to open an LLC you definitely need a legal address and a CEO, until you receive a work permit. Our company and partners of the company “GeoBuro” can provide you with a legal address for 6 or 11 months, as well as a full or nominal director for the period until you receive a work permit and become the CEO of the LLC yourself. All the above conditions apply only to citizens of friendly countries, the procedure for citizens of unfriendly countries differs from the above procedure for opening an LLC. You can see the list of unfriendly countries HERE

The article was prepared by lawyers of the company “GEOBURO” 24.07.2024

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