Before the start of commercial activity, businessmen must decide on the choice of the organizational and legal form of the enterprise. It will depend on the goals, planned activities, the area and size of the business, as well as the financial capabilities of the founders.
As in most countries, in the Russian Federation there are several organizational and legal forms of legal entities that are fixed by law.
There are: Partnerships (General partnerships and Faith-based Partnerships), Limited liability companies (LLC), Additional liability companies (ODO), Joint-stock companies (JSC, CJSC), Production cooperatives, Unitary enterprises, Sole Proprietors (Individual entrepreneur). The most popular forms are a Limited Liability Company (LLC) and an Individual Entrepreneur (Sole Proprietor).
Legally, the registration procedure is regulated by Federal Law No. 129-FZ "On State Registration of Legal Entities". It establishes the procedure for registering organizations and entrepreneurs, the application form, the list of necessary documents and the requirements for their registration.
Federal Law No. 14-FZ on the state registration of legal entities establishes the requirements for LLC reflected in the constituent documents, the procedures for changing them, as well as the rights and obligations of the company's participants. The activities of organizations and entrepreneurs are also regulated by the Civil and Tax Code, the law on accounting and other regulatory legal acts.
Foreign citizens do not need to have a work permit and a residence permit to open an LLC. Moreover, they, as business owners, do not need to live in Russia. The founders can be both Russian and foreign citizens, they must be of legal age (over 18 years old) and capable. Legal entities (Russian and foreign companies) can also be founders of an LLC, and joint combinations can be different.
The application for registration of an LLC is signed in the presence of a notary in Russia or at a Consular institution of the Russian Federation abroad, therefore the personal presence of the founders is necessary. The presence of the CEO will be required only when opening bank accounts (when signing documents and bank cards).
There are certain categories of persons who cannot become founders of the organization. For example, military, civil servants, natural persons with a valid judicial restriction on entrepreneurial activity, and others.
A foreign company can acquire a share in the capital of an existing legal entity. To do this, it needs to conclude a contract of sale and notarize it. Such transactions provide for such a procedure:
1. A foreign company must hold meetings of founders/shareholders, where the appropriate decision will be made.
2. Prepare the following documents: certificate of registration, extract from the local register of legal entities, charter, letter of recommendation from the bank, decision of shareholders/founders. All documents must be translated into Russian, notarized and apostilled.
3. With a package of documents, contact a notary to conclude a contract for the purchase and sale of a share.
4. Within 2 days, the notary sends an application to the tax service in the form No. P14001, where changes in the company structure are indicated.
Our specialists will assist you in choosing the necessary form in accordance with your needs and business goals and register your business as soon as possible. We will assist in the selection of a legal address, manufacture of the company's seal, perform representative functions before all authorities, open bank accounts in local and foreign banks. Also, after the registration of the company, our specialists will accompany your business, conducting accounting and preparing financial statements.
Registration of an LLC in Russia takes about 3 working days from the date of delivery of translated and competently executed documents to the state bodies of the Russian Federation. It is possible to purchase ready-made companies.
Russian legislation does not prohibit foreigners from holding senior positions in local legal entities. You can appoint both a Russian citizen and a foreign citizen as General Director. But a foreign citizen must comply with a number of requirements established by the labor and civil codes:
• ensure legal stay in the Russian Federation: visa, residence permit;
• the company must have a permit to attract foreign specialists;
• a foreigner is required to obtain a work permit;
• conclude an employment contract.
The above requirements do not apply to citizens of Belarus, Armenia, Kazakhstan, Kyrgyzstan.
The fine for the absence of a work permit for a foreign citizen will be from $ 630 (for individuals) and up to $19,000 with or without administrative expulsion (for legal entities).
STAGES OF REGISTRATION
1. Submit the name of the organization (full and abbreviated)
There are several restrictions in choosing a name. Cannot be included in the name:
2. Provide the legal address of the organization
It is indicated in the register of legal entities and official documents of the organization. It is through it that communication with regulatory authorities is carried out — all extracts, notifications, letters from the tax service, etc. come there.
Organizations can use for the address:
3. Determine the type of activity according to the OKVED handbook.
4. Determine the authorized capital of the company and its shares
The minimum amount of the authorized capital with which the company can start work is 10 thousand rubles. You can deposit money in cash or to a bank account. You need to do this 4 months after the end of registration.
5. Choose a tax system
6. Submit documents for registration
7. Choose a bank in Russia and types of accounts
The general system of taxation (OSNO)
A standard tax system with extensive reporting and a high tax burden.
Below is a comparative table on the registration of LLC and Sole Proprietor: