As it was mentioned in our previous video foreign citizens and foreign legal entities can register Limited Liability Companies in Russia. And today I want to tell you about TOP-5 peculiarities of such registration.
1. First of all, I would like to note that foreign investors cannot be engaged in certain types of business activities.
For example, the Law "Concerning Mass Media" prohibits foreigners from being founders of mass media organizations; this prohibition applies to both foreign organizations and individuals.
And the Law "Concerning Private Investigation and Security Business" prohibits foreigners from acting as founders of Private Security Companies.
There are also other activities that are subject to restrictions, thus each case should be checked and considered individually. And only a competent lawyer can help you with the verification.
2. The second peculiarity is that for the registration of an LLC, in addition to the standard package of documents, foreigners have to provide additional documents.
In case a founder is a foreign citizen, he or she shall have a passport of a citizen of a foreign country with a notarized translation.
In case a founder is a foreign legal entity, the following list of documents is required:
• Certificate of Incorporation;
• Charter or Memorandum and Articles of a legal entity;
• Resolution on the appointment of the head of the legal entity;
• Resolution of the shareholders on the registration of the company and the appointment of the person responsible for submitting the documents for registration.
The last document is the Extract from the Register of Legal Entities of the country or any other document of that kind.
It is important that this document must be dated no later than one month prior to the date of documents submission to the Federal Tax Service of Russia.
All of the above documents shall be apostilled and have notarized translation into Russian.
And one more thing - a notarized translation of the passport of the head of a foreign company is always required, but this document does not require an apostille.
Herewith, a complete list of documents depends on the company’s country of registration. So, you would better contact a competent lawyer to define it for your particular company.
3. Third. It is important to strictly follow all the requirements of the law when preparing the documents and to be especially careful while fill an Application for the state registration of your future company. Because the slightest mistake, a missed comma, or an incorrectly written abbreviation will lead to a denial of registration.
When the Application is ready and the entire package of documents is collected, you should contact a notary for their further processing.
The founder personally shall be present at the notary office, and in case the founder is a legal entity, then the head of the founder company shall be present. In case you don't speak Russian or don't know the terminology of Russian business language, a certified translator must be present with you.
4. Speaking of the special aspects of registration of a Limited Liability Company, it is necessary to remember about the tax regulations for companies with a foreign participant. And this is the fourth peculiarity.
In general, taxation of such companies is similar to those companies in which the owner is a Russian citizen.
The standard income tax rate for Russian organizations is 20%, and VAT rate is also 20%.
There is also a simplified taxation system where a company can pay either 6% of its turnover or 15% of its profit, and not pay VAT.
However, if a foreign participant is a legal entity, then a Russian LLC will not be able to apply the simplified taxation scheme in case its share in the authorized capital is more than 25%. Remember this.
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