Opening and Registration of a Company with a Foreign Shareholder in Russia
Legal support for the opening and registration of companies with a foreign shareholder
To conduct entrepreneurial activities, it is necessary to go through the registration procedure, regardless of the composition of the founders of the company. Often, the opening of a company is accompanied by a choice of organizational and legal form of activity, the definition of the main activities, the definition of the taxation system, the founders of the company and the registration of the company. However, it is not always only representatives from Russia who become founders of a business; there are situations when a foreign participant becomes a founder or co-founder of a company. The participation of foreign citizens in the field of entrepreneurship in the form of opening companies allows you to receive additional foreign investment, which positively affects the development of the country's economy.
Registration of legal entities is carried out in accordance with the Federal Law of 08.08.2001 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”, as well as in accordance with regulatory documents, depending on the chosen organizational and legal form of activity.
To register companies with a foreign participant, it is necessary to collect a package of documents in accordance with the norms established by law, however, additional information will be required for foreign citizens. Mandatory documents for organizing a company by foreign citizens are the legality of being on the territory of the Russian Federation (residence permit) and a work permit (patent). Registration for organizations with a foreign participant takes place in the same way as for Russian entrepreneurs, however, with some peculiarities, depending on the person, legal or natural, who becomes the founder of the company. So, to register a limited liability company, you must provide the following documents:
- articles of association;
- application for registration;
- resolution of the sole participant or agreement on establishment;
- a letter of guarantee from the owner of the premises, the address of which will be indicated as a legal one;
- confirmation of payment of the state fee;
- confirmation of the registration of the foreign company, which is the founder, for tax registration in the country of origin;
- extract from the commercial register of the country of origin for the founder of a foreign company;
- passports for individuals, and it is necessary to issue its notarized translation.
All documents submitted for registration in a foreign language must be translated into Russian, certified by a notary accredited in Russia, and, if necessary, apostilled. The latter requirement applies to countries that have adopted the 1961 Hague Convention.
Registration of a company with a foreign participant is complicated only by the presence of additional conditions when submitting documents, however, the general structure is the same as for companies whose participants are Russian entrepreneurs.
At the same time, it is important to note that not every economic activity is allowed on the territory of the Russian Federation to foreign citizens, for example, the law prohibits foreign citizens from engaging in the following activities:
- extraction and development of minerals;
- sphere of radioactive waste;
- lease of land plots in port and border areas;
- publishing and telecommunications business (on a large scale).
At the same time, a special taxation system is provided for organizations with a foreign participant:
- increased rate on dividends;
- impossibility to apply simplified tax system if the share of a foreign organization in a Russian company is more than 25%;
- permission to use the USN, if the founders are foreign individuals.
In addition to the established tax restrictions, there are other conditions for companies with a foreign participant:
- unavailability of benefits for small businesses in the case when the share of a foreign company in the authorized capital exceeds 49%;
- inability to conduct activities in the field of insurance, if the share in the LLC of a foreign citizen is 50%.
To avoid some of the restrictions, foreign citizens can register a business in partnership with Russian entrepreneurs. However, it is important to note that the legislation of the Russian Federation may impose additional restrictions on opening a business by foreign persons, especially taking into account the political and economic situation in the world. An example of restrictions imposed on foreigners from unfriendly countries is Decree of the President of the Russian Federation No. 618 dated September 8, 2022 “On a special procedure for the implementation (execution) of certain types of transactions (operations) between certain persons”.
The procedure for starting a business in the Russian Federation includes a wide range of activities from choosing the legal form of a legal entity to obtaining permits for a specific type of activity, if the activity is subject, for example, to licensing. However, along with this, it is important to take into account not only the general requirements for registering companies, but also the restrictions imposed on foreign citizens. To do this, before submitting documents for registration of a legal entity, it is necessary to check the existence of such restrictions. As a rule, to solve all the problems related to the registration of a legal entity with a foreign participant, experienced lawyers are involved, who in practice apply the restrictions imposed by the legislator and suggest the necessary list of measures in order to avoid the adverse consequences associated with the organization and registration of companies with a foreign participant.
- Legal support for the opening and registration of companies with a foreign shareholder, as well as legal advice on these issues
- Registration of the necessary documentation for opening companies with a foreign participant
- Carrying out the necessary registration actions for opening companies with a foreign participant