Establishment and Accreditation of a Branch or Representative Office of a Foreign Company in Russia

Legal support for the establishment and accreditation of a branch or representative office of a foreign company in Russia

The attraction and effective use of foreign material and financial resources allows the development of various types of activities in the Russian economy. State guarantees of the rights of foreign investors, as well as the procedure for creating a commercial organization with foreign investments, the creation, opening of a branch, representative office of a foreign legal entity are regulated by Federal Law No. 160-FZ of July 9, 1999 “On Foreign Investments in the Russian Federation”.

A branch of a legal entity differs from a representative office in that its creation is carried out not only to perform representative, but also to conduct business activities. Representative offices represent the interests of the company and protect them, and a branch can perform all the functions of a foreign legal entity or only part of them, at the same time, it can also perform functions and representative offices.

A branch of a foreign legal entity or its representative office is created, opened, terminates its activities on the territory of the Russian Federation on the basis of resolution of a foreign legal entity. The adoption of such a decision is carried out by an authorized person of a foreign company, depending on its internal regulations.

“Ex-ante” state control over the establishment of branches of foreign legal entities, the opening of their representative offices is carried out through their accreditation by the Interdistrict Inspectorate of the Federal Tax Service of Russia No. 47 for Moscow. Confirmation of the fact of accreditation of a branch, representative office of a foreign legal entity is an entry on making a corresponding entry in the State Register of branches and representative offices of foreign legal entities, issued by the Interdistrict Inspectorate of the Federal Tax Service of Russia No. 47 for Moscow.

Within 12 (twelve) months after the decision to establish, open a branch, representative office, a foreign legal entity is obliged to submit an application for accreditation to the interdistrict inspectorate of the Federal Tax Service, which includes:

1. information certified by the Chamber of Commerce and Industry of the Russian Federation on the number of foreign citizens who are employees of this branch, representative office;
2. documents for accreditation of a branch, representative office of a foreign legal entity.

The procedure for accreditation is determined by the order of the Federal Tax Service of Russia dated July 27, 2021 No. ED-7-14 / 691@, according to which the following documents are submitted simultaneously with the application for accreditation:

1. articles of association of a foreign legal entity;
2. an extract from the register of foreign legal entities of the country of registration to confirm the legal status of a foreign legal entity;
3. confirmation of registration as a taxpayer in a foreign state indicating the taxpayer’s code, or a document from the said authority confirming the absence of such a code;
4. resolution of the authorized body of a foreign legal entity on the establishment of a branch, representative office on the territory of the Russian Federation;
5. regulations on a foreign branch, representative office;
6. a power of attorney to empower the head of a foreign branch, representative office in the Russian Federation with the necessary powers, the validity of which has not expired as of the date of submission;
7. a document confirming the payment of the state fee, which is determined in accordance with the legislation on taxes and fees;
8. inventory of submitted documents (two copies).

Accreditation of a foreign branch, representative office is carried out within no more than 15 working days from the date of submission of documents. At the same time, an accredited foreign branch or representative office is issued an information sheet on making an entry in the state register of accredited branches, representative offices of foreign legal entities.

Refusal to accredit a branch, representative office of a foreign legal entity is carried out if at least one of the following grounds exists:

1. failure to eliminate, within the period specified in the decision to suspend, the violations that served as the basis for the decision to suspend;
2. documents for accreditation were submitted in violation of the deadline;
3. it was found that the submitted documents contain false information;
4. the purposes of establishing, opening a branch, representative office contradict the Constitution of the Russian Federation, international treaties of the Russian Federation, the legislation of the Russian Federation or pose a threat to the sovereignty, political independence, territorial integrity and national interests of the Russian Federation;
5. in connection with a gross violation of the Constitution of the Russian Federation, international treaties of the Russian Federation, the legislation of the Russian Federation, the accreditation of a branch, representative office of a foreign legal entity, whose accreditation information was entered in the register, was terminated;
6. if the head of a branch or representative office is a natural person, in respect of which there is a decision that has entered into force in a case on an administrative offense;
7. if a foreign legal entity has arrears in taxes, dues, insurance premiums, arrears in penalties, fines, interest, in the aggregate exceeding 3 thousand rubles.

The procedure for accreditation of a branch and representative office of a foreign legal entity is clearly reflected in the regulatory documents, but in practice it can be quite difficult to prepare and send all the necessary documents to the authorized body, and therefore, it is worth noting that the help of a qualified lawyer will reduce the possible risks of being denied accreditation and reduce the time frame for passing the accreditation procedure itself, taking into account the correct execution of all necessary documents by experienced specialists.

Legal services

1. Legal advice on the establishment and accreditation of a branch and representative office of a foreign company
2. Legal support of the procedure for establishing and accrediting a branch and representative office of a foreign company
3. Preparation and submission of documents required for the establishment and accreditation of a branch and representative office of a foreign company
4. Assistance in conducting business of a foreign company in Russia
5. Representation of a foreign company in interaction with supervisory authorities