A limited liability company – in Russia Obshestvo s Ogranitchennoy Otvetstvennostiy (“OOO”) is a legal entity by Russian law. The right of the OOO is regulated both in the Civil Code (“CC”) and in the Liability Company Law. An OOO can conduct any kind of business activities which are not prohibited. Some activities are only allowed if the appropriate licenses have been issued. The company is founded at the moment of its registration in the State Register of Legal Entities kept by the tax authority. The Company is however only able to operate, after the opening of operating bank accounts.
The company has the right to have 50 shareholder´s. If this amount is exceeded, the OOO must be converted into a stock corporation.
Each company in Russia has to have a legal address. The address has to be presented actually by the establishment. The legal address serves the authorities as the contact address to the company, primarily for the tax office. The application for company registration is in principle rejected without the presence of a legal address. Both the tax authorities and the banks are manage it very strictly. In order to be able to provide a legal address, a confirmation of the landlord is required in the form of a guarantee letter and a certified copy of the property proof of the property.
The minimum share capital on an OOO is in accordance with Art. 14 No. 1 OOO Law – RUB 10.000 (ca. 140 EUR). You have to draw the share capital within four months after the registration of the OOO.
Managment structure is:
- The shareholders’ meeting and
- the general director as a single executive organ or Management Company.
If several shareholders are envisaged, a shareholder agreement must be concluded. This regulates the most important points for the establishment, management and cooperation of the shareholders and other points.
The Articles of Incorporation are the “constitution” of the company and the only founding document, which can be designed to a large extent by the shareholders themselves. The following points shall be laid down in the Articles of Incorporation:
- Name of the company – full and short version;
- Place of register;
- Management, representation and voting procedures on respective resolutions;
- Rights and obligations of the shareholders;
- Share transfer arrangements;
- Information on the storage of company documents and the right of access of the shareholders;
- Period of office of the General Director;
The company is founded at the moment of its registration in the State Register of Legal Entities kept by the tax authority. For this purpose, the registration form must be completed by the shareholders, notarized and filed with the appropriate tax authority. The registration of the OOO is then carried out within two weeks.
After the entry into the state trade register you can open the bank accounts. Only when the bank account is opened the OOO is fully operational.