Establishment

In the Russian legislation two forms of a corporation exist. The public limited company (“PAO“) and not a public limited company (“AO“).

Closed Joint Stock Company is distinguished by the fact that the shares are only shared among the shareholders or in advance certain shareholders (max. 50) are distributed and therefore also paid dividends. Moreover, there is no obligation to publish the balance sheets. The partners and shareholders have a right of first refusal to the shares offered by other shareholders and shareholders.

By public Joint Stock Company is the number of shareholders unlimited and there is the obligation to publish the balance sheet.

The establishment process of JSC differs only in a few details of the creation process of OOO in Russia. The main difference is the registration of the share issue by the Central Bank of the Russian Federation.

Within the next 30 days after the application to issue shares, the Central Bank of the Russian Federation announces its decision. It can perform the following decisions:

  • Interruption of the share issue of obvious error, correct them is required;
  • Authorization to issue shares, and you receive:
    – Notification of state registration of the share issue;
    – Decision on the share issue with the registration notice and registration number in duplicate;
    – Report on the share issue with the registration inscriptions in duplicate.
  • Decision rejecting the request for the share issue due to errors or late submission of the required documents.

Required documents & Infos

In addition to the documents that are necessary for the registration of an OOO, the following is required:

  • Shareholders’ agreement. This Agreement should be signed by all shareholder;
  • Articles of Assosiation in three versions. This shall include the rules of provisions on the share issue and share distribution.

For the registration of the shares issue by the Central Bank of Russian Federation the following is required:

  • Resolution of the share issue and copy;
  • Confirmation of the decision by Board of Directors and copy. If these organs are not available, this must be identified in the AoA;
  • Copy of all registration papers with all amendments and supplements;
  • Confirmation of the payment of share capital (min. EUR 150);
  • Receipt of payment of state fee for the share issue;;
  • Report on the issue of the shares by the CEO;
  • List of submitted documents ;
  • Application.

In addition the following may be submitted:

  • BBalance over the last financial year, if there are any.

Costs

The costs by the registration comprise the state, notary and lawyer fees.

  • Notary and translation fees are approximately at EUR 1.000;
  • State fees for the establishment EUR 100;
  • It may entail additional costs regarding preparation of documents for the share issue.
Contact

Our offer for You

With pleasure we will send you an offer for establishment of the Joint Stock Company in Russia.

Your contact is a German lawyer Juri Semiletopulo (German, English, Russian). Just contact us directly by email or phone.

Munich: +49 89 215 51 061
Moscow: +7 495 151 21 15
Email: info@mlegal.de