Process

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;

further information.

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.

Required documents and information

For the registration of a company many documents from different government authorities are required. Some of them are locally issued in Russia; other documents have to be collected by the founders from Germany or else.

For the foundation, you need the following documents to submit:

Required information:

  • Full and abbreviated trade name of the OOO;
  • Address of the “OOO” with telephone and fax numbers;
  • Types of activities of the company;
  • • Full name of the person signing the application of the registration at the notary, passport details (scanned copy of the passport and, if there are any, of the visa), address and telephone number;

Required documents:

  • PoA from each founding shareholder for m | legal for undertaking all actions related to the establishment of the “OOO”, with a notarial certified signature of the authorized person(s), of the principal and added with an apostille pursuant the Hague Convention. We will prepare a draft of the authorization for you;;
  • a certified copy of the extract from Trade Register with an apostille (two copies). By the time of their submission the extract should not be older than 3 months. Therefore, we ask you to send us new extract;
  • a certified and copy of the shareholders’ contract of each shareholder added with an apostille (two copies);
  • Guarantee letter from landlord regarding a new legal address.

The necessary translations of the documents listed above, are to be made in Russia. The apostille has to be prepared in you country, at the particular authority. Your documents are notarial certified added with an apostille, we ask you to send us scanned copies via E-mail in advance and the originals by courier service (DHL)

If there should be two or more shareholder´s , so we need from each shareholder above mentioned documents.

Interim management

Interim Manager and Management Company is a nominal person or entity, who is not in charge to act concerning matters that relate to the company’s business activities. The Interim Manager is employed as a coworker in the company.

We offer the service of an Interim Manager an.

The activity of an Interim Manager will take over either a German lawyer or a lawyer. This means that you have a specialist in the legal field and a managing director in one person and have only one contact for a very broad field of tasks.

Costs

Costs incurred in establishing an OOO is very manageable. Apart from the services of a lawyer, inter alia, Translation, notary expenses and government fees.

  • Notary and Translation costs approximately EUR 1.000;
  • Registratin fee approximately EUR 70;
  • Shareholders´ capital is approximately EUR 140;
  • Opening of bank accounts approximately EUR 200.

Contact

Our offer for You

We are pleased to provide you with an offer for the establishment of a OOO in Russia.

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

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