1. LLC Registration
LLC is a limited liability company company incorporated by one or several persons. The authorized capital of an LLC is divided into shares whose size is specified in constituent documents. LLC members are not responsible for the company’s liabilities and bear a downside risk associated with the company’s operation that is limited to the total amount of shares contributed by them.
LLC minimum authorized capital is 10000 RUR, the maximum number of LLC incorporators is 50. An LLC can be incorporated both by an individual and a legal entity, including a foreign legal entity.
LLC registration proceeds in the following way:
- Preparing the legal entity’s constituent documents (Articles of Association, Foundation Agreement);
- Preparing a resolution concerning the incorporation of the legal entity;
- Opening a temporary (accumulation) account to deposit the authorized capital (in case the authorized capital is paid in cash). At least 50% of the total authorized capital is to be paid in at the moment of registration. The remaining 50% is to be paid within the following 12 months. Should property be used to pay in the authorized capital, it is necessary to perform property assessment. If the property used to pay in the authorized capital is estimated at below 20000 RUR, property assessment is to be carried out by the incorporator. In case property is used to pool authorized capital exceeding 20000 RUR, the property assessment is to be performed by an independent assessor;
- Preparing an application for state registration of the legal entity;
- Notarizing the applicant's signature on the application;
- Paying a state duty levied for legal entity registration;
- Submitting documents to the registering authority;
- Obtaining a Legal Entity State Registration Certificate;
- Obtaining copies of the legal entity's constituent documents (Articles of Association, Foundation Agreement);
- Obtaining a letter of information regarding the assignment of the Russian State Statistics Committee codes (when needed);
- manufacturing the seal of the legal entity, having the seal registered at Moscow State Unitary Enterprise "Moscow Register" (when needed);
2. OJSC and CJSC Registration
À Joint Stock Company Company is a for-profit organization whose authorized capital is divided into a certain number of shares attesting the liability rights of the company members (shareholders). Shareholders are not responsible for the company’s liabilities and bear a downside risk associated with its operation that is limited to the total amount of shares owned by them.
Both Open (OJSC) and Closed Joint Stock Companies (CJSC) can be incorporated in the Russian Federation. In an open joint stock company, its incorporators can dispose of their own shares without the consent of other shareholders. A joint stock company of this kind is entitled to distribute its shares through public offering and free sales under the conditions stipulated by the law and other legal instruments. An open joint stock company must make public its annual report, balance sheet and profit-and-loss statement on an annual basis. Minimum authorized capital amounts to 100 MMW (minimum monthly wages) for CJSCs and to 1000 MMW for OJSCs. If property, intangible assets etc. are used to pay authorized capital, same restrictions apply as in the case of LLC.
OJSC/CJSC registration procedure differs from LLC registration only in its final stage. The final stage of joint stock company registration is aimed at registering the issuance of shares which are then distributed among the shareholders or incorporators of the company.
State registration of shares: : State registration of issues (additional issues) of equity securities is carried out by the Federal Commission for the Securities Market.
Security issue proceeds as follows:
- Making a resolution regarding equity securities placement;
- Approving the resolution regarding equity securities issue (additional issue);
- Carrying out state registration of equity securities issue (additional issue);
- Placing equity securities;
- Performing state registration of the report on the results of equity securities issue (additional issue).
3. Documents required for registration of LLC, OJSC and CJSC.
If incorporated by an individual:
- passport copy (page with photograph, registration)
- Zip-code
- Taxpayer ID number (TIN)
If incorporated by a legal entity:
- State registration certificate (copy);
- Articles of Association (copy);
- copies of all amendments made to the constituent documents (if any);
- tax registration certificate (copy);
- statistics codes (copy);
- full name of Director General (personal data, TIN, zip-code);
- extract from the Unified State Register of Legal Entities (copy) ;
- Foundation Agreement (copy).
Information required for company registration.
Name of the company in Russian and in a foreign language.
- Shareholding structure of incorporators.
- Zip-codes of registered addresses of incorporators, Director General, chief accountant.
- Amount and method of payment of authorized capital (money, property).
- Whether a simplified tax system is going to be used.
- Core businesses in accordance with the OKVED classifier (All-Russian Classifier of Economic Activities).
- Company location (mailing address).
- Copy of Director General's (Director's) passport.
- Copy of Chief Accountant's passport.
