Choosing the structure
Review of the business model, comparison of LLC, branch and representative office, OKVED check.
LATIN AMERICA / 02
Your own Russian LLC: choosing the structure and registering it
This service is for companies from Brazil, Mexico, Chile, Argentina and elsewhere in the region that have decided to operate in Russia through their own legal entity, or are still weighing an LLC against a branch or representative office. We first compare the options against your sales and hiring model, then prepare the foreign founder's documents and register the LLC. The registration decision rests with the tax authority; our job is to remove the usual grounds for refusal (uncertified translation, missing apostille, inconsistent spelling of names) before filing.
- Practice
- Latin America
- Format
- Moscow and remotely: the founder signs before a notary at home, and we file with the FNS under a power of attorney
What is happening
A Colombian coffee distributor wants to sell to Russian retail chains and hire two managers in Moscow. It sees a representative office as the simplest route, although for trading and hiring its own LLC is usually more practical.
A Chilean company has already signed the decision to establish an LLC before a notary, but the company name in it differs from the commercial register extract. It needs to decide whether to re-sign the decision before the apostille or whether the discrepancy can be resolved another way.
A Mexican founder is setting up an LLC with a Russian partner to service energy equipment. Before registration, it must be checked whether the business falls within the strategic activities where foreign control requires prior approval.
What the law says
- An LLC with a foreign shareholder is registered under Federal Law No. 129-FZ of 8 August 2001 on State Registration of Legal Entities and Individual Entrepreneurs within five working days of filing (Article 8).
- Article 12 of Law No. 129-FZ sets out the filing package: application form R11001, the decision to establish the company, the charter (unless a model charter is used), proof of payment of the state duty and, for a foreign founder, an extract from the register of legal entities of its home country or other equivalent evidence of its legal status.
- Foreign-language documents must be filed with a Russian translation certified by a notary or a consular office, and documents issued by foreign authorities must bear an apostille or be legalised unless an international treaty provides otherwise (Annex 13 to FNS Order No. ED-7-14/617@ of 31 August 2020).
- The state duty for registering a legal entity is RUB 4,000 (Article 333.33 of the Tax Code) and is not payable when the documents are filed electronically (Article 333.35 of the Tax Code).
- An LLC with foreign participation is a currency-law resident, whereas a branch or representative office of a foreign company is a non-resident (Article 1 of Federal Law No. 173-FZ of 10 December 2003 on Currency Regulation and Currency Control). This is one of the key factors in choosing the structure.
- Where the company's business is a strategic activity, acquisition of control by a foreign investor requires prior approval under Federal Law No. 57-FZ of 29 April 2008 on Foreign Investment in Companies of Strategic Importance for National Defence and State Security.
What we do
- We test an LLC, a branch and a representative office against your model: who sells, who hires, who imports and who receives the revenue. You get our conclusion in writing.
- We select the OKVED (Russian business activity) codes and check them against Law No. 57-FZ and the list of licensed activities.
- We draft bilingual versions of the decision to establish the LLC and appoint the director, the charter and the filing power of attorney, so that they are signed before a notary in the founder's country in the right form.
- We review the founder's commercial register extract: who issued it, what it says about status and signing authority, and whether a fresh one is needed.
- We keep a single spelling list for the company name and personal names and check the translation, form R11001 and the charter against it.
- We review the documents for the registered address: a lease or a letter of guarantee from the owner.
- We file with the Federal Tax Service (FNS) electronically, with no state duty, track the statutory deadline and collect the registration documents.
- We provide work in Spanish, with an interpreter where needed; documents in Portuguese are translated with the help of a translator.
What we will need from you
- An extract from the founder's commercial register and the founder's constitutional documents.
- Details of the future director: passport, nationality, and whether they will work in Russia on a permanent basis.
- A description of the LLC's business: goods or services, customers, hiring plans.
- A proposed address: a lease or contact details of the property owner.
- The name of the person who will sign the documents before a notary abroad.
HOW THE WORK IS BUILT
How the work is built
Draft documents
Bilingual decision, charter and power of attorney, instructions for the notary.
Signing abroad
The founder signs before a notary, obtains the apostille and sends the originals to Moscow.
Translation and cross-check
Notarised translation in Russia, spelling check, form R11001.
Registration
Electronic filing with the FNS, deadline tracking, collection of registration documents.
NEARBY
Other services in this practice
- Branch or representative office: accreditation
- Documents: translation, apostille, legalisation
- Opening a bank account and choosing a bank
- Currency control and settlements in roubles and national currencies
- Taxes and double tax treaties
- Bringing in managers and staff (highly qualified specialists)
- Import, certification and customs
- Contracts with Russian counterparties and partner checks
QUESTIONS
Frequent questions
Do we need an LLC if we simply sell into Russia?
No. You can sell through a Russian importer under a supply contract. Your own LLC makes sense when you want to contract in Russia yourself, hire staff and control pricing. If you already have buyers but volumes are still modest, it can be sensible to start with an importer and set up the LLC later.
Can a foreign national be the director?
Yes. To work in Russia, however, they need an employment status, such as a highly qualified specialist (HQS) work permit. That is a separate service within this practice, and we plan it in parallel with registration.
What is the state duty?
No state duty is payable for LLC registration when filing electronically; a paper filing costs RUB 4,000. Notary fees and the apostille in the founder's country, and notarisation of the translation in Russia, are paid separately at the notaries' rates.
Why might the tax authority refuse if the documents look fine?
Common reasons are an uncertified translation, an apostille on a plain copy and different spellings of the name in the extract and the decision. We check all of this before filing. After registration the authority may verify the address and the director's details, so the address must be genuine.
How long does the whole process take?
By law the FNS registers an LLC within five working days of receiving a complete package. Most of the time is spent earlier: signing, apostille and couriering the originals, which depends on the country and the notary. For that reason we do not promise an overall timeline from the first meeting to the register entry.
NEXT STEP
Let us discuss your situation
The consultation is free of charge when an engagement agreement is signed: on it we say what has to be done and by when.