A Latin American company in Russia: from choosing a structure to the first delivery

What is happening

A Colombian manufacturer has found buyers in Moscow and wants to sell directly, without an intermediary. It needs to decide whether to set up a Russian LLC or whether a contract with an importer is enough, and to work out who will act as declarant at customs.

A Brazilian company is opening a representative office in Moscow to work with partners. The decision to establish it was taken six months ago, the documents have not yet been apostilled, and the accreditation application must be filed within twelve months of the date of the decision.

A Mexican group has registered an LLC, and the bank is asking it to disclose the ownership chain up to the ultimate beneficial owners. The chain includes a US fund, and it is unclear whether the restrictions on persons from unfriendly states apply to the company.

What the law says

• A branch or representative office of a foreign company is accredited under Article 21 of Federal Law No. 160-FZ of 9 July 1999 "On Foreign Investment in the Russian Federation": the application is filed within twelve months of the decision to establish it, and accreditation takes no more than fifteen working days. In Moscow, accreditation is handled by Interdistrict Inspectorate No. 47 of the Federal Tax Service (FNS).
• A limited liability company (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 no more than five working days of filing. The foreign founder confirms its status with an extract from the commercial register of its home country (Article 12 of Law No. 129-FZ).
• The state duty for registering an LLC is RUB 4,000 and is not payable when documents are filed electronically; for accrediting a branch or representative office of a company from a state outside the Eurasian Economic Union (EAEU), it is RUB 120,000 (Articles 333.33 and 333.35 of the Tax Code).
• Foreign documents for registration are accepted with an apostille or after legalisation, unless an international treaty provides otherwise, and with a Russian translation certified by a notary or consul (Requirements for the Execution of Documents approved by FNS order No. ED-7-14/617@ of 31 August 2020). Almost all countries in the region are parties to the 1961 Hague Apostille Convention; for documents from Cuba the procedure is governed by the legal assistance treaty, and documents from Haiti require consular legalisation.
• An LLC with foreign participation is a resident, while a branch or representative office of a foreign company remains a non-resident within the meaning of Article 1 of Federal Law No. 173-FZ of 10 December 2003 "On Currency Regulation and Currency Control". This determines the rules for settlements and how the bank deals with the company.
• A bank must identify the client's beneficial owners and may refuse to open an account or carry out a transaction (Article 7 of Federal Law No. 115-FZ of 7 August 2001 "On Countering the Legalisation (Laundering) of Proceeds of Crime and the Financing of Terrorism"). After a refusal, the client may submit documents and apply to the interdepartmental commission at the Bank of Russia.
• The countries of continental Latin America are not on the list of unfriendly states approved by Russian Government Order No. 430-r of 5 March 2022; the Bahamas and the British overseas territories are. The restrictions under Presidential Decree No. 81 of 1 March 2022 also extend to persons controlled by persons from unfriendly states, regardless of where they are registered.
• A head of the company from abroad can be engaged under a highly qualified specialist (HQS) work permit under Article 13.2 of Federal Law No. 115-FZ of 25 July 2002 "On the Legal Status of Foreign Nationals in the Russian Federation": quotas do not apply to such specialists, and the application is considered within no more than fourteen working days. From 1 March 2027 the conditions of this article change (Federal Law No. 241-FZ of 26 July 2026).
• As a general rule, the declarant of goods imported for sale in Russia is a person from an EAEU member state that is a party to the foreign trade transaction (Article 83 of the EAEU Customs Code). A supplier from Latin America therefore needs a Russian importer: its own LLC or a partner.

What we do

• We analyse the business model and the ownership structure up to the ultimate beneficial owners, check every link against the list of unfriendly states and give a written conclusion on whether the restrictive decrees affect the company.
• We propose a form of presence: an LLC, a branch or a representative office, and show the consequences of each for tax, banking and currency control.
• We prepare bilingual drafts of the decision to establish the entity, the charter or branch regulations and powers of attorney, so that they are signed abroad in the proper form, and explain which documents need an apostille.
• We arrange notarised translation in Russia and make sure the company name and personal names are spelled consistently across all documents: a discrepancy of a single letter is a common reason for refusal.
• We file the documents for LLC registration or for accreditation of a branch or representative office and see the process through to the register entry.
• We compile the bank file in line with the anti-money-laundering Law No. 115-FZ of 2001, support the bank's review and, in the event of a refusal, request the grounds and prepare an application to the interdepartmental commission at the Bank of Russia.
• We set up the payment arrangements: payment currency, currency clause, a backup bank, and contract terms in case a transfer is delayed or returned.
• We register the head of the company as an HQS and add the Ministry of Internal Affairs (MVD) notification deadlines to the company's calendar.
• For supplies, we use TN VED (EAEU commodity code) codes to identify the requirements of EAEU technical regulations, veterinary or phytosanitary control and mandatory product marking, and prepare the supply contract.
• After launch, we support the company on a retainer: corporate decisions, tax on payments to the parent company, changes to the restrictive decrees.

What we will need from you

• An extract from the commercial register of the founder's country and the company's constitutional documents.
• An ownership chart up to the ultimate beneficial owners, with details of the individuals.
• A description of the business: what you sell or produce, who your customers and suppliers are, and the currency you plan to settle in.
• Details of the future head of the company in Russia: passport, position, planned salary.
• For supplies: a list of goods, TN VED codes if known, and details of the manufacturing plant.