Registration of limited liability company by a foreigner:
main requirements and special features of the procedure
Developing of economic relations between Russia and foreign countries and increasing of number of migrants make such conditions when foreigners want to register a legal entity in the Russian Federation. In the majority of cases entrepreneurs chose the form LLC. However, many foreigners have one consistent question: Do the Russian laws allow the registration of companies by foreigners? According to the current Russian legislation, it is possible, however, it should be take into account, that the process of registration has some peculiarities.
The procedure of the registration of LLC by a foreigner
So, the registration of LLC allows a foreigner to do any entrepreneurial activity (Important: it must not be contrary to laws). Exception are types of activities that strategic importance for safety and defense of Russia (repairing or utilizing of military equipment, selling of armaments or pyrotechnic installation, producing of pills and some other directions). Limits are specified for foreigners, planning to take part in the creation of a bank organization, insurance company or to purchase a land, located in a dock-side and frontier zones (also lands for agriculture). The registration of LLC by a foreigner includes the following steps:
- Choosing of business profile of a company and correspond codes of OKVED;
- Choosing of name of LLC and solution to question of a legal address of a creating company;
- Paperwork of the solution about creation of LLC;
- Preparation of the LLC Charter;
- Preparation of an application;
- Payment of fee
- Submission of documentation package.
It is also important that the amount of the authorized capital of registered company must not be less 10 000 rubles, and if the capital will be typified by property, then its cost must be no less 20 000 rubles. Payment of the capital of LLC is available only in the national currency. Granting founder – is a foreigner legal entity, presence of another owner (or few) is obligatory condition.
List of required documents
Documentation package, required for registration procedure, depends on what status a foreign founder has, in other words, if he is natural or legal entity. So, if natural entity serves as founder, he must provide:
- An application
- A document, that prove the presence of legal address
- The Charter of the Company and solution of its creation
- Copy of the passport
- Copy of receipt, which proves payment of fee
If a foreign company serves as the founder, then the obligatory condition is submission of document that confirms its status. It is also required to prepare number of other additional documentation.
Special features of the registration of LLC by a foreign founder
The main distinguish feature of the registration of LLC by a foreigner is in the list of submitted documents. The important moment, if a foreign founder lives in the Russian Federation, he will also must provide a document, which confirms the presence the right of residence in Russia. If a person lives abroad, the submission of documents, confirming the legitimacy of his residence in the Russian Federation is not required.
The procedure for transferring the share capital (or making shares in the form of property) also has certain specifics. If you plan to transfer capital in cash, you will need to open two accounts: not only ruble, but also currency (it will receive money, and then converted and sent to the ruble, which is considered the main). Any restrictions or special requirements related to the special status of the founder when transferring property to capital are not provided for by the legislation, but it must be borne in mind that the Federal Tax Service is carefully review all documentation.
What is necessary for the registration of LLC with a foreign director?
Often there are situations when a foreigner is appointed as the director of a company being created. It should be borne in mind that in this case the process is somewhat complicated, since even more stringent requirements will be imposed on the LLC (the status of the founder and director differs significantly, since the director, in fact, is an employee). In particular, a foreign citizen will need to obtain a special permit to be appointed director. If the director of an LLC is a representative of a country with which the Russian Federation has a visa-free regime, a patent will suffice. Citizens of visa countries should obtain a work permit. If a person has issued a permit to reside or a residence permit, there is no need to receive additional documents (but if there is a permit to reside, it is allowed to engage in professional activity only in the territory of the subject of the Russian Federation in which it was issued).
Peculiarities of taxation system
According to law, participation of a foreigner in an establishing of LLC does not have any impact on taxation system, however, some differences exist. In particular, it is subject to payment of dividends: so, if Russian founders pay dividend tax in the amount of 9%, then for foreigners it was increased up to 15%. Besides, the presence of a share of the foreign capital is hindrance for recognizing of a company as a small business entity, as the result the simplified taxation system will not be available for LLC.
The registration of LLC is considering as difficult procedure, with the passage of which any, even a minor error, can lead to adverse consequences. The process is more complicated when a foreigner serves as a founder or director of establishing legal entity. In this case applying for professional service is the solution. Supporting of professionals allows to prepare all required documents and to go through all steps of the procedure in the least amount of time.
Most Frequently Asked Questions and Answers:
Registration of a company in Russia, namely a "Limited Liability Company" at the address of registration of one of the founders is clearly regulated by the relevant section of the legislation of the Russian Federation.
According to the current law, in the event that the heads of the company involved in the creation of the LLC do not intend to rent or purchase specialized real estate, companies are needed, the legal address can be registered at the place of registration of the founders or the general director. Both the home address and the address of actual residence of the specified list of persons can be used as the place of registration.
The possibility of registering a company in Russia at the address of registration of the founders or the general director is confirmed by the letter of the Federal Tax Service of Russia dated 09/23/2011 N PA-21-6 / 293.
Today, as part of the process for registering an LLC in Russia, there is a legislative requirement for the preparation of a list of required papers and relevant certificates. The number of documents required for registration of a "Limited Liability Company" includes:
the charter of the organization, provided in triplicate;
decision to establish a "Limited Liability Company";
minutes of the general meeting of founders;
LLC establishment agreement;
an application for registration of the "Company ..." prepared in a regulated format;
a certificate confirming the existence of a place of actual registration of a legal entity;
In addition, you will need a bank receipt or an electronic check, which is a confirmation of the deposit of funds to close the state fee for registration procedures.
The time frame allotted for the implementation of procedural procedures for registration of a "Limited Liability Company" is also clearly spelled out in tax legislation. According to the current regulations, the term of registration of an LLC in Russia in any divisions of the tax authorities is three working days. At the same time, two more days are added to the specified period, it takes to prepare a package of relevant papers, forms and certificates.
According to current Russian legislation, all issues related to the registration of a "Limited Liability Company" are under the jurisdiction of the tax authorities. These municipal structures are responsible for the state registration of LLCs, CJSCs, OJSCs, individual entrepreneurs and other organizational forms of private enterprises.