The founders of an LLC in the Russian Federation can be both Russian and foreign citizens and organizations. But for non-residents of Russia there are restrictions on the types of activities, and the package of registration documents is larger. The amount of the state duty, the registration period and the procedure for submitting documents are the same.
Foreign citizens and organizations can be founders of a Russian LLC. However, there are a number of restrictions for companies with foreign capital. This applies, for example, to the types of activities and the application of the simplified tax system.
There are also some features when hiring a citizen of a foreign state as a head. Such a manager must have a work permit in the Russian Federation and legal registration.
Otherwise, the process of registering an LLC with foreign investments is no different: the state duty is 4,000 rubles, the registration period is 3 days. Only a foreign founder will need a little more documents , for example, a notarized translation of a passport.
1. Requirements and restrictions for foreign founders of an LLC
There are a number of requirements and restrictions for foreigners wishing to become founders of a Russian LLC. Our company also offer financial due diligence m&a for any type of business. For more info, you can visit our website.
Special requirements for founders
- A foreign citizen can open an LLC alone, but a foreign company with one member cannot be the founder of a company in Russia.
- When establishing an insurance company, the share of foreign investments should not exceed 50%.
- If the share of a foreign organization in the authorized capital of an LLC is more than 49%, small business benefits do not apply.
- Founders-non-residents of the Russian Federation must have two accounts in the bank: currency and ruble, to which convertible transfers, for example, dividends, will be transferred.
- The authorized capital of an LLC with foreign investments must be measured in rubles.
Activity restrictions
Companies with foreign participation cannot engage in major publishing and telecommunications activities, work in the field of defense, as well as the study and extraction of natural resources. There are restrictions on activities with radioactive waste and some lines of insurance.
LLCs with foreign founders are prohibited from buying or renting port, border lands and agricultural lands. Only the lease of agricultural land is allowed, but on the condition that foreign investments make up the majority of the statutory contribution.
Tax Features
If the share of the foreign founding organization in the authorized capital of the Russian company is more than 25%, the LLC does not have the right to apply the simplified tax system. At the same time, the size of the share of foreign founders of individuals. persons does not affect the application of the simplified tax system.
In addition, the tax code provides for an increased tax rate on income from dividends paid to foreign founders – 15%, while for Russians it is 13%.
2. Documents for registering an LLC with a foreign founder
All registration documents are filled in Russian and on the basis of notarized translations, and not on the basis of original foreign documents.
General list of documents:
- Application for registration of an LLC in the form P11001 ,
- Decision of the sole founder or minutes of the general meeting of participants.
- Articles of association of a limited liability company
- LLC establishment agreement, if two or more founders,
- Copies of the founders’ passports (-la),
- A receipt for payment of the state duty of 4,000 rubles is needed if you submit documents immediately to the tax office, send them by mail or courier (the latter option is available in Moscow),
- Documents for the legal address: a letter of guarantee or the consent of the owners of the residential premises to provide a legal address with a copy of the title document attached. These documents are not included in the basic package, but are almost always requested by the inspectorate.
When creating an LLC with the participation of foreign capital, additional documents are required. All documents of foreign founders must be provided in originals and notarized copies. For citizens and organizations of foreign states that have signed the Hague Convention of 1961, legalization of documents is also required, i.e. affixing an apostille.
For residents and organizations of states that have signed an agreement with Russia on the mutual recognition of official documents, only a notarized translation is sufficient. This applies to most countries of the former CIS, as well as Latvia, Lithuania, Albania, Bulgaria, Greece, Spain, etc., more than 25 states in total.
Additional documents for foreign founders:
- Identity card in the country of citizenship,
- Birth certificate, if the identity card does not contain information about the place and date of birth,
- A document confirming permanent residence outside Russia.
Additional documents for foreign organizations acting as founders:
- Extract from the trade register or register of legal entities in the country of registration of the organization,
- Certificate of registration of the legal entity acting as the founder,
- Document on the assignment of TIN and KPP,
- founding documents,
- Bank statement on the existence of an account,
- A power of attorney, if the registration in the territory of the Russian Federation is not handled by the head of the company.
Sometimes the names of the documents that are needed in the Russian tax office do not match those that a foreign company has. Then you need to apply analogues or similar in content.