Legal Presence in Russia
Legal Presence Summary | Representative Office | Branch | JSC (AO) | LLC (OOO) | Sources |
Last updated: December 6, 2016
LLC, Limited Liability Company, in Russian: OOO, Obschestvo s Ogranichennoi Otvetstvennostyu, Общество с Ограниченной Ответственностью.
- The most popular form of incorporation in Russia,
- Non-public, no free float allowed,
- From 1 to 50 participants (liability limited by shares), the charter capital divided among participants proportionally to their contributions,
- Statutory minimum charter capital: RUR 10 000,
- Flexibility in corporate governance, a private person is allowed to be both director and participant,
- The Board of Directors or a charted accountant are not required,
- No requirement to the participants’ meetings,
- Decisions are mostly taken by a simple majority with selected decisions requiring 2/3 of votes or unanimity,
- Key document is the Charter (Articles of Association), relations between participants are regulated by Participants’ Agreement,
- The participants and their shares are recorded in the state register of legal entities (available publicly),
- Operations with participation title require a notary involvement,
- Right to issue bonds and other securities (Article 31 of the law #14-FZ).
The statutory minimal charter capital of LLC is RUR 10 000.
The minimal capital shall be paid in cash only, while the exceeding sum may also be paid in-kind.
The minimal charter capital shall be paid within 4 months starting from the date of the company’s state registration. The capital in cash shall be paid to the corporate account established after the company’s state registration.
For the charter capital contributed in-kind the following procedure shall be in place:
- An independent appraiser shall be brought to valuation of the charter capital contributed in-kind,
- The participants shall adopt valuation unanimously,
- The valuation shall be reflected in resolution / minutes of the participants’ meeting, as well as in participants’ agreement (for the case of two or more participants),
- After the state registration of the company the participants contribute the in-kind capital preparing and signing delivery and acceptance confirmation (akt priema-peredachi, акт приема-передачи) with the parties being respectively the company and appropriate participant. After that the capital may be reflected in the balance sheet.
For a number of sectors the statutory minimal charter capital requirements differ from the typical ones:
- Bookmakers and sweepstakes companies: RUR 100 000 000. Reference: clause 9 of Article 5 of the federal law #244-FZ.
- Banks: RUR 300 000 000. Reference: Article 11 the federal law #395-1-FZ.
- Credit services organisations except banks: RUR 300 000 000 and RUR 90 000 000 depending on the license type. Reference: Article 11 the federal law #395-1-FZ.
- Insurance companies: RUR 60 000 000 for companies solely involved in life insurance, RUR 120 000 000 * multiplier (depends on the insurance business type) for remaining companies. Reference: clause 3 of Article 25 of the federal law #4015-1-FZ.
- Producers of vodka: RUR 80 000 000. Reference: clause 2.2 of Article 11 of the federal law #171-FZ.
- The regional legislative bodies in rare cases may introduce higher minimal charter capital requirements for selected activities (alcohol retailing, etc.).