State registration of companies with foreign investments is carried out by the administration of the city or district on the territory of which the company is located, or by any other authorized body. Companies whose volume of foreign investments exceeds 100.000.000 Rubles ( at the rate on the day of registration), as well as all companies with foreign capital to engage in the extraction of oil, gas, coal or their processing, shall have to be registered with the Russian Agency on International Cooperation and Development.
Important Notes Regarding Legalization of Documents by Russian Consular Offices in the U.S.A.
Please be advised that the United States and the Russian Federation are signatories to the Hague Convention of October 5, 1961. In accordance with the Convention, in order for U.S. documents to be valid in Russia, they must bear an Apostille - certificate confirming the capacity of the government official signing the document, authenticity of the signature and, where appropriate, of the seal or stamp on the document. Documents with Apostille do not require any further legalization.
Nonetheless, according to the established common practice, official organizations in the Russian Federation may not accept foreign documents if they are not accompanied by a certified translations; many organizations require certified translations to be legalized by consular offices of the Russian Federation in the countries where the documents originated. Furthermore, due to the different forms of execution of Apostille in Russia (seal) and in the United States (certificate), receiving organizations in Russia may ask for additional proof of proper legalization.
In view of the above, it is advised that the documents intended for use in Russia must be certified as to the accuracy of translation and proper legalization at the consular offices of the Russian Federation. Each document must be:
- Acknowledged before a Notary Public (in case of Certificates of Incorporation, Amendments, Addenda, Goodstanding and the like - presented in the form of certified copies issued by the Department of State where the company was incorporated);
- Certified by an Apostille issued by the Department of State in the respective state;
- Accompanied by a certified translation (the Apostille page and the entire content of the document must be translated); the translation should be sewn together with the original document in a way acceptable in the Russian Federation).
IMPORTANT NOTICE for the U.S. companies which are founders (co-founders) of joint-stock companies with foreign investment in Russia:
In compliance with the Russian Federal Law of December 26, 1995 "On Joint-Stock Companies" (in effect since January 1, 1996) constituent documents of joint-stock companies with foreign investment founded before January 1, 1996, are subject to adjustment to the standards of the aforementioned Federal Law before July 1, 1997. Constituent documents of joint-stock companies with foreign investment, not compliant with the aforementioned Law before July 1, 1997, shall be considered null and void.
In the Russian Federation the registration (renewal of registration) of companies with foreign investment, including joint ventures, wholly owned foreign companies, branches, representative offices, is handled by the Russian State Registration Chamber. In accordance with the Law of the Russian Federation of July 4, 1991 "On Foreign Investment in the RSFSR" and the Order of the State Registration Chamber of February 7, 1996 "On Procedure of Registration of Joint-Stock Companies with Foreign Investment" a foreign investor must submit a set of documents confirming the incorporation and solvency of the foreign investor.
To ensure compliance of the documents submitted by foreign companies with applicable provisions of the Russian Federal Laws, the Hague Convention of 1961, and the Regulations of the Russian State Registration Chamber, the new registration procedures involve the services of specially selected expert companies. The expert companies have to be certified by the Russian State Registration Chamber to provide services concerned with processing and expertise of foreign documents intended for use in the Russian Federation.
Please note that documents intended for registration and renewal of registration in the Russian Federation of companies with foreign investment must be submitted in a package accompanied by an expert opinion provided by an expert company.
Registration of Joint Ventures
In order to be registered joint ventures should submit:
1. Written application of the founders requesting registration of the joint venture to be set up;
2. Notarized copies of the charter documents in two copies;
3. Conclusion of relevant examinations in cases provided by law;
4. Documents to be submitted by Russian legal entities:
- Notarized copy of the foundation documents for each legal entity participating in the establishment of the joint venture;
- Notarized copy of the decision of the property owner about the establishment of the joint venture or a copy of the authorized body;
5. Documents to be submitted by the foreign investor:
- Statement from the trade register of the country of origin or other adequate proof of the legal status (or the status of the entrepreneur for physical persons) of the foreign investor in accordance with the legislature of his country's location, citizenship or permanent residence;
- Document testifying to the foreign investor's solvency issued by the bank providing services to him or by another credit and financial organization.
Registration of Companies Wholly Owned by Foreign Investors
The following documents are required to register companies fully owned by foreign investors:
- Written application for registration of a foreign investor;
- Notarized copy of the incorporation documents (in two copies);
- Conclusions of relevant examinations in cases provided by law;
- Extract from the Trade Register of the country of origin or any other equivalent proof of the legal status (or the status of the entrepreneur for physical persons) of the foreign investor in conformity with the legislature of the country of his location, citizenship or permanent residence;
- Document testifying to the foreign investor's solvency, issued by the bank providing services to him or by another credit and financial institution.
Accreditation of Foreign Companies' Representation Offices at the State Registration Chamber
To accredit a representative office of a foreign company at the State Registration Chamber the following documents should be submitted:
- Document confirming the legal address of the representative office;
- Letters of recommendation from the Russian partners;
- Regulation about representative offices of foreign companies;
- The decision of the firm to open a representative office on the territory of the Russian Federation;
- Power of attorney issued to the foreign firm's representative for opening a representative office of the firm on the territory of the Russian Federation;
- Written application indicating the name of the firm, the date of its establishment, location, object of activity, management bodies and management representing the firm in compliance with its by-laws, the goals of its opening, information about its business ties with the Russian partners and prospects for the development of cooperation;
- By-laws or status of the firm (or another adequate document replacing the said documents in accordance with the requirements of the country where the firm was registered;
- Certificate about registration or extract from the Trade Register confirming the fact of registration of the firm;
- Bank certificate or another document containing information about the firm's solvency.
Registration of Affiliates of Companies with Foreign Legal Entities
The following documents are required to register affiliates of companies with foreign investments and affiliates of foreig legal entities:
- Application signed by the head of the company for setting up an affiliate, requesting registration;
- Notarized copy of the extract from the decision of the competent body of management of the company about the establishment of the affiliate;
- Notarized copy about the status of the affiliate (in two copies);
- Notarized copies of the incorporation documents of the company setting up its affiliate;
- Conclusion of relevant examinations in cases provided by law;
- Documents to be submitted by the foreign investor.
Extract from the Trade Register of the country of origin or any other equivalent proof of the legal status (or the status of the entrepreneur for physical persons) of the foreign investor in conformity with the legislature of the country of his location, citizenship or permanent residence.
Entry of Representative Offices of Foreign Companies into Composite State Register
The following documents are required to enter representative offices into the Composite State Register:
- Written application for entering into the Composite Register (in optional form);
- Power of attorney issued by the representative office, authorizing to represent the company in its relations with the State Registration Chamber;
- Information file about the representative office (issued the State Registration Chamber);
- Notarized copy of permission to open the representative office;
- Extract of the Trade Register or any other document confirming registration of the foreign company.
Entering Alterations and Amendments into the Incorporation Papers of Foreign Companies
All amendments and alterations in the Incorporation Documents of the registered companies with foreign investments, as well as information about their liquidation shall be submitted to the registration body no later than 30 days after they were approved. The above-said alterations and amendments shall come into force only after they have passed state registration.
