Accreditation in Russia

Branches and representative office of a foreign company in Russia

Representative office or branch of a foreign company is not a legal entity. It is vested with property of a foreign company and acts on the basis of a provision, ratified by an authorized body of the foreign legal entity. The head of the representative office (branch) is appointed by the foreign company and is authorized by the Power of Attorney.

Representative office of a legal entity represents interests of the foreign company and protects them in Russia. Establishment of a representative office of a foreign company in Russia calls for permission of an accreditation body, the kind of which depends on the company’s activity. A representative office does not need full-scope accounting: in this case calculation of tax liabilities is enough.
Establishment of a branch of a foreign company is performed in a State Chamber of Registration. The branch performs all or some functions of the foreign company on the territory of the RF, including these of the rep. office.

Our company renders the following legal services related to accreditation of representative offices and establishment of branches:

• Consultations related to establishment or dissolution of a branch (representative office) as well as change of name or location, and replacement of the director.
• Draft and submission of documents to registration bodies and support in the process of registration.
• Registration of branch or representative office with the tax authorities (acquisition of tax identification number).

Regulatory background

As regards the accreditation of representative offices of foreign companies, the procedure established by Regulation #1074 dd. 30 November 1989 by the USSR Council of Ministers "About approval of the Guidelines regarding the procedure of establishment and activities of representative offices of foreign companies, banks and organizations in the USSR" and Federal Law #157-FZ dd. 13 October 1995 "About state control over foreign economic activities" will continue to remain in force.

In accordance with Regulation #1419 dd. 21 December 1999 by the Government of the Russian Federation, starting from January 2000 the Chamber has been involved in accreditation and keeping the State Register of branches of foreign legal entities accredited for operations on the territory of the Russian Federation.

Regulation #755 dd. 12 December 2006 by the Ministry of Justice of the Russian Federation "About organizing work with representative offices and branches of international organizations and foreign non-for-profit and non-governmental organizations regarding visa support services provides the basis for visa support procedures for representative offices and branches of international organizations and foreign non-for-profit and non-governmental organizations registered by the Federal Registration Service in the Register of branches and representative offices of international companies and foreign non-for-profit and non-governmental organizations on the basis of Federal law #7-FZ dd. 12 January 1996 “About non-for-profit organizations”.

List of documents required for the establishment (accreditation) of a representative office

1. A written application for the establishment of a representative office of a foreign legal entity in the Russian Federation(presented in printed form, signed by an authorized person; it shall indiccate the name of the company, the time of its incorporation, address, nature of its business, purpose of establishing a representative office and planned time of operations in Russia, business cooperation with Russian partners and development prospects).*
2. Extract from the Trade Register of the country of origin of a foreign legal entity or other document confirming  registration of a foreign legal entity in accordance with the laws of the country of its location.*
3. Articles of Association (Memorandum of Association) of a foreign legal entity*
   (if the legislation of its home jurisdiction does not require the Articles of Association (Memorandum of Association), the foreign legal entity shall confirm that by a note from the registering authority).
4. The resolution of a foreign legal entity to establish a representative office in the Russian Federation.*
5. The original and a certified copy of Regulations of a representative office of a foreign legal entity in the Russian Federation.
6. A certificate of solvency from a foreign bank servicing the foreign legal entity in its home country, issued within the last 6 months.*
7. Refererence letters from Russian business partners
   (at least two letters on company letterhead in free format signed by the authorized person and sealed with the company’s seal).
8. A certified copy of the General Power of Attorney with all the necessary powers for the Head of a representative office of a foreign legal entity.*
9. A certified copy of the Power of Attorney issued to the person authorized to represent  interests of a representative office at the Federal State Institution, State Registration Chamber with the Ministry of Justice of Russia
   (filed if the authorized person is not the Head of a representative office).
10. A document that certifies the address of a representative office of a foreign legal entity in the Russian Federation
    (a letter of guarantee  or lease agreement enclosed with a certified ownership certificate. In case of sublease, a sublease agreement enclosed with the documents allowing sublease shall be provided if stipulated in the lease agreement).
11. The original of the document certifying the consent of the local authorities of subjects of the Russian Federation (Administrations of provinces, regions, republics and national districts) regarding the location of a representative office
    (submitted only if a representative office is located out of  Moscow or St. Petersburg).
12. A completed data sheet of a representative office of a foreign legal entity.
    (two copies of the form completed in printed form and signed by the attorney of the foreign legal entity).

* Foreign documents are  accepted only if they bear authentic marks that they have been  legalized by the consulate or apostilled unless exemption from these procedures is  granted under  international treaties to which the Russian Federation is a party;the documents shall also be enclosed with a Russian translation certified by the notary or consular services. These documents shall be valid for a year from the date of issue, except for Items 6 and 8.

Note. Powers of Attorney and resolutions are accepted only with the parties’ signatures and authorities certified by the notary. In case there is no notary certification of the parties’ authorities, additional confirmation documents shall be provided (resolution on and certificate of appointment of officials, extract from the register specifying the authorities of officials, etc.). Regulations  of a representative office are accepted with the notary certified signature.