So you want to open US-company subsidiary in Russia

And do it without the CEO flying all the way down to your city 🙂 

Let me share a bit of an experience from past 6 months 🙂 We wanted to open a branch in Russia (parent company is in US). Our case is a bit unique: our CEO wasn’t able to visit Russia, so we had to verify and send the list of docs back’n’forth between two continents.

Actually, that’s not as complex as it seems. You just have to deal with bureaucracy (which dramatically improved over the past years) and intradepartmental miscommunication, and, well, running with pack of docs to veryfy them in both countries.

Let’s get to the basics – list of docs needed to open up a company in Russia:

  • Owner’s passport
  • Application form (to open up an LLC)
  • Decision form (to create a company and assign a general manager)

The list alters just a bit if the owner is to be another company:

  • Documents on establishing parent organization, who owns it and as the russian tax dept states: note from Department of Trade or some analogy
  • The rest is the same as above.

Parent Company Docs in US

Main company docs in US are:

  • Certificate of Existence (when the company was opened and by who);
  • Annual Report (yearly report on company state);
  • Letter of Good Standing (report on company tax health);

You got to file only document originals, signed by Secretary of State!

  1. You take the document originals
  2. You translate them at translational bureau
  3. That bureau should also notarize the translation

There are cases, when company has several owners. I’ll get to it in the section below.

Docs to Confirm Parent Company Owner Identity

Russian Tax dept dreams of all people in the world having same documents, as Russian Citizens (passport, INN (analogue for SSN, that doesn’t allow to steal identity :), SNILS (pension fund info card). So you may be stunned for a sec when a receptionist asks that info from US citizen. And it usually stuns the whole dept, when they are explained that there are no inner passports in US (only for foreign travels). Jesus Christ, those barbarians use non-canonical (USSR-influenced) pack of personal documents -> send in the inquisition..

Well, in reality passport of a US citizen (for a foreign travel) works great. The biggest issue here is that such passport doesn’t contain info on where the person lives (and this is essential in Russian world perception – how can you not be attached to the particular address in your main document?!). This issue is resolved by copying Driver’s Licence that includes living address.

So, in a nutshell, documents company owner needs to send to Russia are:

  • Copy of Passport of a US Citizen
  • Copy of Driver’s Licence

Those documents are processed in Russia, before filing:

  1. Passport and Driver’s Licence are translated
  2. Translation notarized

Now, getting back to the question, where you got multiple company owners. You don’t want the pain to be worse, so you better process docs of CEO, and not co-owners. That will make it easier and won’t require additional signatures on other documents.

Application form

Different branches of Tax Dept want the Application to be filled in different sadistic ways, which I’m not the fan of. If you work with some lawyer firm, that makes it all for you – DON’T BELIEVE A WORD! Well, they will fill up many docs for you and even run and sign them for you. However, some things they cannot do – e.g. verifying signatures of company owner, if he’s not in Russia. In fact, good lawyers on creating international branches can be found in their natural habitat: Moscow and Saint Petersburgh. And since those lawyers don’t work with other regions (they can’t create international branches in other region jurisdictions) – “move along, nothing to see here”.

Many law firms and tax dept themselves will tell you the only option available for Application Form to be filled. It includes:

  • Filling only in Cyryllic and only by parent company owner (bogus – you can have the full document ready, and only to be signed )
  • Signing by owner, with signature verified ONLY in Russia (bogus)
  • Signing by owner, with signature verified ONLY in Russian Consulate (half-bogus).

Getting to the last point: in fact sometimes tax dept may reject signatires not verified by Consulate or some legal Russian Federation entity. That sucks. You know what else sucks (and works!): you can verify owner’s signature on application form at any notary in US (it’s better be Russian-speaking notary, and there are loads of them in almost every country corner – in Louisville, at least, we found one). Why did I mention the ‘sucks’ part? Because Tax dept (and Lawyers) in Russia state that only Consulate should verify signature on application form, but Russian Consulate and Embassy state that US-based notaries (even not speaking Russian ones) have the same power to verify the signature!

Russian Consulate Way

You are lucky! If your CEO got zillions of time to visit Russian Consulates (which are located in the corners of east and west coasts), to schedule appointments there and deal with GRBM (great russian bureacratic machine), which has it’s gears oiled by thick wax, and thus running slow.

While D.C. consulate is fast to reply and it’s quite easy to reach it out by the phone – SF consulate, on the contrary, replied to me after 2 weeks passed. Small hack: you can also verify docs in the consulate you are not attached to (e.g. KY citizen verifying docs in SF) – but clarify that moment first (just in case).

You first have to pick free slot (usually a month or two away from current date), pay consular fee and verify the signature.

  1. You got to pick your company docs (cert. of existence, letter of good standing, annual report) and bring them to the consulate
  2. You got to bring your personal docs (originals and copies of US Citizen Passport and Driver’s Licence)
  3. You got to send already filled forms you want to verify notarize or sign, via email. Not really handy, but tolerable.

After you get into the consulate, you got to verify company owner signature. It should look the following way: signature verified, with stamp of a notary in a consulate. The next page is an info of a notary, that has verified the signature. Notary should also state the number of pages in the document (so that there are no replacements afterwards). Both Application form and Notary page should be stitched together and stamped on the stitched place.

one more thing to mention: if you’re working with lawyer firm, and it handles the filing of docs to the tax depts and social funds, you should write Limited Power of Attorney from the owner to the law firm’s courier (or yourself, if you’re in charge of the branch creation)

Local Notary Way

It’s much faster and easier. CEO signs the application form at any notary, and a notary verifies the signature. It would be ideal, if the notary would enter her notary licence number (in the INN / ИНН) field.

application_last_page

Limited Power of Attorney

In order to file documents for company creation, we got to write Limited Power of Attorney, for one year, for a person who would file it. You will need an original POA and a notarized copy.

limited_PoA

Decision Form

Easiest part is the decision form. CEO should just sign 2 copies of Decision Form, it and stamp them with organization stamp. Don’t worry about non-ink stamps that are common in US – they are accepted in Russia.

Filing: verifying the list

Congrats – you’re finally gathered all of the docs needed! Let’s verify the list:

  1. Parent company: Certificate of Existence (apostilled -> translated into Russian -> translation should be notarized)
  2. Parent company: Annual Report (apostilled -> translated into Russian -> translation should be notarized)
  3. Parent company: Letter of Good Standing (apostilled -> translated into Russian -> translation should be notarized)
  4. Parent company owner / CEO: Driver’s Licence (scanned + printed in Russia -> translated into Russian -> translation should be notarized)
  5. Parent company owner / CEO: US Citizen Passport (scanned + printed in Russia -> translated into Russian -> translation should be notarized)
  6. 2 copies of Decision Form filled in Russian, signed by parent company owner, with parent company stamp on it.
  7. Application Form filled in Russian, signed by parent company owner, with notarized (in US) owner’s signature, and notary’s info attached to the application form. Russian bureaucrats would ideally prefer Application Form and Notary’s Note on number of pages stitched together, and stamped in the stitched place, so that no pages could be replaced afterwards. But that’s not mandatory.

That’s all folks! Don’t forget to take confirmation papers on documents receiving by the tax dept, as well as OGRN / INN papers, and certificate of existence in Russia. Keep 2nd copy of Decision form to yourself as well, you may needed it in the bank or some other institution sometimes.

Russia is great, don’t let bureacracy ruin the experience! 😉

References:

  1. Decision form: https://www.regberry.ru/registraciya-ooo/obrazcy-dokumentov/reshenie-edinstvennogo-uchreditelya-obrazec
  2. Application Form: https://www.regberry.ru/registraciya-ooo/obrazcy-dokumentov/forma-r11001-zapolnenie

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