RU: Открываем дочку американского юридического лица в России

This post is available in English.

И делаем это без необходимости прилета в РФ американского гендира.

Последние полгода я набивал шишки, ходя по инстанциям, собственно, поделюсь опытом 🙂 Задача: открыть 100-процентную дочку в России (материнская SkuVault.com находится в Луисвилле, Кентукки). Наш случай несколько уникален: CEO не мог посетить РФ, так что заверять и пересылать идентификационные документы приходилось туда-сюда меж двух контитентов.

На практике, все делается достаточно просто. Всего-то придется столкнуться с бюрократической машиной Mother Russia (которая за последние годы стала неимоверно удобнее), проблемами с межведомственной коммуникацией, ну да беготней с документами.

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So you want to open US-company subsidiary in Russia

This post is available in Russian.

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

Notes on Austrian Startup Scene

I’ve recently been to Vienna, and visited local Austrian Startups Stammtisch. It went by the number #31, so quite a consistent event going on for more than a year now. The event took place in Sektor5 co-working space (which I have to recommend, because it’s a really cool place with only eur 18 per day! You can feel the international vibe and all that kinds of stuff).

IMG_20160419_195040.jpg
Sektor 5 got a cool terrace 🙂

Some of the stuff learned:

  • Bureacracy. In order to open a traditional gmbh company, you may need to be patient and get a lot of papers and formalities. It can take up to 120 days.
  • Government support. However, the good side, is that the process of bureacracy is not that painful, as the govt. is on your side and supports businesses will to change the country to innovation-driven economy. Grant system is strong here (http://www.austrianstartups.com/grants/)
  • Hard to notice, when you’re from Russia, but Vienna is quite close to strongest european mainland startup hub: Berlin. An hour-flight only 🙂
  • English is embraced throughout the IT startups. So yaay!- Expats! However, you’re more welcomed, if you speak deutsch. And because socialistic mindset, a good Austrian professional is mostly more preferable, than a great expat 😉 And there are loads of cool pros in Austria.
  • Tons of sessions and meetups happen in Vienna, Salzburg and Graz. May keep you busy almost 100% of your time. There was a great atlassian event in Graz, that I wanted to attend, but didn’t. Sad.
  • Great startup (and established IT companies) scene! Some of the big startups from Austria include: Runtastic (surely you’ve heard about it), bikemap (great stuff, more route-oriented than strava), Shpock (my facebook is overloaded with it’s ads now), mySugr (basically an ecosystem of apps made for people with diabetes, by people with diabetes) and lots of others.
  • Vienna is extremely lovely!
  • Met great ppl from Austria, Ireland and Eastern Europe 😉
    • Hey to Odessa guys, who created a venture find and were searching for partners (Crop Inc),
    • Good day to you, devs from Romania and Hungary,
    • Hi to Robert from heysharing.com.

A lot of info, funds, grants, support and meetups can be found at AustrianStartups.com

Wish I had more time to dive into Austrian IT scene. This summer I’m visiting Berlin, and I’m sure I’ll be even more sad, cause I’ll have even less time than in Vienna.

Keep up the good work, Austria! Your IT health status is great 😉

IMG_20160415_163630
Cider is nice here too 🙂

 

Three-week sprints for iOS projects

While working on Storia.me iPhone app, we’ve eventually came up to the three-week sprints. Empirically, they proved themselves to make product high quality and provided time to get moderate functionality chunks done. Two notes here:

  • First of all – this is does not include time for appStore approval. That’s additional week. So a release cycle is 1 month.
  • Second, we came to three-week sprints after we released MVP.  Preparing the app for MVP was quite a kerfuffle, but we managed to finish needed bits in 2 months. Don’t forget to have some rest and go for a holiday after that 🙂

1117142_дороги-знак-зеленый-шоссе-облаке-фон

Time Distribution during 3 week sprint

2 weeks for development, 1 week for testing and fixing. Essential part of undistracted 2 weeks development, is to provide fully described User Stories with corner cases explained  before the sprint. You also have to estimate all of the workload, and make sure it fits into the sprint. Leave tickets of a less priority on top of the backlog. Pay unprecedented attention to details, so that developer doesn’t need to waste time on communication and clarification (which always results in delays) how the described feature should work.

There are often times when stakeholders rush with some new request. For 80% of the time you’re (a good manager) able to protect developer and stories from scope creeps, but sometimes you are not able to do so. And here comes the last week of the sprint, that mostly handles such unfortunate situations.

Make sure that AppStore materials are ready one week before app submission. Screenshots for all resolutions and languages, descriptions for different markets, no legacy and unsupported SDKs.

Key point here is to make comfortable pace for the developer, so that as less things as possible distract him during the sprint. You know the rule: less distractions => more productivity.

And final achievement is predictable stable timely releases. These are something that are valued by stakeholders, investors, team and users.

Improving App Design Review, Ensuring Design is Ready for Development

iphone-6-psds

Well-coordinated work across teams – let’s say design and development – is a huge deal when it comes to delivering a good product on time! So, part of my job as a project manager is making sure that the assets passed from design into development are ready for implementation.

At the very heart of the process, design review is nothing complex. You should know human interface guidelines, platform restrictions, requirements and a little bit of common sense =)

Here are the common issues I often face, when reviewing design:

  • Design does not incorporate all the details on features planned;
  • Navigation controls are used inappropriately from the native experience point of view; or simply not intuitive;
  • Assets are missing during delivery phase;
  • Mockup does not look good, when populated with real user data; mockup has not been stress-tested on extreme cases.

As our teams worked together, we optimized our process to minimize adverse effects on the points above.

1. Kick-off with an interview.

When the team is excited – it shines in willingness to collaborate on building a valuable product. Once an applicant to a designer position is excited – she starts to ask questions and share her ideas. I try to understand what the candidate thinks about the project, her motivation, her past projects experience: was there an established flow when this designer had been working on a product, how did the teams collaborate.

Usually, our projects involve UX and UI designer. An iPhone UX expert knows navigation controls, their proper use, typical user flows, analytics and split testing, how to structure information elegantly and effectively. She creates prototypes and mockups for the upcoming app. UI designer provides GUI for a mock up (colors, iconsets, sizes for different resolutions).

2. Help designer to understand the product, build solid requirements

There is a timeframe for a designer to get to know the product. Have materials prepared, older designs structured (for the retrospective view), corner cases described.

The whole team was pleasantly surprised when our new UX designer asked for requirements documents and stayed knee-deep in them for a couple of days. He came up with rational and neat optimization.

We describe global functional requirements in Confluence, with obstacles, corner cases and retrospectives added to the main article. This gives a designer (and practically any new person in the team) the understanding which issues and mistakes we faced, what are the bottlenecks of particular solutions, and why we currently have an effective solution if we already do.

We describe platform-specific flows and requirements in User Stories, which also work as checklists for designers.

The one thing I want to point at again, are the corner cases. They usually fall out of scope and do not apply to typical user behavior, but may result in unpleasant experience. We brief a designer on corner cases before he starts prototyping.

3. Create checklists for mockups

There is a quite popular problem companies face: real user data doesn’t play nicely with the mockup. The design may look gorgeous and trendy and flat, but once you start populating it with longer names, venues, low quality photos, vivid photos that make overlayed text unreadable – the whole greatness falls apart. What to do here?

  • Reflect min and max length for the fields in the requirements. This way designer knows what to expect from the real data.
  • Prepare corner case text examples, to check how well the mockup stands against them. For example, use location named ‘Venkata Narasimha Raju vari Bahadur’ instead of ‘Union Station’. Show how long text should be cut, if needed.
  • Keep in mind that if you support multiple languages, some buttons may require more space for a label to fit.
  • Check for active / inactive states for buttons, segments, toolbars.
  • Alerts and message boxes for whatever reason can be (connection loss, lack of space, unsaved data, …)
  • Text overlays. If text overlays a picture, be sure that text is still readable even on a bright vivid photograph.

4. Wording for mockups

Wording mistakes happen quite often. You may have ‘Done’ button in current application, and ‘Save’ in an updated mockup, or even different labels for the same action in different sections. I make sure wording is correct and synced across designs, before dev team starts implementing it. Easiest path is to have all metaphors documented inside a task-tracking or wiki-system, so that designer knows how to name each element properly. This saves a lot of time and nerve for everyone involved.

5. Standardize assets delivery

In order to be sure we got all the assets we need we created a small guide on design delivery in a form of simple folder structure.

#project_folder
    - #project_iOS 
        - #comments_screen
            - comments.psd
            - #_icons
                - icon.png (for 1x)
                - icon_@2x.png (for retina)
                - icon_@3x.png (for retina HD)
                -

This hierarchy serves to ensure we have needed states and sizes for icons, and a structure that will confuse noone.

Overall, I hope that this brief article helps you optimise your process and get design delivered faster =)

Special thanks to Ksenia, Rishat, Igor for reviews =)

How to accurately estimate external projects. Part 1 – Delays caused by communication

accurate_1

This is a first article from “How to accurately estimate incoming projects” series, aimed to help you see the possible future pitfalls. This includes both outsourcing projects and the ones where different teams around the world are involved.IT industry is dynamic. Companies change APIs, IDEs, upgrade hosting servers software, raise new compatibility issues. Of course improvements are welcome, but there is no way you will have a perfect product once and forever – it needs to be re-iterated. Don’t forget about hundreds of different environments that the system should work on. And people.

1. Client Interaction Time

It’s not a big deal when we are talking about local business (and even in such close distance email response delay time could be significant and expensive), but when you’re dealing with international clients and partners, this becomes a more significant issue.

There are several simple rules that are wise to follow in order to keep up with the deadlines:

  • Don’t underestimate time needed for interaction;
  • Client won’t run and read your email instantly, he has work to do;
  • Response time could vary, but prepare for the worst.

Let’s look at an example: you are building an ecommerce website. The catalogues structure is a bit tricky so you need to clarify where a product recommendation slider leads.

  1. You send the request;
  2. Client reads it in 2 hours;
  3. Gets back to you with some questions in order provide proper answer;
  4. When you answer him – you are already off from work;
  5. You read the final response the next day only.

Of course it’s not what may happen every time, but you need to take such issues into account before they happen. Here is what could cause “lags” on the client side as well:

  • Clarification from a third party (could be a hosting provider, lawyers, content providers, etc);
  • Interaction between departments;
  • Approval of department manager and other bureaucratic procedures.

In addition to that, there’s been quite a few times, when our clients from other countries needed to clarify detailed info with a a third-party with no people on that side speaking English at all.
The main point of this section is to make you understand how heavily client interaction lag can affect the entire project. It’s worth mentioning because these things rather frequently fall out of scope of attention.

How to avoid possible adverse effects? A checklist or a roadmap will be helpful to manage handling tasks in advance. In Codebranch, we prepare a project roadmap with Freeze dates, which are the last dates that a certain part of team-client interaction is due. For instance, there are:

  • Design Freeze Date – this is when the client takes a final approval and signoff to the proposed design, all the amendments and improvements to the design have to go before that date.
  • Functionality Freeze Date – the milestone by which the final application functionality should be agreed upon.
  • Content Delivery Date – this is when the content provided by client is due, so the client would know the timing in advance and have enough time to gather the content.
  • Hosting or CDN accounts purchase dates, domain name registration deadline – when, and no later, the accounts need to be available to the development team in order to set the environment up and deploy on time.

These dates are elaborated together with the client, basing on the delivery timelines that the client suggests, and adjusted accoring to the internal development milestones. This approach helps both the team and the client meet the responsibilities in working on a web project, and contributes into building a good working relationship.

no title

Nothing new this 2 weeks. Well, in fact tons of new stuff this 2 weeks, but no time to blog at all. We are experiencing extreme-2-week-game-development and are almost ready to release “how not to screw up big projects” book (this is a joke, everything’s under control).

Meanwhile, we posted some stuff at codebranch blog, and want to say “HI” to our folks at LeWeb in Paris this week 😉

Here are the previews for two next posts:

How to Accurately Estimate Projects for Outsourcing? Part I – Delays Caused by Communication

In addition to that, there’s been quite a few times, when our clients from other countries needed to clarify detailed info with a a third-party with no people on that side speaking English at all.
The main point of this section is to make you understand how heavily client interaction lag can affect the entire project. It’s worth mentioning because these things rather frequently fall out of scope of attention.

How to avoid possible adverse effects? A checklist or a roadmap will be helpful to manage handling tasks in advance. In Codebranch, we prepare a project roadmap with Freeze dates, which are the last dates that a certain part of team-client interaction is due

How to accurately estimate outsourcing projects. Part II: Accessing Web Services

1. Compatibility and environment issues.

The most common problem though is the environment. Whether it’s an API, a plugin to work with it, it may require additional adjustments to your server. Documentation should be carefully revised so that there are no flops when integrating the solution into your own website or service.

2. Sometimes a client wants solution for a service, that has no public API. i.e. Pinterest has no public API and provides a gateway just for iOS.

Developers start to use workarounds, gather together to find solutions. And so – 3rd party APIs are born. Returning to Pinterest, as a great example, apps that use 3rd party API access Pinterest via iOS gateway, identifying themselves as iPhone. Of course, that won’t always work as expected, even minor changes in Pinterest API now breaks almost every single app that uses 3rd party API.