Legal services and compliance in Russia

Get in touch with us
Moscow
Alex Stolarsky
Partner, Legal, Compliance, Tax & Interim Management, Rechtsanwalt, Moscow
+7 / 495 / 956 55 57
Moscow, German Centre
Vlasta Skubko
Head of Legal, German Centre
+7 / 495 / 956 55 57
St. Petersburg
Viktoria Onischenko
Legal Expert, St. Petersburg
+7 / 812 / 458 58 00

Contractual work

  • Design and analysis of various types of contracts and contractual structures with the assistance of a team of professionals in the sphere of law, taxation, customs registration, accounting and information technology
  • Support for the negotiating process
  • Standardization

Trial and claim work

  • Pre-trial settlement of disputes
  • Legal representation in arbitration courts and courts of general jurisdiction
  • Debt collection
  • Support with enforcement procedures and during administrative cases

Corporate work

  • Registration of companies, branches, representative offices
  • Registration of changes of different nature
  • Reorganization, liquidation of companies
  • Preparation of decisions/minutes for meetings of participants
  • Organization of general meetings of participants
  • Establishment of subsidiaries
  • Deal structuring

Company registration and business setup in Russia

SCHNEIDER GROUP can help you register a company in Russia and help you to choose the most suitable form of the legal entity (LLC, JCS) (What is an OOO?) for your foreign business in Russia. We are also ready to consult you on various legal matters associated with the set-up of your subsidiary.

Also, we can provide you with the support concerning the accreditation of your representative office or branch office in Russia.

Our services include:

  • Preparation of the required necessary documents to open a company in Russia (including translations)
  • Submission of the documents to the State Registration Chamber or other accrediting institutions and collecting them after the registration
  • Obtaining the company seal
  • Registration of the company with the Russian tax authorities
  • Registration with the Russian statistics office
  • Registration of founded company in the Russian Social Insurance Fund and Pension Fund
  • Opening a bank account

What should you pay attention to when you found your business in Russia?

Foreign investors can conduct their business activities in Russia (importing goods, rendering services, etc.) in different ways:

  • Without registration of their companies in Russia
  • Via a representative office or a branch of a foreign company in Russia
  • Via a legal entity established in accordance with Russian legislation (a subsidiary)

Exporting goods to Russia or rendering services to Russian clients without registering a company seems to be quite a simple method to conduct business at first sight. However, in the process of rendering services, there can be problems such as obtaining necessary permits. Some tax questions may also need clarification (for example, defining the exact place where services are rendered is important for VAT calculation). Often, services that are rendered by temporarily hired employees can eventually lead to the set-up of a permanent representative office. Also, when goods are delivered to Russia, it is essential to fulfill tedious requirements of the customs office.

For quite a long time, representative offices and branches were the most popular forms for foreign companies’ presence in the Russian market. Today, they still play an important role in the sales of goods and also in the implementation of large construction and assembly projects. However, they are not suitable for importing goods and subsequently selling them to clients.

The necessity of setting up a Russian legal entity (a subsidiary) arises when you want to participate personally in processes like importing and selling goods in Russia. While deciding the form of a legal entity, it is essential to define in advance the way your subsidiary will be financed.

Which documents are required to register your subsidiary in Russia?

What do I need to found a company in Russia?

1. Foundation Agreement of the parent company (a notarized copy with an apostille)

2. Charter of the parent company (with the notarized signature of its founders and an apostille)

3. Decision / minutes of the subsidiary (with the notarized signature of the founders and an apostille)

4. Extract from the trade register of the parent company (certified by the issuing authority with an apostille)

5. Guarantee letter for the provision of a legal address and a notarized copy of the Certificate of real estate ownership (we can provide you with our address to be used as your address)

6. A copy of an applicant’s passport (scanned copy)

7. Power of attorney for our employees to open a temporary bank account in Russia

8. Receipt for payment of the state duty in the amount of RUB 4,000 (signed by an applicant)

9. Power of attorney for our employees to submit the constituent documents to the registration authorities and collect them after the registration.

Process and registration period of companies in Russia (LLC)

After obtaining the required information and documentation, we will prepare the Charter and the Decision documents on the establishment of a legal entity and agree on them with you.

On the basis of these documents, we will open a temporary account in a Russian bank that you choose, submit the documents for the registration, and receive the certificate of registration.

After registration, we will order the seal for your subsidiary and organize the opening of the company’s bank accounts. Then, we will inform all appropriate government bodies about the formation of the new company. Generally, the entire process of company registration in Russia takes 2-3 months.

Legal support in marketing & e-commerce

  • Development and analysis of the rules for conducting marketing activities
  • Development and analysis of documentation required for the implementation of electronic commerce

Intellectual property

  • Registration and protection of rights
  • Registration of know-how, trade secrets, and confidential information handover
  • Legal support of franchise deals

Labour relations

  • Consulting on labour law issues
  • Due diligence for compliance with labor law
  • Legal support in dismissing employees and conducting negotiations with them, including dismissal on disciplinary grounds
  • Legal support in the process of restructuring the staff and/or reduction of the staff (number of employees)
  • Representing clients in collective and individual labour disputes
  • Representing of the client’s interests during inspections by the state labour authorities
  • Consulting on work safety issues
  • Legal support on issues related to the investigation of industrial accidents
  • Preparation of employment contracts and additional agreements to them, including for CEOs and other top managers
  • Preparation of employment agreements and local regulations on distance work
  • Preparation of job descriptions for employees
  • Preparation of policies and local regulations governing labour relations between the parties
  • Legal support of clients in processing and protection of employees’ personal data
  • Legal support of clients concerning implementation of a trade secret regime and protecting trade secrets
  • Consulting on issues related to provision of labour to clients (including staff leasing issues)

Assessment of employees’ competencies

  • Search for and interviewing of candidates
  • Evaluating the effectiveness of staff and potential employees
  • KPI development

Migration issues

  • Consulting on the application of migration legislation
  • Due diligence for compliance with migration legislation
  • Representing clients during migration legislation compliance inspections
  • Representation of the client’s interests in court disputes
  • Legal support in registration of a foreign citizen
  • Legal support in obtaining a standard work permit for a foreign citizen
  • Obtaining / prolonging / correcting work permits for highly qualified specialists
  • Prolonging / correcting work visas for highly qualified specialists
  • Registration of the company as an inviting party for foreign citizens
  • Obtaining invitations to enter the Russian Federation
  • Organization of mandatory notification procedures

Informational support

  • Personalized monitoring of changes in the legislation
  • Monitoring of judicial and executive proceedings

Trainings

  • Trainings on actual legal topics
  • Testing

Intercompany agreements in Russia

Any economic transaction, including those between related parties, has certain tax and legal implications and must be supported with the relevant documentation, the most important of which is a competently prepared agreement. In accordance with Russian legislation, any agreement between legal entities must be concluded in written form.

It is important to note that, despite the fact that international companies often need to conclude intercompany agreements on proportional distribution of costs among the companies of the holding, according to Russian legislation such transfers of costs between related parties is prohibited.

Cost transfers can be carried out exclusively within the frame of services rendered or works executed, that is, such costs must be directly linked with the specific services or works provided or performed in accordance with the agreement.

Frequently, newly created Russian subsidiaries of foreign companies or holdings start their activities in the Russian market by providing advertising and marketing services to their foreign parent company or group of companies, as well as searching for customers and promoting their goods and services on the new market.
Moreover, at the initial stages of their activity, Russian subsidiaries often do not yet have sufficient capital for the full implementation of market development activities. In this case, they need to build a proper financial system, including the involvement of their parent company.

SCHNEIDER GROUP’s experts have extensive professional experience in the preparation of such agreements, and offer consulting on all matters related to their conclusion. We can also thoroughly analyze the requirements of accounting, taxation and currency legislation, taking into account each client’s specific needs. Also, we constantly monitor any changes in legislation and inform our clients on the most important updates and their business consequences.

With regard to related parties, we can provide support for the preparation of the following types of agreements:

  • service agreements, such as information, consulting, marketing, advertising services, and IT support services
  • agency agreements on the search for and acquisition of clients
  • goods supply agreements between Russian and foreign companies, both import and export (we can also offer consulting services on customs clearance under such agreements)
  • license and sublicense agreements, for example on the transfer of rights to use trademarks or software
  • lease and sublease agreements, for example if a subsidiary company or a representative office leases space from another Russian subsidiary of the same holding
  • loan agreements between a parent company and its subsidiary to finance the latter

Compliance

Compliance describes the ability to act according to an order or set of rules. In a business environment, there are two levels of compliance: the external rules that are imposed upon an organization and the internal system of control which is imposed to comply with these external rules. We offer our clients support in building an effective compliance management system.

Our compliance services include:

  • Consulting on compliance-relevant subjects
  • Supporting compliance management and monitoring system implementation
  • Business partner due diligence and analysis of received data
  • Sanctions check of business partners / entities
  • Staff training in compliance and legal / tax matters
  • Implementation of a compliance function within the company and ongoing support of a local / regional compliance officer
  • Regulatory compliance
  • Compliance audits
  • External compliance officer function

We are glad to:

  • Train your local compliance officers in best practice standards
  • Assist you with our interdisciplinary team of lawyers, tax advisors, accountants, controllers, IT specialists, and other highly qualified and multilingual staff on the effective implementation of a compliance management system, carry out third party due diligence, and support the post-approval risk mitigation process.