What is an OOO?

An OOO (in Russian “Obchtchestvo s Ogranitschennoy Otvetstvennostuy”) is a company with limited liability, whose charter capital is split into shares. It is a form of commercial legal entity established in Russia that obtains its legal capacity through registration with the respective state authorities.

An OOO is established at a foundation meeting by one or more founders. At this meeting, the founders ratify a resolution to create a company, the management bodies, and the company charter.

The charter (foundation document of the company in Russia) contains all relevant data about the company, especially its name and headquarters, structure and capacity of its management body, and the partners’ rights and obligations.

The top management body is the general meeting of the founders, which happens once a year. The general meeting of the founders is exclusively responsible for all key decisions of the company and executes the management rights and control. The number of founders in a company can be up to 50. Otherwise, the company has to be transformed into a joint stock company within a year. The charter capital consists of the value of the partners’ deposits, with a minimum amount of RUB 10,000.

The OOO is fully responsible for its liabilities with its total assets. However, it is not liable for the responsibilities of its partners. Likewise, the partners are not responsible for the liabilities of the company and only bear risks in the amount of their own shares.

The main difference between an OOO and a Russian joint stock company is that the charter capital of the OOO is split into shares whose allocation is designated in the foundation documents, whereas the charter capital of a joint stock company is distributed according to the numbers of issued stocks. The foundation processes are similar. An essential difference is that for joint stock companies the process of issuing stocks has to be registered by the Central Bank of the Russian Federation.

Contact our expert:
Alex Stolarsky
Partner, Rechtsanwalt, Legal & Compliance, Moscow
+7 / 495 / 956 55 57