The documents required to establish an accredited representative office or branch of a foreign company (Founder) are set out below. It is important to obtain tax advice before deciding on the identity of the Founder (eg, the jurisdiction in which the Founder is established is likely to be an important consideration).
A notarised and legalised or apostilled original application letter must be prepared, on the letterhead of the Founder, requesting accreditation from the relevant accrediting body. The letter must contain certain information about the Founder, including the date and place of its incorporation and its current business contacts with Russian companies and/or institutions. An indication of the Founder’s proposed business activities in Russia should also be included in the letter. At least four notarised copies will also be required.
A notarised and legalised or apostilled copy of the Founder’s memorandum and articles of association, charter or other relevant documentation. Additional notarised copies should be held available.
Confirmation of Incorporation of the Founder
A notarised and legalised or apostilled extract from the commercial register of the country of origin of the Founder or, if this does not exist, a notarised and legalised or apostilled copy of the Founder’s Certificate of Incorporation or Certificate of Registration. At least four notarised copies will also be required.
Regulations of the representative office or branch
A notarised and legalised or apostilled copy of the regulations defining the rights and obligations of the representative office or branch in relation to the Founder and the obligations of the head of the representative office or director of the branch. At least two notarised copies will also be required.
Under Russian law, the head of a representative office and the director of a branch have very wide executive powers over its day-to-day operations. Careful selection of this officer and other risk management checks are therefore of key importance.
Resolution of the board of directors
A notarised and legalised or apostilled copy of the resolution establishing the Founder’s representative office or branch in Russia and the appointment of the head of the representative office (or director in the case of a branch), drafted in accordance with the requirements of the relevant accreditation authority. The resolution must be signed in accordance with the constitutional documents of the Founder and dated no earlier than 30 days before it is submitted to the accreditation authority. At least four notarised copies will also be required.
Bank reference letter
A notarised and legalised or apostilled original letter, dated no earlier than six months before the date it is submitted to the relevant authority, from the Founder’s bank which states the Founder’s bank account number and that the Founder is known to the bank as a reliable client.
Power of attorney
A notarised and legalised or apostilled original power of attorney for the head of the representative office or director of the branch and for the person who is to make the application for accreditation. The power of attorney must be valid for at least one year but for no more than three years. At least four notarised copies will also be required.
A document which confirms the address in Russia of the representative office or branch of the Founder, such as a guarantee letter issued by the owner of the premises or a notarised lease contract, as well as a notarised copy of the certificate evidencing the owner’s ownership right.
It is essential that the representative office or branch establishes genuine business premises. In Russia, it is generally not possible (nor advisable, for security reasons) to have an address of convenience at the business premises of another organisation (the “brass plate” option available in some other jurisdictions).
If the representative office or branch is to be located outside Moscow or Saint Petersburg, evidence of the grant of all necessary consents by the relevant local authorities.
An information card in the form prescribed by the relevant accreditation authority providing all required details of the representative office or branch.
Certificate of tax registration
A certificate issued by the tax authorities of the country of origin of the Founder, confirming its registration. At least four notarised copies will also be required.
A notarised and legalised or apostilled copy of the passport of the head of the representative office or the director of the branch.
In the case of a representative office only, letters of support
At least two original letters of recommendation, dated no earlier than 30 days before they are submitted to the relevant authority, provided by Russian business partners who are clients of the Founder or with whom the Founder has commercial links. Each letter must bear the original signatures of the recommending Russian company or organisation.
It is strongly recommended that there should be the greatest possible consistency between the documents listed above (eg, as to signatories, place of signature, dates etc.) in order to reduce queries from the Russian authorities and consequential delay.
The Russian authorities will accept only original documents (and will not work with faxed or emailed copies). When sending documents from outside Russia, it is recommended that these are hand-delivered or, if sent by courier, sent in several packages to reduce the risk of delay caused by lost documents or customs hold-ups.
A notarised Russian translation of each document listed above (including of the notarised copies referred to at paragraphs: application letter, constitutional documents, confirmation of Incorporation of the Founder, regulations of the representative office or branch, resolution of the board of directors, power of attorney and certificate of tax registration is also required. Please see below for further details of the process of notarisation of documents and the preparation of translations.