Accreditation of representative offices and branches of foreign companies in Russia

Foreign companies can transact business in Russia through a representative or branch office. Doing business through a branch office or an accredited representative office does not require the formation of a Russian corporation.

Branches and accredited representative offices are not considered independent legal entities. At the same time a branch office of a foreign company has the right to carry out commercial activities on the territory of Russia on behalf of the foreign company.

Setting up a branch may be preferable to forming a Russian LLC / JSC if the foreign company is just starting to pursue business in Russia. Branches can be accredited for up to five-years.

The advantages of an accredited representative office include less frequent reporting requirements and greater latitude in issuing invitations for foreign partners to visit Russia on business visas.

Representative offices are usually accredited for one to three year terms. Up to five foreign employees may work with an accredited office of a foreign company.

Before a foreign company may begin doing business in Russia through an accredited representative office or branch office, it must register with the State Registration Chamber at the Ministry of Justice of the Russian Federation. A representative office may also register with the Russian Chamber of Commerce and Industry.

The list of required documents is, unfortunately, somewhat lengthy and the assistance of a lawyer familiar with the requirements is unavoidable. The attorneys and staff at Jus Privatum have considerable experience in dealing with these applications and take care of the accreditation process for you. We can also assist you if you wish to prolong the period of accreditation of your representative or branch office.

All documents from a foreign legal entity must be notarized and apostilled/legalized in the country of execution, and any document supplied in a language other than Russian accompanied by a notarized translation. An application letter for the accreditation of a representative office should be submitted to the appropriate accrediting body and must be accompanied by the following documents:

• The Charter (Articles of Association, By-laws) of the foreign legal entity;
• The registration certificate, Certificate of Incorporation, an excerpt from the trade register, or certificate of good standing of the foreign legal entity;
• The resolution of the foreign legal entity to establish the representative office in the Russian Federation and to appoint the chief representative(s);
• The regulation of the representative office;
• A bank letter confirming the good credit standing of the foreign legal entity;
• A document confirming coordination with the regional authorities of the Russian Federation on establishment of a representative office (not required for representative offices to be located in Moscow);
• General Power of Attorney issued to the chief representative(s);
• Power of Attorney for filing the application for accreditation on behalf of the foreign legal entity;
• The Accreditation Card containing information on the representative office, filled in accordance with a sample form of a particular accrediting body and signed by a representative of the foreign legal entity;
• The Certificate from the tax authorities in the country of the foreign legal entity's incorporation confirming that the foreign legal entity is registered as a taxpayer and specifying the taxpayer identification code;
• Two letters of recommendation from Russian trading partners (preferably Government bodies, social organizations, or 100% Russian-owned entities) on the official letterhead of the recommending organization; and
• A copy of a lease agreement or landlord guarantee letter, together with a document confirming the landlord's right to the property to be leased by the representative office.

Branch offices must be accredited by the State Registration Chamber in accordance with the 1999 Law on Foreign Investments. An application letter for the accreditation of a branch should be submitted to the SRC and should be accompanied by the following documents:

• The Charter (Articles of Association, By-laws) of the foreign legal entity;
• The registration certificate, Certificate of Incorporation, an excerpt from the trade register, or certificate of good standing of the foreign legal entity;
• The resolution of the foreign legal entity to establish the branch office in the Russian Federation;
• The regulation of the branch office;
• A bank letter confirming the good credit standing of the foreign legal entity;
• A document confirming coordination with the regional authorities of the Russian Federation on establishment of a branch office (not required for branches to be located in Moscow);
• General Power of Attorney issued to the Director of the branch office;
• Power of Attorney for filing the application for accreditation on behalf of the foreign legal entity;
• The Accreditation Card containing information on the branch office filled in accordance with a sample form of a particular accrediting body and signed by a representative of the foreign legal entity;
• The Certificate from the tax authorities in the country of the foreign legal entity's incorporation confirming that the foreign legal entity is registered as a taxpayer and specifying the taxpayer identification code;
• Expert opinions from the respective ministries of the Russian Federation (the Ministry of Energy, the Ministry of Natural Resources etc.) if provided for under the statutes of the Russian Federation; and
• Certificate of payment of a registration fee.

All documents from a foreign legal entity must be notarized and apostilled/legalized in the country of execution. Any document supplied in a language other than Russian must be accompanied by a notarized translation.

Following accreditation, the representative office or branch office must carry out a number of post-accreditaton procedures before it becomes fully operative, including registration with the State Statistics Committee of the Russian Federation, with the tax authorities of the Russian Federation, and with the Russian extrabudgetory funds.

We will be happy to lend you our assistance in personal accreditation of the foreign employees of the representative offices accredited by the State Registration Chamber of the Ministry of Justice of Russia.

Personal accreditation is mandatory for all foreigners working in representative offices in Russia. Russian citizens are also required to undergo personal accreditation when they are appointed as the head of a representative office.