Company Formation: Russia Legal Services

Under the Civil Code of the Russian Federation, business enterprises are established in the following corporate forms:

• limited liability companies (here an abbreviation "OOO" is commonly used),
• additional liability companies;
• privately held, closed joint-stock companies ("ZAO"),
• publicly held, open joint-stock companies ("OAO"),
• other business partnerships and companies provided for by the Civil Code of the Russian Federation.

Additional legislation has been passed governing the establishment of limited liability companies and joint stock companies, notably the Federal Law on Limited Liability Companies, dated February 8, 1998, and the Federal Law on Joint Stock Companies, dated December 26, 1995. These two forms of corporate structure are the most popular with the foreign investors.

Beginning July 1, 2002, when the new Federal Law on State Registration of Legal Entities entered into force, all commercial and non-commercial companies should be registered with the local Russian tax inspectorates (based on their legal address in Russia). Documents for the purpose of company state registration are to be prepared and submitted to the local tax inspectorate in accordance with the Civil Code and the Federal Law on State Registration of Legal Entities.

Russian company incorporation procedure should occur within five days of the receipt of company registration documents, for a fee of RUR 2,000 (about USD 70).

An individual may also engage in business activities in Russia if he/she is registered as an individual entrepreneur.

JUS PRIVATUM Russia law firm carries out registration procedures of individual entrepreneurs and company formation. Legal services provided by JUS PRIVATUM in Russia are diversified and thorough.

JUS PRIVATUM corporate consultants have substantial experience in the company incorporation of limited liability companies (OOO), closed and open joint-stock companies (ZAO and OAO).

The only additional requirement in respect of incorporation of JSCs is the registration of the issuance of the JSC shares with the Federal Service for the Financial Markets of the Russian Federation (the "FSFM"), which replaced the former Federal Commission for the Securities Market (the "FCSM") in March 2004. In addition to incorporation of a joint-stock company our attorneys are ready to offer you assistance in registration of issue of securities A JSC can issue common shares and/or several classes of preference shares. The total value of a JSC's preference shares may not exceed 25% of its charter capital.

The corporate practice at JUS PRIVATUM includes the following services:

• drafting a set of registration documents of a legal entity,
• company state registration with the authorized Russian tax inspectorate,
• company registration as taxpayer,
• approving the seal design and manufacturing the corporate seal,
• company registration with the State Statistics Committee,
• ücompany registration with the state extrabudgetory funds (the Social Security Fund, the Pension Fund and the Fund of Compulsory Medical Insurance).

We will also assist you in opening a RUR and/or currency bank account for the newly formed company in a bank of your choice.

Apart from actual company incorporation, JUS PRIVATUM corporate practice includes preliminary tax planning for the newly formed company or its structural subdivision.

JUS PRIVATUM attorneys also advise on company reorganization (merger, acquisition, consolidation, etc.) and liquidation of Russian legal entities.

In addition to initial company incorporation in Russia, our Russian law firm offers services on company registration of subsequent amendments to the incorporation documents of legal entities.

Registration of amendments to incorporation documents of a legal entity includes changes in the name of a legal entity, in its location, in the composition of its founders (participants), increasing / decreasing amount of the charter capital of a legal entity, as well as amendments of other provisions of the legal entity's incorporation documents.

Upon request of the client we are ready to offer you full accounting services to your company. We can also provide full service business incorporation. Russia legal services are needed at various stages of company formation. Our experience will enable us to provide you with excellent legal services and consultation.

As an international corporate law firm, we also advise and provide services for offshore business incorporation. JUS PRIVATUM maintains close business relations with foreign incorporators.