Effective January 1, 2015, a new regulation on opening and
closing branches and representative offices of non-Russian
companies shall come into force in Russia. The new regulation shall
significantly amend the registration application procedure and
requirements. A separate registration procedure shall apply to
branches and representative offices of non-Russian banks and
aviation companies. The new regulation specifies that the Russian
Central Bank and aviation authorities shall shortly adopt and
implement relevant registration procedures.
Effective January 1, 2015 the application form required for
registration (which is called in Russian "accreditation")
of a branch/representative office shall be filed with the Russian
tax authorities as opposed to the current procedure that requires
filing be made with the Russian Registration Chamber. The
authorities shall have 25 business days for review of the
application form and attached documents following which they shall
issue the registration certificate or reject registration of a
branch/representative office. The new procedure does not provide
for the separate registration of a branch/representative office as
a taxpayer. Taxpayer registration is done automatically by the
Russian tax authorities on the date of issuance of the registration
certificate. The same applies to the registration with the Russian
non-budget funds (i.e. Pension Fund and Social Security
Fund) – within 3 business days following issuance of the
registration certificate the Russian tax authorities shall transfer
all the required information regarding the newly registered
branch/representative office to the non-budget funds.
In order to file for the registration the applicant shall meet
the following registration requirements:
fill in the application form in a format prescribed by the
Russian authorities (in Russian);
provide the power of attorney with respect to the person who
shall file the application (apostiled and with the certified
translation into Russian by the public notary);
provide the decision of a non-Russian company to establish the
branch/representative office in Russia (apostiled and with the
certified translation into Russian by the public notary);
provide the by-laws and extract from the companies' register
of the non-Russian company establishing the Russian
branch\representative office and a power of attorney with respect
to the head of branch/representative office (apostiled and with the
certified translation into Russian by the public notary);
provide internal by-laws of the branch/representative office (in
provide comfort letter of a non-Russian bank confirming that the
non-Russian company is financially stable;
provide office cards certified by the Russian Chamber of
Commerce with respect to each employee of the branch/representative
provide confirmation of payment of the state duty.
The new regulation unlike previous one does not contemplate any
term for the validity of registration, i.e. the term for
the existence of a branch/representative office is unlimited. Once
the branch/representative office is registered the registration
shall not expire within any specified period as opposed to previous
regulation which provided 1, 2 or 3-year registration term that
shall require extension following its expiration.
There are certain grounds for termination of the registration
that shall be noted by the non-Russian company establishing a
branch/representative office. These are the following: (1) if
during the 12 month preceding the decision registration termination
the branch/representative office (i) has not been filing the
required tax and financial reports, or (ii) the Russian authorities
have not been able to reach the contact person of the
branch/representative office or (iii) back accounts of the
branch/representative office are inactive and (2) if the activity
of the branch/representative office contradicts national security
of the Russian Federation.
A significant issue to note for the branches/representative
offices that have been registered prior to January 1, 2015 and
which registration has not been expired prior to April 1, 2015 is
that these branches/representative offices shall submit certain
amount of information to the Russian tax authorities. The
information shall be submitted prior to April 1, 2015. The precise
set of documents and information required for submission to the
Russian tax authorities shall be adopted shortly. If submitted, the
registration of the branches/representative offices shall be deemed
extended until its expiration pursuant to the previously issued
registration certificate. If not submitted, following April 1, 2015
the branches/representative offices shall be considered
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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