Создание иностранных филиалов и представительств в РФ – новая статья Валентина Петрова, партнера адвокатского бюро ЕМПП
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 Russian);
- 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 office;
- 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 terminated. Article on www.mondaq.com