Setting Up a Representative Office in Russia

Russia is still under economic and trade sanctions from the West, and this has meant the country has had to adapt and find new markets and trade corridors. At the same time, the devaluation of the Ruble has meant that Russia is very good value right now.

A combination of Russia looking to bring European technologies onto Russian soil rather than importing them, a new wave of turning to Asian investors, and a recovering economy has meant that Russia is once again becoming attractive to foreign investors. Although the issue of political objections can cause a higher element of risk than would normally be the case, the process of setting up a Representative Office is Russia is relatively easy.

Looking at the new dynamics of an increasingly eastern facing Russia is relatively simple, with the establishment of the Representative Office (RO) in the country a proven method for assessing the local market and its new dynamics. A RO also avoid any possible entrepreneurial risks, as they are cost centers only and not incorporations.

Russian RO advantages

Foreign employees of ROs do not need to obtain additional labor permits normally required for foreign workers if they have passed personal accreditation. The only condition is that the number of accredited workers employees has to be agreed with the state authority that accredits RO. Further, ROs provide for the following:

• Simplified method of accounting and tax reporting;
• ROs may claim back VAT and import duties from any assets and purchases that will be used for the purposes of running the RO purposes (such as cars, office machines and equipment);
• ROs can use a simplified, fast tracked banking scheme in Russia for withdrawal of finances for the parent entity.

After setting the goals and objectives for the Russian RO it is important to examine in detail all stages of the opening procedure in order to correctly distribute existing resources and evaluate the level of tax burden.

Applying for RO accreditation

ROs are not subjected to government registration. Instead, they need accreditation from the State Registration Chamber at the Ministry of Justice of the Russian Federation. The documentation requirements and administration procedures are as follows:

• Awritten petition containing all basic details of the parent company (business license, legal address, list of directors and shareholders, business scope),
• The purpose of setting up an RO in Russia, information on planned or existing collaboration with Russian companies.

The statutory documentation required from the parent company includes:

• A copy from the State Register of Legal Entities from the parent companies (a business license or tax registration certificate will suffice);
• Notarized Board Resolution permitting the establishment of an RO in Russia;
• Bank Reference from the parent company’s bank;
• Power of attorney granted to the person who will submit documents for the company to the State Registration Chamber in Russia, and for the person who will be the Legally Responsible Person (the Legally Responsible Person does not have to be physically based in Russia, and can be either a foreign or Russian national);
• A lease rental document identifying the RO address in Russia (a letter of guarantee from the lessor for the planned office rental);
• Any reference letters from Russian businesses partners or contacts if available.

All documents that are not in Russian need to be translated and notarized as true translations.

Registration and duty payment

After the State Chamber chooses to accredit an RO it will issue an initial accreditation certificate, registering it in the State Register of Accredited Representative Offices of Foreign Companies.

This document is issued no later than 21 working days from the date of application. This certificate is required for the opening of a bank account in Russia for the RO operations.

The applicant party is then provided with the number of bank account for the payment of a duty, currently RUB120,000 (US$2,100).

RO accounting and financial reporting procedures 

At this stage, arrangements should be made to transfer funds necessary for the purchase of equipment and services needed to set up the RO operations, including staff salaries and so on.

According to the Russian Accounting Law #402 (art.6), an RO can skip accounting record keeping if they perform accrual accounting. If they don’t perform accrual accounting they are required to complete accounting record-keeping.

In any event, the parent company of the RO will normally require monthly statements and cash balances. This means an accounting system should be implemented at this stage, together with receipts collected as the RO can claim back VAT and related taxes on purchases and any equipment import duties. A procedure to apply for a VAT registration needs to be carried out for this purpose.

Audit 

ROs are not generally required to file for an annual audit, except in the event of any excess funds being repatriated back to the foreign parent company, and closure. There are exceptions, such as an RO of Foreign Non-For-Profit, where Russia’s “Law of Non-Profit Organizations” dictates that any Russian based foreign non-profit organization has to provide an annual audit report to Justice Department.

Upon completing the document filings and duty payments, the local accrediting body is obliged to issue the permission for the RO to commence its activities in Russia. At the same time, the State Register Chamber issues a certificate proving RO registration in the Consolidated State Register of Representative Offices of Foreign Legal Entities. Upon receipt of this, the RO is considered legitimate from the date of receiving its accreditation.

Representative Office accreditation has no expiry time limit and is granted for an indefinite period. There is also no limit on the number of RO a Foreign Company may establish in Russia.

The State Register Chamber will also provide supporting services to RO concerning personnel accreditation, visas for foreign staff, and so on.

Approximate operating costs 

These are averages only, but typical for most Russian based ROs in Moscow or St. Petersburg:

• Bi-Lingual Office Manager: RUB 35,000 to 55,000 per month
• Corporate Manager: RUB 60,000 – 105,000 per month
• Grade A Office: RUB 1500 – 3000 per square meter
• Internet Access: RUB 3000 – 15000 per month
• Domestic Telephone Usage: RUB 3000 – 10,000 per month

Further market development: branch office and trading status  

Since ROs do not have the status of a separate legal entity, they may not perform commercial activities. Usually they are used for local market research purposes, marketing of their parent company activities, sourcing product and services, and so on.

Should the need arise, foreign companies in Russia may continue to develop their local operations by establishing a Branch Office of their parent company. This is a separate application process to the RO, however, with the additional registrations required at the Tax Bureau as Branch Offices may invoice and will have input and output accounting. However, they are allowed to trade and perform other related activities.

This article was originally published on March 22, 2017 and has been updated.