If you want to start a business in Russia, you can decide on opening a new company, that may take between three and six weeks, or you can save time and buy a ready-made one.
In Russia you can buy a few types of ready-made or shelf companies. The most common types are the limited liability company (OOO) and the private (or closed) joint stock company. These types of companies have already been formed and they can be sold. A Russian shelf company has a founder, a director and a registered office and it is registered for VAT as well.
Purchase of a Russian company
Both individuals and legal entities can purchase a shelf company in Russia. The purchase is made by signing a share or stock (depending on the type of company) purchase agreement. After the purchase, the new owner will inform the relevant authorities about the changes brought to the company. In Russia a company must be bought completely, as the term “beneficial owner” is not accepted in Russia.
The shelf company in Russia has a general director, considering the Russian company law does not recognize the term nominal director, as other countries. This means the director of the company will be held fully liable for the business’ operations and he or she will have absolute power in the management of the company. Even if the director will give power of attorney to a third person, the liability cannot be transferred to this third person.
If you need details about purchasing a shelf company, you may contact a Russian lawyer.
Before purchasing a shelf company, the new owner should make all the preparations:
- register the new owner or owners,
- naming a new general director,
- move the company and register its new address,
- pay all the taxes.
After all changes have been made, an application stating the changes must be signed by the previous director of the company and submitted with the authorities. The application will be signed in front of a public notary.
The address of the new company cannot be a residential one, as it is restricted by the law to use a residential address for company registration. The company must have a physical address, as in Russia it is a common practice for the authorities to check the location.
The accounting and tax reports must be submitted with the authorities before purchasing the company as Russian companies do not have dormant accountancies. According to Russian laws, the director of a company must gain a salary, therefore before making a purchase, one has to make sure there are no tax liabilities.
If you need help in purchasing a company, our law firm in Russia can provide you legal assistance.