As a general rule, a foreign citizen or a foreign company can act as a founder (one of the founders) of a Russian organization. Such an organization is subject to state registration on the territory of the Russian Federation (Art. 6, Clause 2, Art. 20 of the Law of 09.07.1999 N 160-FZ).

At the same time, the legislation of the Russian Federation provides for certain restrictions for foreign citizens and legal entities. For example, they are not entitled to:
• act as founders of mass media, unless otherwise provided by an international treaty of the Russian Federation (Article 19.1 Law of the Russian Federation of December 27, 1991 N 2124-1);
• be founders of private security organizations (Article 15.1 of the Law of the Russian Federation of 11.03.1992 N 2487-1).

Documents required when registering an LLC with a foreign founder

Registration of an LLC with a foreign founder - a legal entity has its own characteristics. An extract from the register of foreign legal entities of the country where the founder - "foreigner" is registered, must be attached to the standard package of documents that must be submitted to the tax authority for registration of an organization upon creation. Or another document confirming the status of a foreign legal entity (subparagraph "g" of article 12 of the Law of 08.08.2001 N 129-FZ, item 18 of the Administrative Regulations, approved by the Order of the Ministry of Finance of 30.09.2016 N 169n).

In this case, the extract from the register must be translated into Russian and this translation must be certified by a notary (clause 6, part 1, article 35 of the Fundamentals of the legislation of the Russian Federation on notaries, approved by the RF Armed Forces on 11.02.1993 N 4462-1). Since the office work in the Russian Federation is conducted in Russian (clause 1 of article 16 of the Law of the Russian Federation of 10.25.1991 N 1807-1). Also, the translation can be certified by officials of the consular offices of the Russian Federation abroad (clause 7, part 1, article 38 of the Fundamentals of the legislation of the Russian Federation on notaries, approved by the RF Armed Forces on 11.02.1993 N 4462-1).

In the application for state registration of a legal entity upon creation according to the P11001 form (Appendix No. 1 to the Order of the Federal Tax Service of 01/25/2012 No. ММВ-7-6 / 25 @), information about the founder - a foreign company is reflected on sheet B (clause 2.8 of the Requirements, approved . By order of the Federal Tax Service dated 25.01.2012 N ММВ-7-6 / 25 @, hereinafter referred to as Requirements). It states here:
• the name of the organization in Russian transcription;
• country of origin code in accordance with the All-Russian Classifier of World Countries OK-025-2001 (Resolution of the Gosstandart of Russia of 12/14/2001 N 529-st) and the address of the location of the foreign legal entity in the country of origin;
• date of registration of the "foreigner", registration number, name of the registering authority;
• TIN assigned by the tax authorities of the Russian Federation - if available;
• information on the share in the authorized capital - its nominal value and the size of the share in the form of a fraction or as a percentage.

Registration of LLC with a founder of a foreign citizen
When registering an LLC, in which the founder is a foreign citizen, you will need to translate his identity document (usually a passport), and also notarize the translation. Indeed, the application on the P11001 form must contain information about each founder - an individual, including a foreigner (clause 2.9 of the Requirements). Moreover, in Russian and in accordance with a translation document certified by a notary.
Information is reflected on sheet B of the form. Obviously, some columns on the sheet may remain empty. For example, if a foreign citizen does not have a middle name, TIN, OGRNIP.


My name is Sergey Konon, I am a certified tax lawyer, a member of the chamber of tax consultants of Russia and a partner of Vita Liberta Limited, a Russian consulting company in the field of corporate and tax law.

Get in touch with us: konon@vitaliberta.com

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Disclaimer: This video is not the equivalent of professional legal advice. Konon Sergey is not liable for any actions taken by anybody. For any professional advice regarding particular case, please contact our office (What's up): +79269205551

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