An appropriate accrediting body must approve representative offices. There are numerous accrediting bodies authorized to grant such accreditation, including those responsible for the accreditation of representative offices in a particular industry - representative offices of foreign banks, for example, are accredited by the Central Bank of the Russian Federation. The bodies most frequently charged with the accreditation of foreign entities are the Chamber of Commerce and Industry of the Russian Federation (the “CCI”) and the State Registration Chamber at the Ministry of Justice of the Russian Federation (the “SRC”).
All documents from a foreign legal entity must be notarized and apostilled/legalized in the country of execution, and any document supplied in a language other than Russian must be accompanied by a translation which has a notarized certification.
Accreditation is usually granted for a period of up to three years, with the right to extension. An application letter for the accreditation of a representative office should be submitted to the appropriate accrediting body and must be accompanied by the following documents:
- The Charter or Articles of Incorporation (articles of association, or equivalent) of the foreign legal entity;
- The registration certificate, Certificate of Incorporation, or extract from the trade register of the foreign legal entity certifying that the parent is a validly existing legal entity under the legislation of its home country;
- The resolution of the foreign legal entity resolving to establish the representative office in the Russian Federation and to appoint the chief representative(s);
- The regulations which will govern the operation of the representative office;
- A bank letter confirming the good credit standing of the foreign legal entity;
- A document confirming coordination with the regional authorities of the Russian Federation on the establishment of a representative office (not required for representative offices to be located in Moscow);
- General Power of Attorney issued to the chief representative(s);
- Power of Attorney for filing the application for accreditation on behalf of the foreign legal entity;
- The Accreditation Card containing information on the representative office, filled out in accordance with a sample form of a particular accrediting body and signed by an authorized representative of the foreign legal entity;
- Certification from the tax authorities in the country of the foreign legal entity’s incorporation confirming that the foreign legal entity is registered as a taxpayer and specifying the taxpayer identification code;
- Two letters of recommendation from Russian trading partners (preferably Government bodies, social organizations, or 100% Russian-owned entities) on the official letterhead of the recommending organization; and
- A copy of a lease agreement or landlord guarantee letter, together with confirmation of the landlord’s right to the property to be leased by the representative office.
Branch offices must be accredited by the SRC in accordance with the 1999 Federal Law On Foreign Investments. An application letter for the accreditation of a branch should be submitted to the SRC and should be accompanied by the following documents:
- The Charter or Articles of Incorporation (articles of association, or equivalent) of the foreign legal entity;
- The registration certificate, Certificate of Incorporation, or excerpt from the trade register of the foreign legal entity certifying that the parent is a validly existing legal entity under the legislation of its home country;
- The resolution of the foreign legal entity to establish the branch office in the Russian Federation;
- The regulation which will govern the operation of the branch office;
- A bank letter confirming the good credit standing of the foreign legal entity;A document confirming coordination with the regional authorities of the Russian Federation on establishment of a branch office (not required for branches to be located in Moscow);
- A General Power of Attorney issued to the Director of a branch office;
- A Power of Attorney for filing the application for accreditation on behalf of the foreign legal entity;
- The Accreditation Card containing information on the branch office filled out in accordance with a sample form of a particular accrediting body and signed by a representative of the foreign legal entity;
- Certification from the tax authorities in the country of the foreign legal entity’s incorporation confirming that the foreign legal entity is registered as a taxpayer and specifying the taxpayer identification code;
- Expert opinions from the respective ministries of the Russian Federation (the Ministry of Energy, the Ministry of Natural Resources etc.) as required by the statutes of the Russian Federation for certain types of activities; and
- Documentation of payment of the registration fee.
All documents from a foreign legal entity must be notarized and apostilled/legalized in the country of execution. Any document supplied in a language other than Russian must be accompanied by a translation which has a notarized certification.
Following accreditation, the representative office or branch office must carry out a number of post-accreditation procedures before it becomes fully operative, including registration with the State Statistics Committee, with the tax authorities, and with the Russian social benefits funds.
Source: Doing business in Russia by Baker & McKenzie
