Appointment of the director of a legal entity
Is it mandatory to appoint a manager prior to registration? It is worth noting here that the appointment of a leader is desirable but optional at this stage. It should be clear to all that a legal entity cannot function without a manager. However, it can assign one after registration. Then, this question will be resolved in the framework of an extraordinary general meeting of participants (shareholders) or by a separate decision of the founder (single participant).
However, this function should not be abused. Without a leader, the registration process will stop at obtaining a staging statement; founders cannot open an account or receive digital books and signatures from the tax office.
Appointment of a foreigner as director
If a foreigner is appointed, the minutes of the constituent assembly or the founder's decision on the establishment must use the mention: "Appoint as a director ..... subject to the issuance of a special permit to enter into an employment agreement as of the date specified in such special permit."
Only foreigners from EEU Member States can work without the above-mentioned special permit. Participants in special legal regimes also benefit from a number of advantages in this area.
Registration of a legal entity: preparation of the articles of association
The articles of association of a legal entity must contain the information required by law. There are two approaches to preparing the articles of association. Some lawyers advise including as many rules as possible in the articles of association. Other lawyers believe that brevity is the sister of talent and advise their clients to use the simplest possible articles of association.
Registration of a legal entity: submission of documents to the executive committee
Registration of a legal entity is carried out by submitting a package of documents to the registration authority (executive committee). This package includes:
- application for registration of a legal person with the founder's questionnaire. This application can be downloaded from the website of the Ministry of Justice. It has a standard form and cannot be modified. It must be signed by the founders in the presence of the employees of the executive committee. Or, if there are more than three founders, it can be signed by a founder authorised by the protocol;
- articles of association signed by the founders, in two copies on paper and in electronic format;
- receipt for payment of the state duty in the amount of one basic unit. Details of the payment can almost always be found on the website of the relevant authority.
Only two documents are provided when a foreign entity applies for incorporation:
- legalised extract from the commercial register of the country of establishment. This document should not be more than one year old. However, it is better if it is not older than six months. This document must be issued by a public authority in the country of incorporation.
- copy of the passport (residence permit) of the foreign national founder. The passport of a foreign national must contain a notarised translation. Except for passports, in which all information is in Russian.
If the set of documents is prepared correctly, the executor of the registering body issues the articles of association with a seal of the registering office. He or she also issues a certificate of registration. However, the certificate of registration, unlike the charter, can be issued on the next business day.
Electronic registration of a legal person
The registration of a legal person in electronic form is currently available. In the case of electronic registration, paper originals of the documents are not provided, but electronic copies of the documents. This applies to the documents signed by the applicant as well as to the application for registration and the articles of association. Furthermore, these are documents whose preparation is related to obtaining signatures and seals of third parties: notarised copy of the foreign citizen's passport, extract from the commercial register of the country of incorporation of the founding legal entity, etc. All these electronic copies will be certified with the digital signature of the applicant. In this case, the applicant may be the direct founder or an authorised representative.
Thus, lawyers who obtain the electronic signature have the opportunity to register legal entities on the basis of electronic copies only. This opportunity is very convenient as it allows registering a company in one day. Even if the founder is far away and there is no possibility to send the documents quickly by post. In addition, it is important to note that no state fee is charged for registration in electronic form. At the same time, it increases the responsibility of the applicants.