Procedure of establishment of the representative office and branch of the foreign company
A branch of the foreign legal entity fulfills a part of functions or all functions, including functions of the representative office, on behalf of the foreign legal entity that established it (parent organization).
A branch of the foreign legal entity on the territory of the Russian Federation can be established only provided that the goals of establishment and activity of the parent organization are of commercial nature and the parent organization bears immediate property responsibility for assumed obligations of the branch.
A branch of the foreign legal entity is subject to accreditation on the territory of the Russian Federation. Responsibility for accreditation of the branch of the foreign legal entity is imposed on the Ministry for economic development of the Russian Federation. Hereby fulfillment of the procedures of accreditation of the branches of foreign legal entities is imposed on the federal budgetary institution «State Registration Chamber under the Ministry of Justice of the Russian Federation».
The procedure of accreditation of the branch begins from submission of the established set of documents to the State Registration Chamber.
The set of documents provides for submission of the application. The application shall be signed and provided directly by the supervisor. In this case the document, confirming his powers shall be attached to the application. The application can be signed and provided by the authorized representative. In this case the document, confirming his powers shall also be attached to the application.
Foreign documents shall be accepted by the registration authority only with the original marks of consular legalization, unless release from these procedures is provided for by the international treaties of the Russian Federation, together with the translation into Russian, certified by a notary or in a consular foreign institution. These documents shall be valid for 6 months to one year after the date of issue, depending on their type.
Passage of accreditation of the branch of the foreign legal entity and receipt of the permit thereto is subject to the state duty at the rate of 120,000 rubles for each branch.
As per the results of accreditation the following shall be issued to the foreign legal entity:
- certificate of accreditation and inclusion of the branch in the state register,
- regulation on the branch with a stamp of accreditation,
- accreditation cards of the employees of the branch and their family members,
- memos on the need to submit information on activity of the branch to the State Registration Chamber.
A branch of the foreign legal entity shall have the right to conduct entrepreneurial business on the territory of the Russian Federation from the day of its accreditation.
A representative office of the foreign organization is a separate subdivision of the legal entity, situated outside its location, which represents the interests of the legal entity and exercises their protection. Consequently, as it is shown above, activity of the branch is wider than activity of the representative office. A representative office fulfills only functions of representation and protection of interests of the parent organization.
As for the procedure of accreditation of the representative office, it corresponds to the procedure of accreditation of the branch – by the list of documents, submitted for state accreditation, amount of the state duty, list of documents, issued upon completion of the procedure of accreditation.
©The material is prepared by Gavrilova S.V., expert lawyer of «RosCo»
November 28, 2013