Obligatory reregistration of representative offices in Russia

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Obligatory reregistration of representative offices and branches of foreign legal entities in Russia - Deadline: 1 April 2015

The amendments to the Federal law dated 09.07.1999 No. 160-FZ on “Foreign investments in the Russian Federation” (the “Law”) regulating the activity of the representative offices and branches of foreign legal entities in Russia came into force on 1 January 2015.

The provisions of the Law stipulate a unified procedure and time frames for accreditation of branches and representative offices of foreign legal entities, termination of their activities, and individual accreditation of foreign employees.

The amendments to the Law also state the actions to be performed by the relevant state authorities and the representative offices and branches of foreign legal entities in Russia.

1. Actions of responsible state authorities in connection with the Law:

a. The authorities of the State Registration Chamber of the Ministry of Justice (hereinafter referred to as “SRC”) are transferred to Federal Tax Authority No. 47 (hereinafter referred to as the “Tax Authority No. 47”) as a Federal body of executive power authorised by the Government of the Russian Federation,

b. SRC is obliged to provide Tax Authority No. 47 with documents on the representative offices and branches whose accreditation is valid from 1 January 2015 onwards. These documents must have been provided until 1 February 2015.

2. Actions of the representative offices and branches of foreign legal entities in Russia in relation to the Law must be performed until 1 April 2015. Failure to meet the established deadline will result in the expiration of the accreditation of the representative offices and branches of foreign legal entities on 1 April 2015.

a. getting the approval of Chamber of Commerce and Industry of the Russian Federation (hereinafter referred to as “Chamber of Commerce”) by the representative offices and branches of foreign legal entities in Russia of the number of their foreign employees.

Generally for these purposes it is necessary to follow the steps:

i. prepare and fill in already approved forms with the necessary information on the representative offices and branches of foreign legal entities in Russia to be provided to Chamber of Commerce;

ii. prepare and fill in already approved forms with the necessary information on the main foreign legal entity to be provided to Chamber of Commerce;

iii. file the documents to Chamber of Commerce, upon review of the set of documents, Chamber of Commerce will certify the number of foreign employees and issue a certified form to be provided to Tax Authority No. 47.

b. filing the necessary information and documents to Tax Authority No. 47 in order to enter the information about the representative offices and branches of foreign legal entities in Russia on the Register.

Generally for these purposes it is necessary to follow the steps:

i. get the approval of Chamber of Commerce of the number of foreign employees of the representative offices and branches of foreign legal entities in Russia (according to the procedure described in clause a. above);

ii. prepare and fill in already approved forms with the necessary information on the representative offices and branches of foreign legal entities in Russia to be provided to Tax Authority No. 47;

iii. prepare and fill in already approved forms with the necessary information on the main foreign legal entity to be provided to Tax Authority No. 47;

iv. file the documents to Tax Authority No. 47, upon review of the set of documents Tax Authority No. 47 will make an entry on the state register of branches and representative offices of foreign legal entities and issue a certificate from the very register.

All of the documents to complete the consecutive steps according to clauses a.i, a.ii and b.ii, b.iii above can be prepared and executed in Moscow by the head of the representative offices and branches of foreign legal entities in Russia.

Recommendations in this regard are to check the documents on accreditation of your representative office or branch of foreign legal entity and to revert to CMS corporate team for preparation of the required set of documents and for performing the actions aiming: (a) the receipt of the note on approval of the number of foreign employees from Chamber of Commerce and (b) the entry to be made on the state register of branches and representative offices of foreign legal entities.