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Opening a branch or representative office of a foreign non-profit organization in Russia

  • •
  • • Opening a branch or representative office of a foreign non-profit organization in Russia
27.01.2022
Кашаев Максим Павлович
Author:
KASHAEV MAXIM
Юрист
Free legal consultation
Legal services

In the article "Opening a Representative Office of a Foreign Company in Russia" we talked about the accreditation procedure for a representative office (branch) of a foreign commercial organization in Russia. In this article we will talk about opening a representative office (branch) of a foreign non-governmental non-commercial organization. This procedure is increasingly popular: foreign charitable foundations, unions and associations are opening their branches and representative offices in Russia. The procedure for opening branches and representative offices of foreign NPOs in Russia is radically different from the accreditation of branches of foreign commercial companies, which will be discussed below.

To begin with, let us talk about the differences between a branch and a representative office. A representative office differs from a branch in that it only represents and protects the interests of a legal entity and is not entitled to carry out any other activities. A branch is an economically autonomous subdivision of a legal entity located outside of its registered office and exercises all or part of its functions, including representative office functions (Article 55 of the Civil Code of the Russian Federation). That is, a branch has more powers than a representative office.

Foreign public organizations, associations (unions) may establish territorial branches, which are independent legal entities (not branches and representative offices). These branches are registered in Russia in accordance with the legislation of the Russian Federation in accordance with the general procedure of registration of non-profit organizations.

Please note! The legislation of the Russian Federation establishes a special procedure for registering representative offices of religious associations (a different set and content of documents, special features when submitting documents, and other deadlines for registration).

Step-by-step instruction “Entering information on the branch (representative office) of a foreign non-commercial organization in the Russian Federation”

Step 1: Prepare regulations on a branch (representative office) of a foreign non-profit organization

Regulations on the branch (representative office) of a foreign NPO in the Russian Federation shall be drawn up in a free form.  

The regulations on a branch (representative office) of a foreign NPO must necessarily contain the following information with respect to a branch or representative office of a foreign non-profit non-governmental organization in the Russian Federation:

  • name
  • goals, objectives and types of activity
  • sources of formation of property
  • management procedure
  • procedure for amending the regulations

In addition, to enter information on the branch (representative office) of the foreign NPO, prepare a separate document containing the objectives and tasks of the branch (representative office) in Russia.

Step 2: Make a decision on the establishment of a branch (representative office) of a foreign NPO in the Russian Federation and appoint a manager of the branch (representative office)

The decision to establish a branch (representative office) of a foreign NPO in the Russian Federation shall be made in accordance with the constituent documents of the foreign non-profit organization and the legislation of the country of its registration. It should be remembered that it is possible to submit a notification about the inclusion of information about the branch of a foreign NPO in Russia in the register within 3 months from the date of the decision to open a branch (representative office) in the Russian Federation.

Step 3. Prepare a notice of the opening of a branch (representative office) of an NPO and prepare a set of documents

The form of such notification was approved by Order of the Ministry of Justice of Russia No. 122 dated 28.06.2012. The notification must contain information on the founders and address (location) of the permanent governing body.

The notification must be signed by the head of the branch or the head of the foreign NPO (persons authorized by them). In any case, the notification shall also be certified by the governing body authorized to make the decision to establish the branch (representative office) of the NPO and by the seal of the NPO (if any).

In addition, in order to enter information on the branch (representative office) of a foreign non-profit organization, a copy of the constituent documents of the foreign legal entity must be duly certified.

Please note: All documents submitted to the Ministry of Justice for entry of information on a branch (representative office) of a foreign NPO are prepared and signed by authorized persons in the state language of the country of registration of the NPO, then a notarized translation of documents into Russian must be ordered. A document in the state language + a notarized translation into Russian is submitted to the Ministry of Justice.

Documents issued or certified by competent authorities of foreign states shall be submitted with consular legalization of these documents or affixed apostille, unless otherwise stipulated by the international treaty of the Russian Federation.

Documents containing more than one sheet shall be bound and the sheets shall be numbered. On the reverse side of the last page of each such document, a record must be made of the number of sheets in the document, certified by the signature of the authorized person. Erasures and corrections in the text of submitted documents are not permitted.

Step 4: Submit documents to the Ministry of Justice

In order to enter information on a branch (representative office) of a foreign NPO in the Russian Federation, the following documents must be submitted

  • notification of opening of a branch (representative office)
  • constituent documents of the foreign legal entity
  • the decision of the foreign legal entity on the establishment of the foreign branch, representative office in the territory of the Russian Federation
  • the regulations on the foreign branch, representative office in the Russian Federation
  • a document containing the objectives and tasks of the branch (representative office) in the Russian Federation
  • Power of attorney of the representative (if the documents are submitted by the representative)

The duty for entering information in the register of branches and representative offices of foreign NPOs is not paid.

Step 5: Obtain an extract from the register containing information on branches (representative offices) of foreign NPOs

The time period for entering this information into the register is 30 days. As a result, the Ministry of Justice issues an extract from the register of branches (representations) of foreign NPOs or refuses to be included in the register.

Based on statistics, 80% of refusals are issued due to the submission of an incomplete set of documents or their improper execution.

Step 6. Notify the Ministry of Justice of the address (location) of the branch (representative office) of the foreign NPO and its contact information within 7 days

Not later than 7 days after entry of information about the branch into the Register, its head notifies the Ministry of Justice of the address (location) of the branch or representative office and its contact telephone numbers.

Step 7. Obtain a tax registration certificate for the branch (representative office) of the foreign NPO

Step 8. Obtain statistic codes from Rosstat

Step 9. Obtain notifications of tax registration in non-budgetary funds

Step 10. Open a bank account and order a seal (if required)

The Dvitex law firm offers services for entering information into the register of branches (representative offices) of foreign non-profit organizations, registration of branches of foreign unions, public organizations, and associations in Russia on a turnkey basis with a guarantee of results. Read more here.

Opening a branch or representative office of a foreign non-profit organization in Russia

In the article "Opening a Representative Office of a Foreign Company in Russia" we talked about the accreditation procedure for a representative office (branch) of a foreign commercial organization in Russia. In this article we will talk about opening a representative office (branch) of a foreign non-governmental non-commercial organization. This procedure is increasingly popular: foreign charitable foundations, unions and associations are opening their branches and representative offices in Russia. The procedure for opening branches and representative offices of foreign NPOs in Russia is radically different from the accreditation of branches of foreign commercial companies, which will be discussed below.

To begin with, let us talk about the differences between a branch and a representative office. A representative office differs from a branch in that it only represents and protects the interests of a legal entity and is not entitled to carry out any other activities. A branch is an economically autonomous subdivision of a legal entity located outside of its registered office and exercises all or part of its functions, including representative office functions (Article 55 of the Civil Code of the Russian Federation). That is, a branch has more powers than a representative office.

Foreign public organizations, associations (unions) may establish territorial branches, which are independent legal entities (not branches and representative offices). These branches are registered in Russia in accordance with the legislation of the Russian Federation in accordance with the general procedure of registration of non-profit organizations.

Please note! The legislation of the Russian Federation establishes a special procedure for registering representative offices of religious associations (a different set and content of documents, special features when submitting documents, and other deadlines for registration).

Step-by-step instruction “Entering information on the branch (representative office) of a foreign non-commercial organization in the Russian Federation”

Step 1: Prepare regulations on a branch (representative office) of a foreign non-profit organization

Regulations on the branch (representative office) of a foreign NPO in the Russian Federation shall be drawn up in a free form.  

The regulations on a branch (representative office) of a foreign NPO must necessarily contain the following information with respect to a branch or representative office of a foreign non-profit non-governmental organization in the Russian Federation:

  • name
  • goals, objectives and types of activity
  • sources of formation of property
  • management procedure
  • procedure for amending the regulations

In addition, to enter information on the branch (representative office) of the foreign NPO, prepare a separate document containing the objectives and tasks of the branch (representative office) in Russia.

Step 2: Make a decision on the establishment of a branch (representative office) of a foreign NPO in the Russian Federation and appoint a manager of the branch (representative office)

The decision to establish a branch (representative office) of a foreign NPO in the Russian Federation shall be made in accordance with the constituent documents of the foreign non-profit organization and the legislation of the country of its registration. It should be remembered that it is possible to submit a notification about the inclusion of information about the branch of a foreign NPO in Russia in the register within 3 months from the date of the decision to open a branch (representative office) in the Russian Federation.

Step 3. Prepare a notice of the opening of a branch (representative office) of an NPO and prepare a set of documents

The form of such notification was approved by Order of the Ministry of Justice of Russia No. 122 dated 28.06.2012. The notification must contain information on the founders and address (location) of the permanent governing body.

The notification must be signed by the head of the branch or the head of the foreign NPO (persons authorized by them). In any case, the notification shall also be certified by the governing body authorized to make the decision to establish the branch (representative office) of the NPO and by the seal of the NPO (if any).

In addition, in order to enter information on the branch (representative office) of a foreign non-profit organization, a copy of the constituent documents of the foreign legal entity must be duly certified.

Please note: All documents submitted to the Ministry of Justice for entry of information on a branch (representative office) of a foreign NPO are prepared and signed by authorized persons in the state language of the country of registration of the NPO, then a notarized translation of documents into Russian must be ordered. A document in the state language + a notarized translation into Russian is submitted to the Ministry of Justice.

Documents issued or certified by competent authorities of foreign states shall be submitted with consular legalization of these documents or affixed apostille, unless otherwise stipulated by the international treaty of the Russian Federation.

Documents containing more than one sheet shall be bound and the sheets shall be numbered. On the reverse side of the last page of each such document, a record must be made of the number of sheets in the document, certified by the signature of the authorized person. Erasures and corrections in the text of submitted documents are not permitted.

Step 4: Submit documents to the Ministry of Justice

In order to enter information on a branch (representative office) of a foreign NPO in the Russian Federation, the following documents must be submitted

  • notification of opening of a branch (representative office)
  • constituent documents of the foreign legal entity
  • the decision of the foreign legal entity on the establishment of the foreign branch, representative office in the territory of the Russian Federation
  • the regulations on the foreign branch, representative office in the Russian Federation
  • a document containing the objectives and tasks of the branch (representative office) in the Russian Federation
  • Power of attorney of the representative (if the documents are submitted by the representative)

The duty for entering information in the register of branches and representative offices of foreign NPOs is not paid.

Step 5: Obtain an extract from the register containing information on branches (representative offices) of foreign NPOs

The time period for entering this information into the register is 30 days. As a result, the Ministry of Justice issues an extract from the register of branches (representations) of foreign NPOs or refuses to be included in the register.

Based on statistics, 80% of refusals are issued due to the submission of an incomplete set of documents or their improper execution.

Step 6. Notify the Ministry of Justice of the address (location) of the branch (representative office) of the foreign NPO and its contact information within 7 days

Not later than 7 days after entry of information about the branch into the Register, its head notifies the Ministry of Justice of the address (location) of the branch or representative office and its contact telephone numbers.

Step 7. Obtain a tax registration certificate for the branch (representative office) of the foreign NPO

Step 8. Obtain statistic codes from Rosstat

Step 9. Obtain notifications of tax registration in non-budgetary funds

Step 10. Open a bank account and order a seal (if required)

The Dvitex law firm offers services for entering information into the register of branches (representative offices) of foreign non-profit organizations, registration of branches of foreign unions, public organizations, and associations in Russia on a turnkey basis with a guarantee of results. Read more here.

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