Open a Joint Stock Company in Russia

In 2014 the Russian Civil Code was amended (Federal Law No. 99-FZ, in force since 1 September 2014) in order to provide for a friendlier company registration process and to attract more foreign investors. One of the key amendments referred to the classification of joint stock companies. The new types of joint stock corporations acknowledged by the Civil Code are:

• –          the public joint stock company;
• –          the private joint stock company.

The main difference between the two types of entities is their purpose: the public company can trade on the stock exchange, while the private one cannot. Our lawyers in Russia can offer more information on the new Company Law.

Requirements to open a joint stock company in Russia

Foreign investors who want to open a private or a public joint stock corporation in Russia must to comply with the following share capital requirements:

• –          in the case of a public company, the minimum amount is 100,000 rubles;
• –          in the case of a private company, the minimum amount accepted is 10,000 rubles.

The shareholders of a public joint stock company in Russia must deposit 50% of the capital within the first 3 months after the company is registered with the Companies Registrar, while the other 50% must be deposited by the end of the first year of activity. The public joint stock corporation must also have a board of directors comprised of at least 5 members and an auditor.

Joint stock company registration in Russia

In order to register a joint stock company in Russia, no matter its type, the memorandum and articles of association must be prepared and filed with the Trade Register. Details of the shareholders and directors must also be submitted with the Trade Registry in Russia. In the case of public joint stock corporations, they must also register with the Russian Central Bank in order to be able to issue the shares intended for trade.

Foreign investors who have registered joint stock companies before the Civil Code was amended, need only to partially modify the name of the company with the Trade Register, according to Federal Law No. 99-FZ of 2014 amending the Civil Code.

For assistance in setting up a non-public or a public joint stock company, please feel free to contact our law firm in Russia.