home Boiler room How to register an LLC with a foreign founder. Registration of an LLC with a foreign founder: detailed instructions Member of the company is a foreign company

How to register an LLC with a foreign founder. Registration of an LLC with a foreign founder: detailed instructions Member of the company is a foreign company

In accordance with the laws of Russia, foreign citizens can also conduct business activities on its territory by establishing any organizational and legal form of business permitted by the Civil Code of the Russian Federation, including an LLC. Registration of an LLC by a foreign citizen is practically no different from the creation of a similar company by a resident of the country, but still has several nuances enshrined in Russian legislation.

This form of entrepreneurship is called a Limited Liability Company with foreign investment. Moreover, it can be either an organization established by foreign persons, both individuals and legal entities, or an organization whose members include foreign citizens.

In accordance with the first option, it will be a company with 100% foreign capital, and in accordance with the second - a joint venture with equity capital.

The main difference from the generally accepted technology for creating a legal entity is the provision of additional documents.

First, let's look at what is required for a regular one.

Documents for the registration authority

If the founder is an individual

In this case, the tax authorities are provided with:

decision to establish a company. Its content includes the decision to create, the Charter is approved, the size of the authorized capital, data on the appointment of the management body. If there are several participants, such a decision will be called a Protocol and the size of the founders’ shares must be specified in it;
charter of the company. It is necessary to provide 2 copies, since one will remain with the Federal Tax Service, and the second will be returned to the owner. The Charter contains the most complete information about the LLC - name, location, size of the authorized capital, types of OKVED, data on the company's participants and other important aspects of the LLC's activities. The legislation now allows the use of standard forms of charter developed by the tax service;
application for registration. Application forms are taken from the Federal Tax Service or downloaded from their website. The signatures of the founders must be certified by a notary;
document confirming payment of state duty;
a letter of guarantee from the lessor to the legal address, if the registration of the LLC does not take place at the place of ownership of the founder.

And now the nuances that were mentioned. For a foreign citizen, in addition to the above papers, it is required to attach a copy of the applicant’s passport in his native language and its translation into Russian.

If the founder is a legal entity

In this case, the composition of the documents will be as follows:

charter;
protocol of the decision to create an LLC. Here, just like in the decision, the desire to establish a company is indicated, but by several participants. In addition to the provisions that are prescribed in the Decision of the sole founder, it is necessary to include information about the general meeting of shareholders and that all participants are unanimous in the chosen opinion;
the above statement;
receipt;
similar letter of guarantee

But, in addition to this, the founder - a legal entity, must additionally provide an extract from the trade register of the country where the founder is registered, and, accordingly, a translation of this extract into Russian, certified by a notary.

Registering an LLC yourself: video

Filling out the registration application

Since the opening of an LLC by a foreign citizen is permitted by law, form No. P11001 provides a special place for this.

In general, registration of a sample follows the same rules as usual, but there are some peculiarities. When filling out the application, you must indicate in the appropriate box the address of the place of residence in the country in which the founder, an individual, resides.

If the person is a legal entity, the data is filled in based on the specified extract from the trade register. Information about the place of residence and location in the Russian Federation is not indicated.

Certification of documents

As already noted when answering the question of how to open an LLC for a foreign citizen, almost everywhere requires translation into Russian and a visit to a notary

All documents that will be submitted to the tax authorities must have a mark of legalization at the consulate, an apostille and a translation of these documents and the apostille certified by a notary.

In general, registering an LLC by a foreigner is practically no different from legalizing a business by a Russian citizen.

The process of affixing an apostille is provided for by international agreements of the Russian Federation and other states. For some countries, a more simplified legalization procedure is provided. For example, this applies to the CIS countries.

Submission and receipt of documents

Documents can be submitted to the Federal Tax Service in person, through a representative with a notarized power of attorney, or by mail. If a foreign citizen is not able to come to Russia in person, his documents can be certified at the consular office of the country of his residence.

When sending completed documents using the postal service, it is better to make an inventory of the attachment and send a letter with acknowledgment of delivery.

Just as when creating an LLC by Russian persons, if the collected documents meet the requirements, after 5-7 working days you can receive ready-made registration documents at the place of registration of the LLC.

Underwater rocks

Tax legislation states that registration of an LLC by a non-resident does not affect the payment of taxes by this organization in any way - that is, tax requirements are similar to those established for Russian founders.

However, if we look at the Tax Code more deeply, we can see that the situation with the payment of dividends in a Russian LLC and in an LLC with foreign capital will be different.

Thus, according to the provisions of the Tax Code of the Russian Federation, if the owners of the company are Russian legal entities or individuals, then they will pay tax at a rate of 9%. Registration of an LLC with foreign investment provides for further payment of tax on dividends in the amount of 15%.

Finally, another unpleasant moment when opening such an enterprise may be the information that with a certain share of foreign capital ownership it cannot become a small business enterprise. And in this case, the organization will not be able to use simplified taxation.

So far, no more disadvantages have been noticed in creating an enterprise with foreign capital in Russia. Therefore, we can say that the creation of an LLC by a foreign citizen is a real and simple procedure.

FEDERAL ARBITRATION COURT OF THE FAR EASTERN DISTRICT

In the name of the Russian Federation

RESOLUTION
arbitration court of cassation instance
dated October 27, 2003 Case No. Ф03-А04/03-2/2026
(extraction)
The Federal Arbitration Court of the Far Eastern District considered the cassation appeal of the Interdistrict Inspectorate of the Ministry of the Russian Federation for Taxes and Duties No. 1 for the Amur Region against the decision of May 26, 2003 in case No. A04-777/03-9/57 of the Arbitration Court of the Amur Region at the request of Chinese citizen Xu Qiang to the Interdistrict Inspectorate of the Ministry of the Russian Federation for Taxes and Duties No. 1 for the Amur Region on recognizing the refusal of state registration as illegal and the obligation to carry out registration.
In accordance with Article 176 of the Arbitration Procedural Code of the Russian Federation, the resolution was made in full on October 27, 2003.
At the court hearing of the cassation instance, a break was announced in accordance with Article 163 of the Arbitration Procedural Code of the Russian Federation until October 20, 2003.
Chinese citizen Xu Qiang appealed to the Arbitration Court of the Amur Region with a statement to recognize as illegal the decision of the Interdistrict Inspectorate of the Ministry of the Russian Federation for Taxes and Duties No. 1 for the Amur Region (hereinafter referred to as the Inspectorate; tax authority) to refuse state registration of a legal entity - Far Eastern International LLC Trade Fair" (an enterprise wholly owned by a foreign investor) and asked to oblige the Inspectorate to carry out such registration within five days from the date of the decision.
By a court decision dated May 26, 2003, the claims of Chinese citizen Xu Qiang were satisfied. The refusal to register the company was declared illegal by the court as it does not comply with Article 23 of the Federal Law “On State Registration of Legal Entities.” The court ordered the tax authority to carry out state registration of Far Eastern International Trade Fair LLC.
The case was not considered by the appellate court.
The correctness of the judicial act taken in the case is checked in accordance with the procedure and within the limits of Articles 284, 286 of the Arbitration Procedural Code of the Russian Federation on the cassation appeal of the Inspectorate, which asks to cancel the court decision and refuse to satisfy the claims of Chinese citizen Xu Qiang.
In support of its arguments, the tax authority points to the court’s non-application of clause “d” of Article 12 of the Federal Law “On State Registration of Legal Entities” to disputed legal relations, which provides for the mandatory provision of extracts from the register of foreign legal entities to the registering authority when registering a legal entity, among other documents. the relevant country of origin or other proof of equal legal force of the legal status of the foreign legal entity - the founder.
Since an individual, in particular a citizen of the People's Republic of China, cannot possess such documents, then, in the opinion of the Inspectorate, a foreign citizen cannot be the founder of a legal entity - a limited liability company with 100% foreign investment.
The tax authority believes that the above-mentioned provision of the Federal Law limits the rights of foreign citizens to create legal entities on the territory of the Russian Federation, including limited liability companies, and does not contradict Article 4 of the Law of the Russian Federation “On the Legal Status of Foreign Citizens in the Russian Federation.”
At the court hearing, the representative of the Inspectorate supported the arguments of the cassation appeal in full.
Chinese citizen Xu Qiang, who was duly notified of the time and place of consideration of the cassation appeal, did not take part in the court hearing, but submitted a response to the complaint, in which he asked the court's decision to be left unchanged, citing its legality and validity.
Having studied the case materials, discussed the arguments of the cassation appeal and the response to it, and heard the opinion of the representative of the Inspectorate, the cassation court considers it necessary to cancel the appealed decision in part, based on the following.
As can be seen from the case materials, on February 13, 2003, Chinese citizen Xu Qiang applied to the Inspectorate for state registration of Far Eastern International Trade Fair LLC (an enterprise wholly owned by a foreign investor), submitting for registration the charter of the company, the decision on its creation and a document on payment of state duty.
- ConsultantPlus: note.
There appears to be a typo in the official text of the document: this refers to subparagraph “a” of paragraph 1 of Article 23 of the Federal Law of 08.08.2001 N 129-FZ, and not subparagraph “i” of paragraph 1 of Article 23, which is absent in the specified document.
- 02/18/2003 The Inspectorate made a decision to refuse state registration of the company in accordance with subparagraph “i” of paragraph 1 of Article 23 of the Federal Law “On State Registration of Legal Entities” due to failure to provide the documents necessary for state registration, as defined by the said Law. On 02/19/2003, in letter No. 09-33, the tax authority informed Chinese citizen Xu Qiang of the refusal.
From the contents of the letter it follows that the basis for refusing state registration of the company was the conclusions of the tax authority on the restriction by Federal Law of 07/09/1999 N 160-FZ “On Foreign Investments in the Russian Federation” of foreign citizens from participation in limited liability companies. In addition, the Inspectorate pointed out that the charter submitted for state registration does not contain information confirming that the founder has the right, in accordance with the legislation of the People's Republic of China, to make investments on the territory of the Russian Federation.
Having disagreed with the decision of the registration authority, Chinese citizen Xu Qiang challenged it in the arbitration court.
The court of first instance, having correctly established the circumstances of the case, proceeded from the fact that by virtue of Article 23 of the Federal Law “On State Registration of Legal Entities”, refusal of state registration is possible only in two cases: failure to submit the documents required for state registration as determined by this Federal Law and submission of documents to an improper registration authority.
In resolving the dispute, the court came to the correct conclusion that the Inspectorate’s requirement for the mandatory presence in the charter of information confirming the right of the founder in accordance with the legislation of the People’s Republic of China to make investments on the territory of the Russian Federation does not comply with the current legislation, in particular the Federal Law “On Companies with limited liability."
According to Article 62 of the Constitution of the Russian Federation, foreign citizens enjoy rights in the Russian Federation and bear responsibilities on an equal basis with citizens of the Russian Federation, except in cases established by federal law or an international treaty of the Russian Federation.
This provision is also enshrined in the Federal Law “On the Legal Status of Foreign Citizens in the Russian Federation”.
Foreign citizens, in accordance with Article 1196 of the Civil Code of the Russian Federation, enjoy civil legal capacity in the Russian Federation on an equal basis with Russian citizens, except in cases established by law.
Moreover, by virtue of Article 1202 of the Civil Code of the Russian Federation, issues of creating a legal entity are regulated by the law of the country where the legal entity is established.
Since the Federal Law “On Limited Liability Companies” does not contain such requirements for the charter, the court of first instance rightfully referred to the compliance of the charter submitted for state registration by citizen Xu Qiang with the requirements of Russian legislation.
The court’s conclusion that the legislation of the Russian Federation, in particular the Federal Law “On Foreign Investments in the Russian Federation” and the Federal Law “On State Registration of Legal Entities”, does not provide for restrictions on the right of a foreign citizen to create companies with limited liability.
The Federal Law “On Foreign Investments in the Russian Federation”, which establishes the basic guarantees of the rights of foreign investors to investments and the income and profits received from them, the conditions for the business activities of foreign investors on the territory of the Russian Federation, stipulates that foreign citizens can act as foreign investors.
Foreign investors, in accordance with Article 6 of the said Federal Law, have the right to make investments on the territory of the Russian Federation in any forms not prohibited by the legislation of the Russian Federation.
Thus, the tax authority’s argument that the above federal laws limit the right of a foreign citizen to create legal entities with foreign investments, in particular limited liability companies, was reasonably rejected by the court as not in compliance with the above legislative acts.
Since the reason for the refusal to register the company was the Inspectorate’s findings that the charter did not comply with the requirements of the law, the court rightfully declared the refusal to register on these grounds illegal. In this connection, the judicial act in this part cannot be canceled.
At the same time, the cassation instance considers erroneous the court's conclusions that the founder of a legal entity - a foreign citizen - does not have the obligation to provide the registration authority with a document confirming his right to make investments on the territory of the Russian Federation.
The court proceeded from the fact that the Federal Law “On State Registration of Legal Entities” requires the provision of such a document only from a foreign legal entity, and the expansion of the list of persons specified in this Law, as the court believes, is unlawful.
However, the court did not take into account the following.
According to Article 2 of the Federal Law “On Foreign Investments in the Territory of the Russian Federation”, foreign investors are foreign citizens whose civil legal capacity and legal capacity is determined in accordance with the legislation of the state of their citizenship and who have the right, in accordance with the legislation of the said state, to make investments on the territory of the Russian Federation.
A similar requirement is contained in the said article of the Federal Law for foreign investors - foreign legal entities.
Based on the principles of equality and ensuring stability of operating conditions for all foreign investors, enshrined in the above-mentioned Federal Law and the Constitution of the Russian Federation, the cassation instance considers legitimate the requirement of the registering authority to provide foreign citizens acting as foreign investors with documents confirming their civil legal capacity and legal capacity, which is determined in accordance with the legislation of the state of their citizenship, as well as the right, in accordance with the legislation of this state, to make investments on the territory of the Russian Federation.
The provisions of Article 2 of the Federal Law “On Foreign Investments in the Russian Federation”, taking into account the amendments made to this Law, have not undergone changes and are subject to application by the court when considering controversial legal relations.
These requirements, due to the arguments stated above, do not contradict Articles 9 and 12 of the Federal Law “On State Registration of Legal Entities”, which determines the list of documents submitted to the registration authority during the state registration of a created legal entity.
These documents are not included in the case file.
The photocopy of the letter dated October 27, 1995 N 107/1995 (case file 11), signed by the first secretary of the Consular Section of the PRC Embassy in the Russian Federation, according to which Chinese citizen Xu Qiang has the right to make investments and create enterprises abroad, is not may be accepted by the court as evidence confirming the legal status of the investor.
The specified document has a link to passport No. 140808742, meanwhile, from the case materials it follows that citizen Xu Qiang entered the territory of the Russian Federation using passport No. 149738236 (case sheets 15, 17, 18).
In addition, the arbitration court of the Russian Federation, in accordance with Articles 75, 255 of the Arbitration Procedural Code of the Russian Federation, accepts official foreign documents as evidence, subject to their legalization by the diplomatic or consular services of the Russian Federation in the state where the documents were produced.
Thus, foreign official documents, in the absence of legalization by Russian diplomatic or consular services, according to Article 68 of the Arbitration Procedural Code of the Russian Federation, cannot be considered admissible evidence in the case.
Since the case materials do not contain properly executed documents, the court did not have the right to oblige the Inspectorate to carry out state registration of Far Eastern International Trade Fair LLC. Therefore, the judicial act in this part is subject to cancellation, and the demands of Chinese citizen Xu Qiang in this part should be left unsatisfied, however, the latter, subject to compliance with the requirements of the Federal Law “On State Registration of Legal Entities” and the Federal Law “On Foreign Investments in the Russian Federation”, does not deprived of the right to apply for state registration of a limited liability company again.
Guided by Articles 284, 286 - 289 of the Arbitration Procedural Code of the Russian Federation, the Federal Arbitration Court of the Far Eastern District
DECIDED:
the decision of May 26, 2003 of the Arbitration Court of the Amur Region in case No. A04-777/03-9/57 regarding the assignment of the responsibility for registering Far Eastern International Trade Fair LLC to the Interdistrict Inspectorate of the Ministry of the Russian Federation for Taxes and Duties No. 1 for the Amur Region and refuse to satisfy the demands of Chinese citizen Xu Qiang in this part.
As for the rest, the court's decision is left unchanged and the cassation appeal is not satisfied.
The decision comes into force from the day of its adoption.

Thus, additional documents are required confirming civil legal capacity and capacity, which is determined in accordance with the legislation of the state of their citizenship, as well as the right, in accordance with the legislation of this state, to make investments on the territory of the Russian Federation. And don’t forget about their legalization.

From this article you will learn:

What you need to know before starting the procedure for registering an LLC with a foreign founder
Does a foreign founder need to be personally present during the registration of an LLC with his participation?
How does this procedure happen?
How to submit an application for registration electronically
How does registration occur with a digital signature?
Is it possible to register an LLC with a foreign founder at the MFC?
What documents must be provided upon registration?
What difficulties might arise?

Registering an LLC with a foreign founder, even with a standard procedure, can cause difficulties. Various nuances when filling out forms or registering employment relationships, which depend on the position held by a foreign citizen, can confuse even an experienced lawyer. This article will discuss how this complex, sometimes confusing, procedure is carried out correctly.

What you should remember before registering an LLC with a foreign founder

Russian legislation does not have any requirements regarding the citizenship of a person opening a limited liability company. The same applies to issues of further participation in the work of the enterprise; there is no restriction on membership in the LLC of foreign nationals. However, there are certain provisions that apply regardless of nationality:

An LLC is registered for one or several persons at the same time.
It is possible to register an LLC with a foreign founder – a legal entity or an individual.
The number of participants should not exceed 50 people.
If an LLC exceeds the number of co-founders prescribed by law, it must cease its activities or reorganize into a joint stock company.
Each co-founder has limited liability based on his share of participation in the LLC.
Any participant can leave the organization, regardless of the opinions and desires of the other founders.
The LLC undertakes to return to the withdrawing participant his contribution in cash or property equivalent no later than 90 days.
Any co-founder has the right to sell his share in the organization, unless otherwise provided by the charter. A change in the composition of LLC participants must be reflected in the relevant documents.

It is worth noting that the law prohibits the registration of the sole participant of an LLC - a foreign entity, if it is a company and has all the characteristics of a business entity. This point is very important because it prevents non-resident companies from being the sole founders of limited liability companies.

Other foreign investors in LLCs have rights equivalent to residents:

control;
profit distribution;
familiarization with accounting and other financial documentation at any time;
realizing your contribution to the company;
exit from the LLC;
distribution of the enterprise’s property in the event of its liquidation;
other actions specified in the charter.

Among the responsibilities of participants are timely contributions to the authorized capital of the organization and non-disclosure of information related to corporate secrets. The rest of the list of responsibilities of the founders is provided for by the company's charter.

Is the personal presence of a foreign investor in the Russian Federation necessary when registering an LLC?

The signing of the latest order of the Federal Tax Service of Russia No. ММВ-7-6/25 “On approval of forms and requirements for the execution of documents submitted to the Federal Tax Service for state registration of legal entities, individual entrepreneurs and farms” has significantly complicated the procedure for registering an organization with foreign co-founders. The main innovation relates to enterprise registration forms, where all LLC participants must be applicants.

Thus, the transfer of authority to one of them became impossible. Until this time, even one co-founder could act as an applicant. Now, the data of all participants in a limited liability company and their handwritten signatures in the application must be notarized.

If, to register an LLC, the founders, foreign citizens, cannot visit the Russian Federation to have the signature notarized, you can resort to several ways to resolve this issue.

Certification of the application for state registration at the consular office.

In Article 1 of the “Fundamentals of the legislation of the Russian Federation on notaries”, all notarizations on behalf of the Russian Federation on the territory of other countries are carried out by officials of the consulates of the Russian Federation who have the authority to carry out these actions.

But in practice there are many nuances. Therefore, it should be clarified whether a particular consular office has a convention, on the basis of which only certification of the signature of citizens of the sending state - the Russian Federation - will be legal.

In addition, based on clause 12 of Appendix No. 1 to Order of the Federal Tax Service of the Russian Federation dated November 1, 2004 No. SAE-3-09/16 “On Methodological explanations for filling out document forms used for state registration of a legal entity and individual entrepreneurs”, when creating a legal entity, section 12 of the application must be filled out by a notary, according to Art. 80 “Fundamentals of the legislation of the Russian Federation on notaries.”

In other words, if section 12 is filled out not by a Russian notary, but by a consul, the Federal Tax Service has formal grounds for refusing to register an LLC. But if suddenly there is a Russian notary at the consulate (which is very rare), then the main problem with the discrepancy in the status of the certifying person is solved.

Certification of the application by a foreign notary followed by translation and apostille.

Based on this, the content of the application for registration of an LLC with a foreign founder - a legal entity - must be presented in Russian and then translated into a foreign language. In this case, the applicant’s signature is certified by a foreign notary and apostilled on the translated copy of the application.

The next step is certification of the correctness of the translation into Russian by a Russian notary, with the participation of a qualified translator. The verified document is submitted to the tax authority. But in this case, there are also refusals for formal reasons, which may be related to the difficulty of scanning received papers.

The procedure can be simplified if a foreign notary can certify the application in Russian, if, for example, he is provided with a translation of the document to understand what it contains. At the same time, the notary revises the authority and certifies the founder’s signature on a separate page, filing it together with a Russian-language copy of the application. After this, an apostille is affixed to the documents, then the apostille itself and the sheet filed by the notary are translated. Then the translation is certified and submitted to the Federal Tax Service.

Registration of an LLC without the participation of a foreign citizen or legal entity with the subsequent entry of foreigners into the LLC.

That is, the opening of an LLC is carried out with those founders who can certify the signature in the application for state registration with a notary of the Russian Federation. Then a purchase and sale agreement is concluded or a document is drawn up to increase the authorized capital of the organization through investments of new co-founders, on the basis of which a foreign individual or legal entity is included in the number of participants in the registered company.

Of course, this process will take much longer, since registering an LLC with a foreign founder will take place in several stages. But this procedure will cost much less than the cost of air travel, rental housing, etc. However, given the complexity of many processes, foreign citizens prefer to pay all the costs and go through the procedure while strictly following the law, rather than looking for workarounds.

Purchase of a ready-made company with subsequent re-registration and inclusion of foreign participants in the LLC.

This is the most unattractive method from the point of view of foreign founders, which is still worth highlighting in this article.

In this case, a foreign individual or legal entity who plans to be the sole participant of an LLC and does not have the opportunity to register an organization on the territory of the Russian Federation (does not have Russian co-founders) can purchase a registered company. After the purchase and sale of a ready-made company, the current general director submits a package of documents to the Federal Tax Service to change the founders of the LLC and add a foreign citizen to their number. Further, the procedure is similar to the previous paragraph: the previous founder is excluded from the list of LLC participants, and the share belonging to this person is bought out by a foreigner or distributed to him.

Stages of the procedure for registering an LLC with a foreign founder

Below are step-by-step instructions for opening an LLC in the Russian Federation:

Determine the name and legal address of the future organization.
Select types of activities according to OKVED.
Collect the necessary package of documents to create an LLC.
Draw up the charter of the company.
Fill out the registration application.
Pay the state fee.
Submit a package of documents to the registration authority.

Registration of an LLC with a foreign founder can be carried out in several ways:

through the Gosuslugi portal or the official website of the Federal Tax Service;
personal appeal to the Federal Tax Service;
through the nearest multifunctional center.

Submitting an application for registration of an LLC with a foreign founder in electronic form

The general procedure for registering a company by a foreign citizen has been described above. Now it’s worth considering in more detail each of the possible options for processing documents.

In the first case, the application is submitted after registration and creation of a personal account on the State Services portal. It is important to note that this option only involves registering in the electronic queue of the Federal Tax Service with submitting a package of documents and paying a state fee.

If the registration of an LLC (founders are foreign citizens) is carried out through the official website of the Federal Tax Service, it will be possible to submit a package of documents only after preparing a transport container. Scans of documents are not accepted for consideration. This procedure involves downloading a special program from the official website for collecting and preparing a package of papers. This rule applies not only to foreign citizens, but also to residents.

Registration of an LLC with a foreign founder with a digital signature

The presence of an electronic signature greatly simplifies the registration of an LLC with a foreign founder. It makes it possible to verify the authenticity of the information presented in the document, as well as the entrepreneur’s possession of the signature key certificate. According to Art. 6 of the Law “On Electronic Signatures” dated July 1, 2011 No. 163-FZ, electronic forms of documents certified by electronic signatures have equal legal force with documents on paper certified by a handwritten signature.

Of course, digital signature greatly simplifies the procedure for interaction with the tax service in general and the process of registering a company in particular. But if the founder of the LLC does not have an electronic signature, he can resort to the services of a notary, who will send documents certified by his signature to the Federal Tax Service.

Is it possible to register an LLC with a foreign founder through the MFC?

Since 2018, registration of an LLC with a foreign founder - a legal entity or an individual - can be carried out at the MFC. However, the innovation has not yet affected all centers operating in Russia, so this point must be clarified in advance on the spot.

MFC provides its services only if you have a ready-made package of papers. It is also important to remember that some procedures may take some time. The reason for this is the smaller powers of multifunctional centers, which, in essence, are intermediaries between the applicant and the executive body (in this case, the Federal Tax Service). When contacting the MFC, as well as when registering an LLC on your own, the package of documents remains unchanged.

You can make an appointment at the MFC by registering on the official website of the nearest branch, or on the day of your visit at the reception of a physical office.

What documents are required to register an LLC with a foreign founder?

Registration of an LLC with a foreign founder has only a few differences from the same procedure with the participation of Russian citizens. The difference consists only in the package of papers required for submission to the tax service, and the nuances that arise in the situation described above, when the participant cannot personally come to the Russian Federation to fill out the application.

The standard list of documents that is submitted to the Federal Tax Service by both residents and non-residents opening an LLC includes:

receipt of payment of the state fee for opening an organization;
company charter and memorandum of association;
the decision to create an LLC recorded at the meeting of participants;
completed application form for state registration.

If a foreign investor participates in the establishment of an LLC, the above papers are accompanied by documents specified in one of two options:

1. For a founder in the status of an individual, a document proving his identity (passport, ID card, etc.), a certificate of residence of a participant who does not have a registration mark and lives outside of Russia is presented (there are no requirements for registration on the territory of the Russian Federation ).

2. If the co-founder is a foreign legal entity, then a standard package of documents required for registration of an organization is provided from an enterprise that is a resident of the Russian Federation:

copies of constituent documentation;
state registration certificate (notification or other supporting document);
extract from the Unified State Register of Legal Entities;
certificate of assignment of TIN;
a document confirming the existence of a current account (is a fact confirming the solvency of the enterprise);
if the applicant is not a manager, a notarized power of attorney for registration, certification of documents or opening an account.

What difficulties may arise when registering an LLC with a foreign founder?

The most discussed question regarding the registration of an LLC with a foreign founder: is there a requirement in this case for him to obtain a license to carry out labor activities in Russia? Russian legislation establishes an unambiguous requirement on this nuance: a foreign person who does not have a patent, residence permit or the ability to participate in the procedure personally can register a company. However, such a founder undertakes to transfer the authority to manage the organization to a person residing on the territory of the Russian Federation.

Another controversial question: does a foreign national who is the sole owner of an organization and its general director need a patent? The state does not formally require permission. Managerial positions are not subject to the requirement to comply with quotas for attracting labor resources. But in order to avoid possible troubles in relations with the FMS, it is still worth applying for a patent. In the judicial practice of the Russian Federation, there are cases when, when a dispute arose with the migration service, the court took the latter’s side, although this contradicts existing legal documents.

Many difficulties may arise at the stage of filling out the forms of some documents. For example, there are different standard requirements for the preparation of details in Russia and abroad. The following recommendations will help you avoid misunderstandings and unnecessary waste of time and money:

Certification of documents must be carried out only by a notary authorized to carry out activities in Russia.
When collecting the package of papers required for registering an LLC, the founders - foreign citizens can submit any foreign-style copies similar to the required ones, which contain basic data. For example, an extract from the register of legal entities, regardless of the name of this state resource, must contain the registration number of the legal entity in an alphabetic, numeric or alphanumeric designation.
If there is no data requested in the form, the corresponding fields should contain dashes rather than spaces.
Only data from translations of original foreign documents are transferred to registration applications.
If a foreign national does not intend to personally manage the company, he does not need an official residence permit in Russia. He can exercise powers by proxy, without direct presence. Otherwise, the presence of a foreign national on the territory of the Russian Federation must have a legal basis.

The presence of foreign investors in the Russian market has long ceased to be a curiosity. This circumstance is largely facilitated by the fact that registering an LLC with a foreign founder is not much different from the procedure that domestic companies or residents of the Russian Federation undergo. But even the latter sometimes find it difficult to understand all the legal intricacies. All this suggests that before proceeding with all the formalities, it is necessary to carefully familiarize yourself with all the intricacies of the process.

An enterprise with foreign investment is a company organized in accordance with the laws of the Russian Federation, the authorized capital of which is partially or fully owned, and the share of participation must be at least 10%.

In the recent Soviet past, enterprises with foreign investment were called joint ventures. After the collapse of the USSR, they received the name FII (enterprises with foreign investment), and the Law “On Foreign Investment in the Russian Federation” No. 160-FZ of 07/09/1999 established that on the territory of Russia such business entities can exist in any organizational and economic form.

At the same time, Russian legislation was required to ensure the same legal regime for the functioning of these companies along with Russian ones.

Today, a foreign enterprise can be created in several ways:

acquisition by a non-resident of the Russian Federation of a share or 100% of an existing company;
opening a representative office or branch of a foreign company.

To understand in more detail how a company of this order differs from all others, read the information about.

What is an LLC

The next information we have to become familiar with is: what is commonly called a limited liability company (LLC) and how does it differ from other commercial organizations?

An LLC is a commercial enterprise created by one or more legal entities or individuals who share one goal - doing business and making a profit.

What distinguishes an LLC from other forms of business is the simple procedure for its creation, which is probably simpler than just registering an individual enterprise.

Among the procedural requirements, the following features of opening an LLC can be distinguished:

the decision to organize it can be made by one person or several;
mandatory document - the charter of the enterprise;
completing the registration process and contributing authorized capital;
appointment of an executive person – director.

The beginning of the company's work is considered to be the receipt by the director of a copy of the charter, a certificate of registration and an extract from the Unified State Register of Legal Entities. All activities of enterprises of this form are strictly regulated by the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ.

What can an LLC do?

The enterprises in question have the right to conduct any activity that does not conflict with the Constitution of the Russian Federation and is not prohibited by federal laws.

In general, all areas in which an LLC can operate are conditionally divided into groups:

not requiring a license;
requiring a license;
requiring other approvals and agreements.

The usual areas of LLC work, including the case if the founder is a foreign legal entity, include:

Services – accounting, legal, consulting, household services, real estate, secretarial, translation and others.
Creative activities.
Provision of real estate for rent.
Rental of everyday items and household appliances.
Advertising.
Printing, publishing (this does not include products that require protection against counterfeiting).
Pedagogical activities of an individual nature.
Wholesale of goods.
Transport transportation (up to 3.5 tons).

In what cases is a license required?

The word “license” means a special permit that allows you to conduct a particular type of activity with mandatory compliance with the requirements and conditions of the licensing authority. The list of bodies that are authorized to issue these permits, as well as the list of areas in which a limited liability company can conduct its business activities, is determined by Decree of the Government of the Russian Federation dated January 26, 2006 No. 45.

So, preliminary obtaining of a license is necessary if a non-resident/resident of the Russian Federation performs the following types of work:

Implementation of encryption tools and their maintenance.
Direct services in the field of encryption and development of equipment for conducting this type of activity.
Identification of means intended to obtain information secretly.
Development of devices that protect confidential information, as well as production of this equipment.
Protection of confidential information.
Development, production and sale of technical means that allow you to obtain information secretly.
Production of counterfeit-proof printing, including securities forms.
Operation of fire, explosion and chemically hazardous production facilities.
Firefighting.
Installation of fire safety systems for objects and buildings.
Surveying works.
Restoration of architectural and historical monuments.
Carrying out geodetic work.
Mapping services.
Hydrometeorology.
Pharmaceuticals.
Production of medical devices and apparatus, as well as their maintenance.
Manufacturing of prostheses and orthopedic products.
Sea and inland water transportation of goods and passengers.
Passenger transportation of more than 8 people.
Rail transportation of goods, luggage and passengers.
Loading and unloading activities in inland water transport, seaports, and railway transport.
Disposal and disposal of hazardous waste.
Towing by sea transport.
Production and sale of gaming equipment.
Organization of gambling business.
Types of work related to scrap non-ferrous and ferrous metals.
Production and reproduction of phonograms on all types of audio and video media.
Audit.
Production of measuring instruments.
Medicine.
Creation of projects and construction of buildings (except for seasonal buildings).
Private search.

You can obtain a license only after the enterprise has been registered. To do this, in the application for company registration it is necessary to indicate in which direction the activity will be carried out. But it will be possible to start only after a license permit has been issued.

Restrictive and controlling measures by the state in relation to LLCs with foreign capital

We should not forget that since in the case we are considering the founder is a foreign company, there are a number of significant restrictions that affect its activities.

For example, LLCs with foreign founders cannot engage in:

disposal or repair of military equipment or machinery;
all types of work related to radioactive substances;
radio and video broadcasting in large volumes;
publishing and printing activities (if the volume exceeds 1 million copies);
development and sale of any types of weapons;
sale of pyrotechnic installations;
space activities;
production of medicines.

In addition to the ban on activities of strategic importance for ensuring the defense and security of the state, restrictions have also been established on the participation of foreign entities as founders of an insurance company or banking organization; This also includes the rental and purchase of land plots, including border and port areas.

But you can rent agricultural land only if the size of the foreign contribution exceeds half of all investments.

As for areas that do not contradict the requirements of the law, the rights and benefits of foreign investors are absolutely equal to those enjoyed by Russian entrepreneurs. This also applies to taxation and responsibilities imposed on business representatives, regardless of their country of residence.

A few words about the founders

A limited liability company can be created by a foreign person with absolutely any citizenship. Russian legislation does not provide for any restrictions in this matter, but you should be aware of some of its provisions:

You can register an LLC for one or several persons at once;
a foreign citizen can be a founder, being either an individual or a legal entity;
the maximum number of co-founders is strictly limited - there should not be more than 50 people;
if the number of participants established by law is exceeded, the LLC must either cease its activities or be reorganized into a joint-stock company;
the liability of each LLC participant is limited solely to his share of participation in the company;
any founder has the right to leave the enterprise at any time, even contrary to the opinion and wishes of other participants;
upon leaving the LLC, the company must return his share to this person or provide property of the same value within no later than three months;
any of the founders has the opportunity and right to sell their contribution to the enterprise, unless the company’s charter contains a prohibition on such an action. If the composition of participants changes, this must be reflected in the relevant documentation.

It is also very important to understand whether a foreign company can be the only participant in an LLC. Regarding this issue, the law states that if the role of founder is acted by, which is endowed with all the characteristics of a business company and consists of only one participant, registration of an LLC is prohibited.

As for the rights of all participants in an LLC with foreign investments, these include the following:

participation in the management process;
profit distribution;
familiarization at any time with documents that contain information about the financial situation;
selling your share in the company;
withdrawal from the founders;
distribution of property in the event of liquidation of the enterprise;
any other actions that are determined by the charter.

As for the responsibilities of these persons, they must make their contributions to the authorized capital of the company on time and not disclose information about the company’s activities.

LLC registration procedure

Now you should familiarize yourself with how a foreign citizen can open an LLC in Russia.

When registering, it is important to follow the step-by-step instructions:

Select the name of the future enterprise and its legal address.
Determine the type of activity to be engaged in and the corresponding OKVED codes.
Document the decision to create an LLC.
Prepare the charter of the future company.
Pay the fee.
Submit a complete package of documents to the tax authority.

There may be several ways to register a company with the participation of a foreign founder:

when contacting the Federal Tax Service (FTS) in person;
on the State Services portal or on the Federal Tax Service website;
through the multifunctional center (MFC).

Submitting an application electronically

A little higher, we outlined in general terms how to register an LLC for a foreigner, now we will tell you in more detail about each option. The first of them is submitting an application on the State Services portal, where you first need to register and create a personal account. Please note that in this way you can only sign up for the electronic queue at the Federal Tax Service to submit a complete package of papers and pay the state fee.

As for the tax service website, you need to take into account the fact that simply scanning and sending documents will not work; you need to prepare a so-called shipping container, which you can find on the Federal Tax Service website.

In other words, in order to open an LLC, a non-resident of the Russian Federation, as well as a Russian entrepreneur, will have to download a special program from the service portal that will help prepare and collect all the documents for filing an application, or do this without unnecessary registrations.

If there is a digital signature

Article 6 of the Law “On Electronic Signatures” dated July 1, 2011 No. 163-FZ, “information in electronic form signed with a qualified electronic signature is recognized as an electronic document equivalent to a paper document signed with a handwritten signature.” Thus, the establishment of an LLC with the participation of a foreign company is greatly facilitated if the founder has a digital signature.

It allows you not only to check the information contained in the document, but also the signature key certificate that belongs to its owner. It is important to remember that if the founder does not have a digital signature, he can contact a notary, who will not only take care of sending documents to the tax service, but will also certify all documentation with his electronic signature.

Contact the MFC

To relieve yourself of the burden of complex preparatory work, you can choose a different path. In 2019, registration of an LLC by a foreign citizen can be carried out through the MFC. Please note that today not all centers provide such a service, so it is better to find out everything in advance.

You should contact the multifunctional center only after all documents are ready. Do not forget about the delays that may accompany the provision of services. This is due to the fact that the MFC is not an executive body, but only performs the function of an ordinary intermediary between the applicant and, in this case, the tax service. The package of documents and other formalities in this case remain the same as if you carried out the entire procedure yourself.

You can make an appointment at the multifunctional center on the website of the department of your choice or directly on the day of the visit at the organization itself.

Documents for registration

The package of documents that foreign businessmen must collect differs from the one that must be submitted to Russian entrepreneurs; This is probably the main difference that is inherent in this registration procedure. And if we consider that this is the only factor that allows us to make a distinction, then maximum attention should be paid to it.

Package of documents for individuals

The document must be signed by all participants in the future enterprise either in the presence of a notary, or in the very body where the documents will be submitted. In the second case, certification of signatures is entrusted to an authorized tax officer.

Articles of association

This document can be classified as a constituent document; it plays the most important role in the package of all papers, since it defines the basic principles and rules of the LLC itself, including the relationships between all participants in the organization - between the founders themselves, between the founders and the manager. It also spells out the responsibilities and rights of all interested parties.

The charter must contain the following sections:

Name, address of the company.
Participants.
Activities.
Legal status.
Representative offices and branches.
Capital and the possibility of changing its volume.
Responsibilities, and with them the rights of participants.
Procedure for leaving an LLC.
Transfer of capital shares to participants or to a third party.
Inheritance of shares.
Distribution of profitable items.
Administrative bodies.
Meeting of participants.
Auditor and inspector.
Reports and accounting. Documentation.
Privacy issues.
Company liquidation procedure.

When preparing the charter, it would be useful to immediately decide how the confirmation of the decision to create an LLC will be carried out. It is much easier if this is any order permitted by law, if a notary is not too suitable for you.

Package of documents for legal entities

It is equally important to know what documents will be needed to register an LLC with a foreign legal entity:

Statement.
Charter
Memorandum of association.
The decision to create a company.
Extract from the register of legal entities of the country of citizenship.
Certificate that the applicant has been assigned a tax number.
Receipt for payment of duty.
Copies of passports of all participants.
A letter of guarantee, which will serve as confirmation of the provision of a legal address.

Please note that the main thing in this list is a document confirming the status of the founder if it is a foreign legal entity, namely an extract from the legal register of the country of his residence.

The decision to create a company is drawn up in any form, but in any case it must contain all the necessary information:

name and coordinates of the future enterprise;
list of participants;
information about the charter;
amount of capital, etc.

This decision is drawn up as the most ordinary minutes of a meeting of participants. Until recently, a document confirming the existence of an account was considered mandatory; nowadays there is no longer any need to present it.

A power of attorney may be required as an additional investment if the application is submitted through a representative.

Features of the process when the founders are several persons at once

The first thing to remember when a company is created by several persons: their presence will be required not only at the time of creating the main constituent documents, but also directly when submitting the application.

Moreover, each of the participants in the future enterprise will have to certify the following documents with their signature:

minutes of the meeting at which the decision to create an LLC was made (although this document can only be signed by the chairman of the meeting and the secretary, provided that a separate list of participants is maintained);
memorandum of association.

If documents will be submitted during a personal visit to the tax office, notarization of signatures will also not be required. As for other documents, the package should be supplemented by copies of passports and an extract from the legal register of the founder’s country of citizenship.

Legalization of documents

Please note that all types of documents must undergo legalization, that is, their legality must be confirmed with an apostille. Moreover, both the apostille stamp and the document itself will have to be translated into Russian, and the translation will have to be certified by a notary.

Only citizens of the CIS countries and other states that have signed the Convention on Legal Relations and Legal Assistance are spared from this need.

In any case, even if legalization is not required, any document or form that contains text only in a foreign language must be translated into the state language of the Russian Federation and certified by a notary. Identity cards containing double entries, one of which is in Russian, do not need translation.

LLC registration: duration of the procedure and financial costs

Of great interest, especially for businessmen just beginning their entrepreneurial journey, is the issue of financial investments at the initial stage. Let us immediately note that registering an LLC for a foreign citizen will cost the same as for a citizen of the Russian Federation.

It is necessary to draw up an estimate taking into account the region in which the procedure will take place, as well as the prices of an intermediary, if you decide to use the services of one. For this simple reason, it is quite difficult to name the exact amount spent on creating an enterprise with foreign capital. Only one thing is known for sure: the fee is 4,000 rubles.

To these expenses you will certainly have to add:

payment for notary services – 1000-2000 rubles;
printing - 1000 rubles;
opening a current account – up to 2000 rubles.

And this does not take into account the costs of photocopies and translations, which can also amount to quite a round sum.

As for the waiting period, as a rule, this period lasts no more than 5-7 working days from the moment you submit your application.

Is it possible to check the status of an application online?

Waiting for the IRS's verdict can be quite tedious. In order not to torment yourself with unnecessary doubts, you can resort to one of the services of the Federal Tax Service, which allows you to track what stage the application is at.

In order for this service to become available, two conditions must be met:

Create a personal account on the tax service website.
When submitting documents, receive a special serial number that is assigned to your application.

After entering the required characters in the required field, the system will give you an answer. If you do not have a personal account (which deprives you of many opportunities), you can call the department’s hotline and use the same application number to clarify the information.

Selecting a legal address

According to Russian law, providing an inaccurate address of the company's location entails one of the following consequences:

the company will not be able to refer to notifications that will be sent to an address where it is not actually located;
Registration may even be refused altogether.

In general, an address that can be characterized by at least one of the following characteristics is considered unreliable:

it does not exist in reality;
belongs to an object whose construction has not yet been completed;
cannot be the address of an enterprise carrying out economic activities, for example, a military unit is located there;
These coordinates are used by many more enterprises.

The law allows that a company, if it is not possible to acquire a legal address, can be registered at the place of residence of the head of the company, and several requirements must be met:

if the housing is not owned by the director, but, say, is rented, it is necessary to provide the owner’s consent to register this address as a legal one;
if in the course of work the director of the company was changed and he was one of the co-founders, it is not necessary to change the legal address if contact is maintained with the previous director;
if the director was not one of the founders and left his post, then the legal address will have to be changed.

What to do after registration

Much to the disappointment of novice businessmen, this process does not end with the registration procedure itself. Entrepreneurs still need to complete a number of steps before starting their business.

Registration with funds

The first thing to do after registration is to submit an application to the Pension Fund, which is obliged to assign the organization an individual payer number. For this you will need:

Statement.
OGRN.
A copy of the charter.
Extract from the Unified State Register of Legal Entities.
Letter with codes of permitted activities.

You will receive your number to which you will need to transfer contributions in the future within 24 hours.

The next organization is the Social Insurance Fund (SIF). Since the range of activities of companies is quite wide, the risks associated with labor protection also vary significantly. It is necessary to register with this authority in order to be able to cover the costs of sick leave and maternity leave.

You must contact the FSS within 10 days after receiving the documents from the tax office, in this case you must have:

A copy of the registration certificate.
A copy of the Taxpayer Identification Number.
Extract from the Unified State Register of Legal Entities.
Statistics codes.

As a result, the public representative must also receive a payer number.

Since 2011, registration with the Compulsory Medical Insurance Fund has been cancelled, since all powers of this authority have been transferred to the Pension Fund. However, it is necessary to issue a medical insurance policy for each employee, for which it is enough to sign an agreement with any insurer.

If the company’s activities are related to the areas provided for by Decree of the Government of the Russian Federation dated July 16, 2009 No. 584, then it will also be necessary to register with Rospotrebnadzor. This includes, for example, passenger transportation, hotel business, and catering.

Opening a bank account

The current account can be either ruble or foreign currency. The latter will be needed if funds to the enterprise fund are transferred in foreign currency. In this case, they will be transferred to a foreign currency account, converted into rubles and transferred to a ruble account, from which, in fact, the authorized capital will be paid.

To interact with the bank you will need:

Charter and agreement of founders.
Certificate of registration with the tax office.
Extract from the Unified State Register of Legal Entities.
Sample signatures.
Agreement on office lease or ownership rights.
An order appointing a director and an accountant.
Statistics codes.
Minutes of the meeting on the creation of an LLC.

You can open a bank account online on favorable terms if you use the free service for registering My Business LLC.

Order a print

A new business may need a seal; To order it, you will have to prepare several documents:

A copy of the company's charter.
Registration certificate.

With such a set of papers, an entrepreneur can contact any company that issues stamps. The main thing is to check that she has a license. Printing will take no more than 1 day.

If the foreign founder is located outside the Russian Federation

A fairly common situation is when a representative of a foreign state acting as a founder is not in Russia. There can be several ways to solve this issue:

If the registration of an LLC in Russia for non-residents can take place without their participation due to the impossibility or unwillingness to enter the Russian Federation, in this case the company can be registered with the assistance of partners - citizens of Russia. Any of the founders of the partnership enterprise can then act as an applicant.
A company can be organized in absentia when the founder, for some reason, cannot leave his homeland or cross the Russian border. In this case, you can contact intermediaries who will prepare and send all the necessary documentation. The foreign founder will only need to sign the papers, have them certified by a local notary and send everything back.

Difficulties in such circumstances can only arise if the foreigner intends to manage the business himself. In this case, his personal presence will be required.

Possible reasons for refusal of registration

The result of consideration of a submitted application for registration of an enterprise is not always positive. Sometimes it happens that you get rejected. According to the law, a decision on refusal is made within 7 days; most often, the applicant is sent an official letter indicating the reasons.

That is why it is best to know in advance what circumstances can lead to a negative verdict:

incomplete package of papers;
the information presented in the constituent documents does not correspond to the information in legal registers;
the documents on the establishment of the company themselves are drawn up incorrectly (to prevent this from happening, fill out the documents);
signatures were put by unauthorized persons;
there is no notarization where it should be;
the notarial form of documents is not observed;
unclear impressions of the required seals;
The documents indicate a so-called black legal address.

Actions in case of failure

In case of refusal to register a company, there are two options for solving the problem:

You can correct errors and inaccuracies in the documents and try to submit your application again.
You can prepare the necessary package of documents, attach to it an official refusal received from the tax service, and file an appeal against the decision in court.

In the second case, you will still have to enlist the support of an experienced lawyer, because it is important that the authorized person is well versed in Russian legislation. You should only turn to the second method when you are completely sure that the truth is on your side.

Taxes

The mandatory stage of going through all the necessary formalities is choosing the system according to which the company will be taxed. In relation to foreign companies, a simplified version of paying taxes is applied, namely the third group of single taxation.

The third group of single taxation is characterized by:

the annual income threshold should not exceed 60 million rubles;
no restrictions on the type of activity (except for those that are prohibited);
number of employees – no more than 50 people;
the tax amount is 2% of total income for VAT payers, and 4% for non-payers.

It is customary to include any type of income from all representative offices and branches as company income.

To better understand the intricacies and rules of this aspect of entrepreneurial activity, read the information about.

Can a foreign citizen take the position of director?

Another aspect that raises many questions and doubts concerns whether a non-resident can be the general director of an LLC. To begin with, let us remind you that in order to register a company, a foreigner does not need to - he just needs to hire the director of the company, who has Russian citizenship.

But what if a foreign businessman serves as both the founder and director of the enterprise? On this issue, the law is quite contradictory: on the one hand, managers are not subject to quota regulations; on the other hand, very often such companies have difficulties in court.

From this we can conclude that a foreign citizen - director of an LLC must still obtain a work permit in order to avoid further litigation with the migration service in court.

Pros and cons of creating an LLC

Do not forget about the advantages that this form of ownership provides to its owner:

the ability to open accounts for settlement transactions in various banks;
do business in the Russian Federation and abroad;
sign supply and sales agreements, that is, actively interact with other legal entities;
simplified registration procedure;
the opportunity to take advantage of simplified taxation;
purchase real estate or rent it;
obtain licenses, licenses and certificates that allow you to expand your field of activity;
Registration of a legal entity by a foreign founder - a legal entity, also allows you to obtain credits and loans for the development of your own business.

In other words, in terms of the range of actions and opportunities, in terms of the simplicity of its organization and functioning, a limited liability company can be placed at a level higher than other forms of business.

If we talk about shortcomings, then there are, of course, much fewer of them. The main ones include the limitation on the total number of participants (up to 50 people), as well as the need to make changes to the constituent documents in case of any changes in the composition of the founders and their shares in the enterprise.