Russia Company formation and Registration

Registration of a Corporation in Russia

Classes of Companies / Partnerships in Russia

It is possible to incorporate in Russia in one of the following forms:

  • A Limited Liability Company (with the suffix OOO).
    - No more than one person is required to found the company.
    - The company appoints two bodies of management, a "board of directors" and a "board of management".
    - The liability of the owners of the company is limited to the amount of capital invested.
    - The maximum number of shareholders is 50.
    - The company's financial statements must be filed in Russian (roubles).
  • An Open Consolidated Stock Company (with the suffix OAO)
    - The company may issue and offer shares to the public.
    - A shareholder may sell his shares without the consent of the other shareholders.
    - The company is managed by a board of directors.
    The board appoints the "board of management" that deals with the everyday management and operation of the Company.
    - The liability of the members is limited to the amount of capital invested.
    - The accounts and reports will be prepared in Russian.
    - The annual statements will be audited in roubles by an auditor.
  • A Closed Consolidated Stock Company (with the suffix ZAO)
    - This class of company is similar to the open stock company with a number of differences.
    - The company may not issue shares to the public.
    - The company may not issue shares to the public.
    - The consent of other shareholders is necessary for a shareholder to sell any of his shares in the company.

Further Registration of a Company in Hungary with Various Authorities

Apart from submitting the above documents for registration, the company must register with the following bodies:
  • The Central Office of Statistics (KSH)
  • National Income Tax (APEH)
  • Regional Income Tax
  • The (Regional) Court of Registration
  • The Institute of National Insurance

Hungary Forms of Incorporation

As a general rule, in Hungary it is possible to incorporate in one of the following forms:

A General Partnership (with the letters KKT added after the name of the Partnership)

All the partners bear unlimited liability in all that concerns joint undertakings.
It is important to point out that according to Hungarian Law, a partnership of any sort whatsoever is not a separate legal entity.

A Limited Partnership (with the letters BT added after the name of the Partnership).

At least one of the general partners has unlimited liability for the joint obligation, the other partners bear only limited liability.
It is legally possible for the general partner to be a limited liability company.
A partnership, whether general or limited, is not allowed to be a partner with unlimited liability in any other partnership.

A Joint Stock Company (with the letters RT added after the name of the Company).

A company of this sort may be a private company or a public company that is traded on the Stock Exchange.
A joint stock company may have a single shareholder, but its board of directors must have at least 3 members but no more than 11.
The shareholders in a private joint stock company may appoint a CEO instead of a board of directors.
There is a legal requirement for a minimum share capital of HUF 20 million of which HUF 10 million or 30% of the capital (whichever is the higher) shall be paid in cash.
According to the Companies Law, banks, insurance companies and investment corporations must incorporate as joint stock companies.

A Limited Company (with the letters KFT added after the name of the Company)

As distinct from an RT company, a company of the KFT category may not raise capital from the public.
The shareholders have limited liability.
The minimum equity must be in excess of HUF 3 million, of which at least HUF 1 million or at least 30% of the total capital (whichever is the higher) must be paid in cash.
Similarly, each shareholder must have a minimum share capital of HUF 100,000.
A KFT company with a single shareholder or a company with a registered share capital in excess of HUF 50 million is obliged to submit audited accounts.

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