RUSSIA - ST. PETERSBURG COMPANY REGISTRATION REGS

RUSSIA - ST. PETERSBURG COMPANY REGISTRATION REGS - IMI950403

TITLE: ST. PETERSBURG COMPANY REGISTRATION REGS

SUBJECT COUNTRY(IES): RUSSIA

POST OF ORIGIN: ST. PETERSBURG

SERIES: INTERNATIONAL MARKET INSIGHTS (IMI)

ITA INDUSTRY CODE(S): ZRG

AUTHOR: EKUZMINA

DATE OF REPORT (YYMMDD): 950403

APPROVING OFFICER: KZENS

OFFICER'S TITLE:

NUMBER OF PAGES: 3

Subject: imi: how to register a company in St Petersburg.

1. Companies starting business in russia, should be aware of the registration procedures currently in effect in the geographic area of their projected activities. The general procedures for registering a company in st petersburg are summarized below. However, companies should Consult a qualified legal or accounting expert to ensure their registration is handled properly. Although individuals and firms can manage their registration process themselves, it is usually Faster and more effective to employ expert services.

2. In St Petersburg, registration of foreign enterprises and entities with foreign investment is Carried out by the registration office of the foreign affairs committee in the mayor's office. New russian legislation on registration and foreign Investment is expected to be enacted, perhaps in 1995. In the meantime, registration procedures in St petersburg are still governed by the law on Foreign investment in russia of september 1, 1991, And regulations number 219-p signed by mayor Sobchak on march 15, 1994. Certain modifications In registration rules were required by the new Russian civil code, enacted january 1, 1995. In Addition, president yeltsin's decree 1482 "on the Regularization of state registration of enterprises And entrepreneurship on the territory of the Russian federation" of july 8, 1994, amended Certain aspects of registration. Nevertheless, the Basic procedures in st petersburg remain unchanged (as of march 1995.)

3. In general, foreign investors in russia can Register an enterprise, a joint venture, as well as Their subsidiaries and branches, or buy shares in An existing enterprise. Foreign investors should Note the following when registering their Enterprises in st petersburg: -- the minimum capitalization requirement in russia Currently is 1,000 times the minimum wage (mw); (the mw in march 1995 is 20,500 rubles, resulting In a minimum capitalization requirement of 20,5 Million rubles, approximately usd 4,270 at the Current exchange rate);

-- 50 per cent of the subscribed capital of a Limited liability must be paid prior to its Registration with the registration office;

-- the st petersburg registration office Discourages foreign companies from using leased Apartments or other residential facilities as the Legal address in their founding documents;

-- there is a 21-day deadline for registration of Enterprises with foreign investment, i.e. the Registration office must make a determination Within 21 days from receipt of the application and Accompanying documents;

-- the registration fees are paid in rubles and Must be deposited at the "Bank St.Petersburg":

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. Joint ventures and 100 per cent foreign-owned Entities with more than a 100-million ruble foreign Investment must register with the Gosudarstvennaya Registratsionnaya Palata pri Ministerstve Ekonomiki Rossiyskoy Federatsii (State Registration Chamber of the Ministery of Economy) in moscow, instead of the local office in St Petersburg. (historical note: the Decree 889 of August 14, 1992 transferred the registration competence from the Committee of Foreign Investments of the Russian Ministry of Finance to RAMSIR, thereby modifying decision 357 of May 28,1992. In addition, Decree 655 of June 6,1994 transferred this registration competence again, namely from RAMSIR to the Gosudarstvennaya Registratsionnaya Palata pri Ministerstve Ekonomiki Rossiyskoy Federatsii).

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4. Registration procedures

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To register an enterprise in st petersburg, a Foreign entity must submit the following documents To the city registration office: -------------------------

(a) for joint ventures:

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-- two copies of a written request for Registration. The request should include a Separate statement covering the scope of activities Of the enterprise in accordance with its by-laws. These documents must be signed by the founders (for Legal entities, the documents must also bear the Company seal);

-- two original copies of the by-laws of the Enterprise (or an original copy and an officially Notarized copy of this document);

-- a document indicating the financial soundness of The foreign partner issued by the company's bank or Other financial organization (with a russian Translation notarized by the russian chamber of Commerce and industry or the intourist bureau);

-- a certificate issued by the trade register of The foreign country (for foreign legal entities). Please note that for countries such as the united States, which do not have national registration, Alternative documents, such as documents of Incorporation, may be presented;

-- two original copies of the founding agreement (or an original and an officially notarized copy Thereof.) For individuals, the founding agreement Should be notarized. The founding documents - the By-laws and the founding agreement - must be signed By all founders. Western companies should be aware That the founding documents must also be signed by The russian partners, usually by the russian General director and his deputy or chief Accountant;

-- notarized copies of the founding documents of The russian partners. For state and municipally-Owned russian enterprises (those with a government Share more than 50 per cent), written agreement From the local property committee (kugi) also is Required;

-- in the event the subscribed capital of the joint Venture exceeds 500 million rubles, prior Permission form the anti-monopoly committee must be Obtained. A share of the foreign investor in such An enterprise may not exceed 100 million rubles;

-- a copy of the payment receipt certifying that The registration fee has been paid. The fee is 1.5 Times the minimum wage.

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(b) for a 100 per cent foreign-owned enterprise:

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-- two original copies of the by-laws of the Enterprise (or an original copy and an officially Notarized copy of this document);

-- two original copies of a written statement of Intent by the parent company to establish an entity In st petersburg (or an original copy and an

Officially attested copy of this document);

-- payment of a registration fee in rubles Equivalent to usd 200.

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-- an application for registration (which includes The scope of activities of the entity and a listing

Of its major russian partners);

-- an original of the by-laws of the parent foreign Company (or a notarized copy thereof);

-- a written statement of intent by the foreign Founder to establish an entity in st petersburg;

-- a certificate issued by the trade register of The foreign country (for foreign legal entities). For u.s. companies alternative documents, such as Documents of incOrporation, may be presented;

-- two copies of the charter of the representative Office in st petersburg.

These documents must be presented to mr albert Stepanov, chairman of the registration office in st Petersburg. The registration fee is usd 2,000 paid In rubles.

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(d) for a branch office:

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-- an application for registration;

-- a written statement of intent by the foreign Parent company to establish a branch office in st Petersburg.

-- two original copies of the charter of the branch Office in st petersburg (or an original and a Notarized copy thereof);

-- notarized copies of the founding documents of The parent company (with russian translation); The registration fee is usd 200 paid in rubles.

6. KEY CONTACTS:

ALBERT V. STEPANOV

HEAD OF REGISTRATION DEPARTMENT/DEPUTY CHAIRMAN

FOREIGN AFFAIRS COMMITTEE

THE ST PETERSBURG MAYOR'S OFFICE

6 ANTONENKO ULITSA

ST PETERSBURG 190000, RUSSIA

TEL: (812) 315-8156

FAX: (812) 312-6217

MIKHAIL V. MANEVICH

CHAIRMAN

THE COMMITTEE FOR MANAGEMENT OF PROPERTY (KUGI)

SMOLNY, 6 POD'EZD, 2ND FLOOR

TEL: (812) 278-1557

OLEG V. KOLOMIICHENKO

HEAD

THE ST PETERSBURG ANTI-MONOPOLY COMMITTEE

36 KAZANSKAYA ULITSA, ROOM 305

ST PETERSBURG 190107, RUSSIA

TEL: (812) 314-7914

FAX: (812) 319-9057

THE ST PETERSBURG CHAMBER OF COMMERCE AND INDUSTRY

46-48 CHIAKOVSKOGO ULITSA

ST PETERSBURG, RUSSIA

TEL: (812) 273-9831

FAX: (812) 272-6406

(FCS ST PETERSBURG/DRAFTED:EKUZMINA/CLEARED:KZENS)

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