Registering a Russian company is the easy part; keeping it in good standing year after year is where foreign parents quietly slip. The obligations are modest but specific, and the failures don't show until a sale, a dispute or a notary check exposes them.
Hold (or minute) an annual meeting by 30 April, notarise the decision unless your charter opts out, register any changes in the state register on time, and approve major and interested-party transactions properly.
Skipped or improperly documented decisions can be invalid — and that invalidity surfaces at the worst time: a sale, a bank or notary check, a dispute, or an FTS review.
A Russian company is not a set-and-forget structure. Once registered, it carries recurring corporate obligations that exist independently of its tax and accounting filings — holding an annual meeting, documenting decisions correctly, keeping its register current, and registering changes with the authorities on time. None of it is onerous, but all of it is specific, and it is exactly the layer foreign parents tend to overlook because it has no obvious equivalent at home.
The obligations apply in full to a wholly foreign-owned company, including one with a single participant. Being the sole owner does not remove the requirement to hold and document the annual meeting — it simply changes its form from a meeting to a sole-participant decision.
Every Russian limited liability company must hold a regular annual general meeting of its participants to approve the results of the previous financial year — the annual financial statements and annual report. Under Article 34 of the Law on Limited Liability Companies, the meeting must be held between 1 March and 30 April, that is, no earlier than two and no later than four months after the financial year ends.
The meeting also typically decides on profit distribution (including whether to pay dividends), the appointment of an auditor where one is required, and any major or interested-party transactions that need approval. For a company with a single participant, there is no meeting as such — but the sole participant must still adopt a written decision approving the annual results within the same deadline. Skipping it because 'we are the only owner' is one of the most common mistakes foreign parents make.
Annual meeting or sole-participant decision: between 1 March and 30 April. Minutes and decisions: kept permanently. Register changes: filed within a few working days of the change.
This is the point almost no foreign parent knows about, and it invalidates more decisions than any other. Since a Russian Supreme Court position took effect at the end of December 2019, decisions of an LLC's general meeting — and, critically, decisions of a sole participant — must be certified by a notary, unless the company's charter (or a unanimous prior decision) provides for an alternative method of confirmation, such as signing by all participants.
These are the three gaps we find most often:
The practical effect is stark: if your charter does not opt out of notarisation, every annual decision and every corporate resolution your foreign parent signs abroad and sends to Russia may be legally defective without notarial certification. Companies routinely discover this only when a notary or a buyer's lawyer refuses to accept a years-old decision during a transaction.
There are two clean fixes: amend the charter to specify an alternative confirmation method (a one-time exercise), or route decisions through proper notarisation. Which is right depends on how your decisions are actually taken and by whom.
If your charter doesn't opt out, every sole-participant decision and general-meeting resolution needs notarial certification — decisions signed abroad and sent to Russia can be legally defective without it. This invalidates more corporate decisions than anything else, and it surfaces during transactions.
Whenever certain facts about the company change — the general director, the legal address, the charter, the share capital, or the ownership — the change must be registered in the state register (ЕГРЮЛ) within short statutory deadlines, typically a few working days. The register is the authoritative public record, so until a change is registered, third parties — banks, counterparties, the authorities — are entitled to rely on the old information.
A director change that is not registered means the 'new' director cannot lawfully sign or bank on the company's behalf.
An address change that lags can leave correspondence and tax notices going to the wrong place, with the company deemed to have received them.
A late registration is itself an administrative violation, separate from whatever prompted the change.
Keeping the register aligned with reality is unglamorous but load-bearing — a mismatch is a frequent cause of a blocked transaction or a rejected bank instruction.
Some transactions cannot simply be signed by the director. Major transactions (above a threshold relative to the company's assets) and interested-party transactions (where a director or participant has a personal interest) require specific corporate approval — a decision of the participants or, where applicable, the board. An approval that should have been obtained and was not can render the transaction challengeable.
For a foreign-owned group, the risk is that intragroup dealings — a loan from the parent, a sale of assets within the group, a guarantee — are exactly the kind of transactions that can be interested-party transactions requiring approval. Building the approval step into how the company contracts, rather than papering it afterwards, is what keeps those dealings solid.
The reason corporate housekeeping is worth doing properly is timing. A missed annual decision, an unnotarised resolution or an unregistered change does not announce itself when it happens. It surfaces later, at the worst possible moment — when you try to sell the company and the buyer's diligence finds years of defective decisions; when a notary refuses to certify a transaction because the underlying authority is invalid; when a dispute turns on whether a decision was properly adopted; or when the FTS or a bank checks the corporate record.
Corporate support is, in that sense, insurance that costs little to maintain and a great deal to reconstruct after the fact. Keeping the annual cycle, the notarisation position and the register current is what makes sure that when the company's paperwork is finally examined — and eventually it always is — it holds.
A sale, a notary, a dispute or an FTS review — the corporate record is checked at the moment it matters most. Keeping it current is insurance that costs little to maintain and a great deal to reconstruct.
Yes. Every LLC must approve its annual results between 1 March and 30 April. If there is a single participant, there is no meeting as such, but the sole participant must adopt a written decision approving the results within the same deadline. Sole ownership changes the form, not the obligation — skipping it is a common and avoidable mistake.
Usually, yes — this is the trap most foreign parents miss. Since the end of 2019, both general-meeting decisions and sole-participant decisions of an LLC must be certified by a notary, unless the charter provides for an alternative confirmation method. If your charter doesn't opt out, decisions signed abroad and sent to Russia can be legally defective without notarisation. Amending the charter once to specify an alternative is the usual fix.
The defects sit dormant until something exposes them — a sale, a notary check, a dispute or an FTS review — and then they surface all at once. The position can be remediated: confirming the charter's notarisation stance, regularising the annual decisions, and aligning the register. It's far cheaper to fix before an examination than during one, which is the whole case for keeping the cycle current.
Changes to the general director, legal address, charter, share capital or ownership must be registered in the state register (ЕГРЮЛ) within short statutory deadlines, typically a few working days. Until a change is registered, third parties can rely on the old record — so an unregistered director change, for example, means the new director can't yet lawfully sign or bank for the company.
Knowing the cycle is one thing; keeping it running from another country is another. The failures here are quiet — an unnotarised decision, a register entry that lags reality — and they surface during a transaction, when there is no time to reconstruct four years of paperwork.
Selling or restructuring soon? Corporate defects surface in diligence — far cheaper to find them before the buyer does.
Practical support for international business in Russia.