A practical guide to legal representation options for foreign companies in Russia — power of attorney, interim General Director, management companies…
Not every foreign company that needs a presence in Russia wants to hire a full-time director, set up an HR function and run a permanent office. Some companies are in a transitional phase — registering a new entity and waiting for a work permit. Others have small operations that don't justify a dedicated senior hire. Others simply want a reliable local structure in place while the business develops.
Russian corporate law provides several tools for exactly this situation — ways to have a legally functioning Russian entity without a permanent expatriate director on the ground. Understanding how these tools work, and where their limits are, is essential for any foreign company managing its Russian operations remotely.
In Russia, the General Director (Генеральный директор) is not just a job title. Under Russian corporate law, the General Director is the sole executive body of the company. They have the right to sign contracts, operate bank accounts, hire and dismiss employees, and represent the company before all government authorities — all without a separate power of attorney for routine actions.
This concentration of authority is important for two reasons. First, a foreign national cannot serve as General Director without a work permit — and obtaining one takes time (weeks to months depending on the category). Second, whoever holds the position has significant real authority over the company's assets and accounts. The choice of who acts as General Director — even temporarily — is a decision with real commercial and legal consequences.
A common mistake: a foreign investor registers a Russian LLC and immediately appoints themselves as General Director. This is legally problematic. A foreign national needs a work permit before they can lawfully hold this position. Acting as General Director on a business visa — signing contracts, giving instructions, operating bank accounts — creates immigration law violations. The standard solution is to appoint an interim director while the work permit is being obtained. This transition needs to be planned from day one.
Fully legally compliant from day one
Company can operate immediately — bank accounts, contracts, tax registration
No work permit needed for the foreign owner
Experienced professionals know Russian regulatory requirements
Can be replaced as soon as your own director's permit is ready
The director has real legal authority — trust and controls matter
Requires clear written mandate and spending limits
Not suitable as a permanent long-term solution for active businesses
Director's liability can extend to the company's tax obligations
Continuity — if one person leaves, the management company continues
Professional accountability — management companies carry liability insurance
Full legal authority — all General Director powers
Clean governance — shareholder retains control via management agreement
Works well for representative offices and smaller LLCs long-term
Management agreement must be carefully drafted
FTS scrutiny of management fees in transfer pricing context
Not appropriate for companies with sensitive operations or IP
Flexible — can cover exactly what is needed
Useful for delegation within a company
Standard tool for representing companies before courts and authorities
Revocable at any time by the General Director
Does not replace a General Director — company still needs one
Scope is limited to what is specified in the document
Counterparties may query unusually broad powers of attorney
Ensures corporate compliance is maintained
Practical support for international business in Russia.