Evgeny Voronov, lawyer
To open branches and representative offices in Russia, many foreign companies are striving to independently prepare the entire set of documents. Some of these companies obtain refusals of accreditation, because there are always nuances that are either not paid attention to or ignored in preparation. In addition to the requirements containing in the Order of the Federal Tax Service on the accreditation of branches and representative offices, there are general principles for preparing a set of documents for accreditation, following which you can significantly reduce the chance of receiving a refusal of accreditation.
1. Use of originals and copies.
For accreditation, only originals or notarized copies of documents are used. In this regard, I would like to note that the ordinary copies to which notarized translations into Russian are filed will not be notarized copies and cannot be accepted for review. The same applies to notarised copies with a Russian translation not certified by a notary.
2. Issuing authority.
An extract or a similar document, as a rule, is issued by the registration authority — this may be the Registrar of Companies, the Ministry of Justice, the District Court, etc. However, there are exceptions: for example, in Belarus, a company is registered with the city executive committee, and an extract from the registry is issued by the Department of Justice. Attention should be paid to this when filling in the application for accreditation, which specifies the registration body of the legal entity, and not the body issuing the document which confirms registration. The tax document is issued by the tax service, the Ministry of Finance, etc. In some countries, the same authority issues an extract and a document confirming taxpayer status. For example, in Azerbaijan this authority is the Tax Ministry. A copy of the constituent document is certified by either a notary or a registering authority (for example, in the UK a copy of the Articles of Association is issued by Companies House).
Extracts and tax documents can also be generated on the official website of the state body, in which case the correctness of the specified data should be notarised. Before preparing a resolution and a power of attorney, it is important to pay attention to which body of the company is authorized to make decisions and issue powers of attorney, as well as to take into account other circumstances, for example, how many directors are required for a quorum to make a resolution. Otherwise, problems may arise not only during accreditation, but also when opening an account of a branch or representative office.
3. Date of issue of document.
A document can be submitted to the tax service within 12 months from the moment of its issuance by an authorized state body in the country of incorporation. This period always refers to the date of issue of the original, and not to the date of notarization of the copy by a notary (except for the company’s constituent act). Thus, for example, one cannot submit certificates of company registration, which are issued once by the registrar of legal entities in the country of incorporation immediately after its incorporation, or their notarized copies (unless, of course, at the time of filing the documents, the company has been operating for less than a year). Within the whole duration of 12 months, you also need to reserve the time that will be spent on legalization, transportation, translation of the document. Therefore, the best option is to use documents with a «fresh» issue date.
4. Verification of content of documents.
One of the most common reasons for the refusal of accreditation is the discrepancies containing in documents. This may be due to outdated information in one of the documents (and thus, directly related to the date of issuance of the document), common typographical errors and flaws. Therefore, prior to legalization and delivery of documents to Russia, it is strongly recommended to check the contents of scanned copies or original documents in the country of incorporation and make sure that everything is specified uniformly and accurate to the letter. Most often, discrepancies are contained in the information on the name of the company, its share capital, location.
5. Legalisation of document.
To be valid in Russia, the foreign documents must be legalised. There are multilateral agreements (the Hague Convention of 1961, the Minsk Convention of 1993) and bilateral agreements which make the consular legalization not necessary. If the country of incorporation is a party to the Hague Convention — once the documents are issued, an Apostille must be affixed, in which the signature of the employee of the issuing authority is certified. If the company is registered in the country that ratified the Minsk Convention, or if a bilateral agreement on legal assistance in civil matters is in effect between this country and Russia, no additional marks are needed. In all other cases, the document is stamped by the ministry of foreign affairs of the country of incorporation, and then by the Russian consulate in that country.
You should always pay attention to what action the person took, whose signature is certified in the apostil or stamp of legalization. Sometimes there are situations when the notary certifies the translation only, but not the contents of a document, and the signature of this notary is legalised in the apostille. In this case, the document is not considered legalized.
6. Translation of documents.
Translation should always be checked for discrepancies and its completeness. When preparing the translation, typographical errors are the main reason for discrepancies. It is necessary to make sure that all information (including the name of the company, branch / representative office, addresses, passport data) is indicated uniformly in all transfers. A complete translation can be considered if it includes not only the entire text, but also seals, stamps, stamps and other elements using a foreign language. It is recommended to check translations when all documents for accreditation are ready.
If you entrust translating of different documents to different translators, there is a possibility that some information will not be indicated uniformly in the translations. It is strongly recommended to entrust the work on documents to one translator.
7. Application for accreditation
As a rule, employees of the Federal Tax Service check documents based on the verification of each of the points of the application for accreditation with the content of those documents that were attached to this application. It is necessary to fill in the application in full accordance with how the relevant information is indicated in the remaining documents. It should also be noted that the application is filled in only in Russian (the exception is the letters in the numbers of foreign passports, postal codes and house numbers, which can only be indicated in Latin letters).
Before submitting documents to the tax office, you should always review the entire set of documents. Even if at all stages of preparation for submission, each of the documents was repeatedly checked, there remains some probability that some discrepancy or mistake was not noticed. Among these flaws may be the lack of numbering of sheets in the document or an indication of the number of sheets on the link, the lack of translation of the text, which is located, for example, under the pasted apostille, or indicated in small font in the footer. Unfortunately, despite all the requirements for documents for accreditation in the Order of the Federal Tax Service and other documents, the verification of documents depends to some extent on the position of the tax service specialist due to the insufficient regulation of requirements for documents, which is almost inevitable: documents from one country may differ significantly from similar documents from another country, despite the fact that they can formally meet all the criteria. Therefore, the only guarantee of successful accreditation will always be the diverse practice of preparing these documents.