Can a foreign citizen be a founder of a Russian organization?

Olga Agaltsova , General Director of Mir Consulting LLC

Published in the Financial Newspaper" dated May 17, 2012

Foreign citizens enjoy the right to freely dispose of their ability to work, choose their type of activity and profession, as well as the right to freely use their abilities and property for entrepreneurial and other economic activities not prohibited by law, subject to the restrictions provided by federal law. (Clause 1 of Article 13 of the Federal Law “On the legal status of foreign citizens in the Russian Federation” No. 115-FZ of July 25, 2002 (hereinafter referred to as Law No. 115-FZ)).

A foreign citizen recruited to the position of head of an organization is a foreign worker. permission to attract and use foreign workers obtained in accordance with the established procedure This is due to the fact that, as a general rule, an employer in accordance with Law No. 115-FZ is a legal entity that has received, in accordance with the established procedure, permission to attract and use foreign workers and uses the labor of foreign workers on the basis of employment contracts concluded with them. A foreign citizen, in turn, has the right to carry out labor activities only if he has a work permit (Clause 4, Article 13 of Law No. 115-FZ).

This procedure does not apply to foreign citizens only in the cases listed in paragraph 4 of Art. 13 of Law No. 115-FZ. In addition, the employer (customer of work (services)) has the right to attract and use foreign workers without permission to attract and use foreign workers only in the cases established by clause 4.5. Art. 13 of Law No. 115-FZ.

Permission to attract and use foreign workers and work permits are issued by the Federal Migration Service of Russia or its territorial body. The procedure for obtaining these permits, the deadlines, the list of necessary documents is established in the joint Order of the Federal Migration Service of Russia No. 1, the Ministry of Health and Social Development of the Russian Federation No. 4, the Ministry of Transport of the Russian Federation No. 1, the State Committee for Fisheries No. 2 dated January 11, 2008 (registered with the Ministry of Justice of the Russian Federation on April 09, 2008 No. 11480).

Permission to attract and use foreign workers and work permits are issued for a certain period.

To obtain permission to attract and use foreign workers, an employer - a Russian legal entity (customers of work (services) or persons authorized by them) submits the following documents to the Federal Migration Service of Russia or its territorial body:

Application for issuing permission to the employer or customer of work (services) to attract and use foreign workers in the prescribed form.
certificate of entry into the Unified State Register of Legal Entities;
certificate of registration with the tax authority at the place of registration;
A draft employment contract or other documents confirming a preliminary agreement with foreign citizens or foreign partners on the intention and conditions for attracting foreign workers.
A document confirming payment of the state fee for issuing the employer a permit to attract and use foreign workers.

For employers - foreign organizations (including branches and representative offices) a separate list of documents has been established.

Documents are provided in the form of notarized copies.

To obtain work permits for a foreign citizen arriving in the Russian Federation in a manner requiring a visa, the employer (customer of work (services) and (or) person authorized by him) submits the following documents to the Federal Migration Service of Russia or its territorial body:

Application for a work permit for each foreign citizen recruited.
A color photograph of a foreign citizen measuring 30 x 40 mm.
A copy of the identity document of the foreign worker.
A copy of a document on professional education, qualifications obtained by a foreign worker in a foreign country, or a certificate of equivalence of such a document with a Russian diploma (certificate) of professional education.
Medical certificates confirming that the foreign worker does not have drug addiction and infectious diseases that pose a danger to others, as provided for in the list approved by the Government of the Russian Federation, as well as a certificate confirming that he does not have a disease caused by the human immunodeficiency virus (HIV infection).
A receipt confirming payment of the state fee for issuing a work permit for each foreign worker involved.
A copy of the special permit for a foreign citizen to enter the territory, to visit an organization or facility.

For foreign citizens who arrived in the Russian Federation in a manner that does not require a visa, independent requirements have been established for obtaining a work permit and a separate list of documents presented when obtaining a work permit.

Copies of official documents issued on the territory of foreign states provided to a foreign citizen to obtain a work permit must be legalized in the prescribed manner. Documents drawn up in a foreign language are accompanied by a notarized translation into Russian. Copies of documents must be provided with the originals. Copies of documents provided without the original must be notarized. At the same time, the validity period of identification documents of a foreign citizen must expire no earlier than 6 months from the date of filing the application for a permit.

It should be noted that in accordance with Article 8.15 of the Code of Administrative Offenses of the Russian Federation, engaging a foreign citizen in labor activity in the Russian Federation in the absence of a work permit will entail the imposition of an administrative fine on citizens in the amount of two thousand to five thousand rubles; for officials - from twenty-five thousand to fifty thousand rubles; for legal entities - from two hundred fifty thousand to eight hundred thousand rubles or administrative suspension of activities for a period of up to ninety days.

An application for a quota for a foreign worker applying for the position of General Director is not required. The Russian Ministry of Health and Social Development annually approves a list of professions (specialties, positions) of foreign citizens to which quotas do not apply. Thus, Order No. 22n of the Ministry of Health and Social Development of Russia dated January 24, 2011 approved a list of professions (specialties, positions) of foreign citizens to which quotas for 2011 do not apply. According to this Order, a quota is not required for the positions of “general director of a joint stock company”, “general director of an association”, “general director of an enterprise”.

After obtaining permits to attract and use a foreign worker, the employer must formalize an employment relationship with him.

In accordance with Art. 11 of the Labor Code of the Russian Federation on the territory of Russia, the rules established by labor legislation and other acts containing labor law norms apply to labor relations with foreign citizens, stateless persons, organizations created or established by foreign citizens.

Consequently, a foreign citizen - general director must present documents according to the list established by Art. 65 of the Labor Code of the Russian Federation, for Russian citizens:

— passport or other identification document;

— work book, except for cases when an employment contract is concluded for the first time or the employee starts working on a part-time basis;

— insurance certificate of state pension insurance;

- a document on education, qualifications or special knowledge - when applying for a job that requires special knowledge or special training.

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An employment contract with a foreign employee by the general director is concluded taking into account the specifics established by Chapter 43 of the Labor Code of the Russian Federation “Features of regulating the labor of the head of the organization and members of the collegial body.” Labor legislation and other regulatory legal acts containing labor law norms, or the constituent documents of an organization, may establish procedures preceding the conclusion of an employment contract with the head of the organization (conducting a competition, election or appointment to a position, etc.) (Article 275 of the Labor Code of the Russian Federation).

The employment contract with the general director is concluded in writing, drawn up in two copies. Each copy is signed by the employee and the employer. The issue of signing an agreement on the part of the employer is decided depending on the organizational and legal form of the legal entity. For example, in an LLC, the employer signs an agreement:

— presiding at the general meeting of the company’s participants, at which the person exercising the functions of the sole executive body of the company was elected,

- or a company participant authorized by a decision of the general meeting of company participants,

- or, if the resolution of these issues falls within the competence of the board of directors (supervisory board) of the company, the chairman of the board of directors (supervisory board) of the company

- or a person authorized by a decision of the board of directors (supervisory board) of the company (Article 40 of the Federal Law “On Limited Liability Companies” No. 14-FZ of 02/08/1998).

One copy of the employment contract remains with the employee, the other is stored in the organization.

The employment contract with the general director - a foreign worker will be fixed-term. As stated above, the employer and customer of work (services) have the right to attract and use foreign workers only with the appropriate permission. Since this permit is issued for a certain period (clause 5 of Article 5 of Law No. 115-FZ), the employer must not use the labor of a foreign worker after the expiration of the work permit. The urgency of the employment contract with the general director in a number of cases will be additionally determined by his appointment as the head of the organization for a certain period.

How to properly register a foreign general director

A foreign citizen recruited to the position of head of an organization is a foreign worker. permission to attract and use foreign workers obtained in accordance with the established procedure This is due to the fact that, as a general rule, an employer in accordance with Law No. 115-FZ is a legal entity that has received, in accordance with the established procedure, permission to attract and use foreign workers and uses the labor of foreign workers on the basis of employment contracts concluded with them. A foreign citizen, in turn, has the right to carry out labor activities only if he has a work permit (Clause 4, Article 13 of Law No. 115-FZ).

Permission to attract and use foreign workers and work permits are issued for a certain period.

Application for issuing permission to the employer or customer of work (services) to attract and use foreign workers in the prescribed form.
certificate of entry into the Unified State Register of Legal Entities;
certificate of registration with the tax authority at the place of registration;
A draft employment contract or other documents confirming a preliminary agreement with foreign citizens or foreign partners on the intention and conditions for attracting foreign workers.
A document confirming payment of the state fee for issuing the employer a permit to attract and use foreign workers.

For employers - foreign organizations (including branches and representative offices) a separate list of documents has been established.

Documents are provided in the form of notarized copies.

Application for a work permit for each foreign citizen recruited.
A color photograph of a foreign citizen measuring 30 x 40 mm.
A copy of the identity document of the foreign worker.
A copy of a document on professional education, qualifications obtained by a foreign worker in a foreign country, or a certificate of equivalence of such a document with a Russian diploma (certificate) of professional education.
Medical certificates confirming that the foreign worker does not have drug addiction and infectious diseases that pose a danger to others, as provided for in the list approved by the Government of the Russian Federation, as well as a certificate confirming that he does not have a disease caused by the human immunodeficiency virus (HIV infection).
A receipt confirming payment of the state fee for issuing a work permit for each foreign worker involved.
A copy of the special permit for a foreign citizen to enter the territory, to visit an organization or facility.

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After obtaining permits to attract and use a foreign worker, the employer must formalize an employment relationship with him.

Consequently, a foreign citizen - general director must present documents according to the list established by Art. 65 of the Labor Code of the Russian Federation, for Russian citizens:

— passport or other identification document;

— work book, except for cases when an employment contract is concluded for the first time or the employee starts working on a part-time basis;

— insurance certificate of state pension insurance;

- a document on education, qualifications or special knowledge - when applying for a job that requires special knowledge or special training.

— presiding at the general meeting of the company’s participants, at which the person exercising the functions of the sole executive body of the company was elected,

- or a company participant authorized by a decision of the general meeting of company participants,

- or a person authorized by a decision of the board of directors (supervisory board) of the company (Article 40 of the Federal Law “On Limited Liability Companies” No. 14-FZ of 02/08/1998).

One copy of the employment contract remains with the employee, the other is stored in the organization.

Olga Agaltsova - General Director of Mir Consulting LLC

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The article discusses the features of employment of foreign citizens taking into account the changes in 2020, provides step-by-step instructions and a list of documents that need to be completed.

Is the employment contract only for a certain period or can it be indefinite? 4. To which authorities should I submit information about a foreign employee and what should I submit? 5. What is the personal income tax rate and is it then necessary to report separately for a foreigner? 5. Maybe there are some other nuances that are worth paying attention to?

This means that at the end of his stay, I again fill out the Notice of Arrival of Foreign Citizens. to the place of stay (for his re-registration) + a copy of his passport + a copy of the travel agreement already concluded with him. It's enough? After all, the employee is not going to leave Russia, he continues to work. (Accordingly, the migrant card will not be presented).

This must be done no later than seven working days from the date of arrival of the foreign employee at the place of stay. Attach a copy of his identity document (passport) and a copy of his migration card to the notification.

As already mentioned, the conditions for employment of foreign citizens are determined by their status. There are four such statuses in total.

After you are convinced that the foreigner who will manage the company is in Russia legally and has the right to work in our country, you draw up an employment contract with him.

Based on the signed agreement, residents of the Armenian Republic can stay in Russia without registration for 30 days. The total permissible period of stay is 90 days in each current half-year.

Since this list includes a general director, it is quite possible to appoint a migrant to this position, you just need to follow all the nuances.

Generally recognized principles and norms of international law and international treaties of the Russian Federation are an integral part of its legal system. This is enough to conclude an employment contract. That is, the same rules apply as for Russians.

A notarized translation of the passport into Russian will be required. To submit documents to the tax office, you need: the founder’s passport, the decision to create an LLC, the LLC Charter, legal address, form P11001, state duty 4,000 rubles.

At the same time, upon entering the territory of the Russian Federation, an Armenian citizen must register at the place of stay. As for the employer, he must notify the territorial bodies of the Federal Migration Service about the conclusion and/or termination of an employment contract with a foreign citizen within three days from the date of conclusion/termination of the contract.

A foreigner established an LLC and became a director. when to notify FMS

However, this approach may cause claims from regulatory agencies and there is a risk that the costs of paying wages under this agreement will not be included in the organization’s expenses. An employment contract with the general director, who is one of the founders of the organization, should be concluded in accordance with the general procedure. From the answer “How to apply for the employment of a general director” 2. Answer: How to notify the migration service about the conclusion and termination of an employment contract with a foreign employee Nina Kovyazina, Deputy Director of the Department of Medical Education and Personnel Policy in Healthcare of the Ministry of Health of Russia Popular questions Hiring employees -foreigners, the organization must notify the division of the Federal Migration Service of Russia in whose territory the foreign employee works about the conclusion of employment or civil law contracts with them.

Head of the organization

5 of Law No. 115-FZ), the employer must not use the labor of a foreign worker after the expiration of the work permit. The urgency of the employment contract with the general director in a number of cases will be additionally determined by his appointment as the head of the organization for a certain period.

The general director is a foreigner. we fill it out correctly

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General Director - foreign citizen

Then it is necessary to issue an order for the new director to take office. As with an ordinary employee, an employment contract is concluded with a foreign director. However, the list of documents for formalizing labor relations with a foreign director is slightly wider than with a Russian one. We draw up permitting documents It should be noted that before concluding an employment contract, a shareholder or participant in the company, that is, the one who will sign the employment contract, is obliged to request information about the presence of disqualification of an individual from the body that maintains the register of disqualified persons (clause 2 of Article 32.11 of the Code of Administrative Offenses of the Russian Federation).

yes possible, passport, registration information Continue the dialogue Pay the answer a And what documents does the LLC need to collect to attract a foreign citizen?
This is possible provided that he has a work permit or a patent. When making changes to the Unified State Register of Legal Entities, along with Form 14001 and the decision, a notarized copy of the passport + its certified translation is provided.

Accounting and legal services

Artem Zheludko, you must obtain a work permit in any case.
To do this, we submit an application to the Central Planning Commission. Small additions to my colleagues' answers. The registration process is practically no different from creating an LLC with Russian founders.

— Decision/protocol (if the founder is a foreigner, then a decision on creation is drawn up, if it is drawn up in English, accordingly, there must be an apostille and translation, similar to a power of attorney). The protocol is drawn up if there are 2 or more participants.

— Notarized translation of the founder’s passport — Letter of guarantee for the provision of the address for registration of the LLC, a certified copy of the certificate of ownership of the premises provided as the registration address — Receipt for payment of the state fee for registration of 4,000 rubles. Documentation

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Does it matter whether the founder is only a non-resident, or whether some part of the company belongs to a resident?

Should the general director, a foreign citizen, notify the Federal Migration Service?

According to official explanations, labor relations that arise as a result of election to a position, appointment to a position or confirmation in a position are also characterized as labor relations on the basis of an employment contract (Articles 16–19 of the Labor Code of the Russian Federation). Therefore, in particular, the manager - the only founder is subject to compulsory social insurance in case of temporary disability and in connection with maternity and has the right to sick leave payment based on the minimum amount, even in the absence of an employment contract concluded with him according to the general rules (clause 2 of the clarifications, approved by order of the Ministry of Health and Social Development of Russia dated June 8, 2010 No. 428n). Similar clarifications are contained in the letter of the Ministry of Labor of Russia dated May 5, 2014 No. 17-3/OOG-330. The legality of this position was also confirmed by the court (determination of the Supreme Arbitration Court of the Russian Federation dated June 5, 2009 No. VAS-6362/09).

How to register an LLC with a foreign founder

An enterprise with foreign investment is a company organized in accordance with the laws of the Russian Federation, the authorized capital of which is partially or fully owned by foreign investors, and the share of participation of a non-resident of the Russian Federation must be at least 10%.

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Today, a foreign enterprise can be created in several ways:

acquisition by a non-resident of the Russian Federation of a share or 100% of an existing company;
establishment of an LLC by a non-resident of the Russian Federation;
opening a representative office or branch of a foreign company.

To understand in more detail how a company of this type differs from all others, read our material “Enterprises with Foreign Investments”.

Any legal entity registered in Russia has the right to hire a citizen of a foreign state to the position of director (manager).

You can order all turnkey registration services in St. Petersburg for Russian enterprises with foreign capital, including resolving issues related to obtaining a work permit for a foreign director from our company.

You can save your time by ordering this service remotely.