01
LLC fits most closely held businesses; a JSC is a different governance model
The choice depends on investors, transfer mechanics, disclosure, financing and exit.
- LLC
- Interests, charter, members’ meeting and director
- Non-public JSC
- Shares, registrar and more formal governance
- Branch
- Not a separate legal entity; the foreign company remains liable
- Representative office
- Generally not intended for independent commercial activity
02
The filing package records decisions already made
Name, address, activities, capital, director, voting and signing authority should be settled before filing.
- Application
- Form R11001 and accurate founder data
- Resolution
- Sole-founder decision or meeting minutes
- Charter
- Individual or approved model charter
- Foreign founder
- Current extract, legalisation or apostille and translation
- Filing
- Electronic, notarial or another permitted channel
03
Governance should work in a conflict, not only in calm conditions
The charter and shareholders’ agreement should coordinate reserved matters, budgets, funding, appointments, related-party transactions, deadlock and exit.
- Members
- Meeting powers and voting thresholds
- Director
- Authority, limitations, term and liability
- Board
- Strategy, supervision and approvals where established
- Deadlock
- Negotiation, mediation, buy-sell or option mechanism
- Signatures
- Authority matrix and bank access rights
04
Operational setup begins after registration
Banking, accounting, employees, electronic signatures, contracts, data, licences and internal control must then be activated.
- Bank
- KYC, UBO, business model, source of funds and payments
- Taxes
- General or special regime and filing calendar
- Employees
- Employment, immigration and safety documents
- Licences
- Sector permissions where required
- Annual cycle
- Accounts, resolutions, register data and authorities