Create a Limited Partnership in Russia

A while ago, Russia amended its Civil Code and adopted new partnership laws with the purpose of creating a more attractive business environment for foreign investors. One of these changes targeted partnerships which even if they keep the same features as before can be established for different purposes. Russian partnerships can be general or limited. Additionally, they can now be:

• –          economic partnerships;
• –          investment partnerships.

While economic partnerships are suitable for any type of economic activity, investment partnerships can be used for setting up investment funds or creating jointing ventures in Russia. Our law firm in Russia can offer detailed information on the new provisions of the Civil Code and the 2011 laws on economic and investment partnerships.

What is a limited partnership in Russia?

The limited partnership is a commercial organisation with its own legal personality. In order to set up a limited partnership in Russia, at least two individuals or companies must associate and draft an agreement through which the establishment of the business is settled. The maximum number of limited partners is established at 20. The partnership agreement must be drafted by a notary or by lawyers in Russia, it must be signed by all partners (notarisation is not required) and then filed with the Trade Register. In the case of limited partnerships set up for economic reasons, there no minimum share capital requirements, however if the partnership is used for investment purposes, it must respect the legislation related to those purposes. The name of the limited partnership must contain the names or the partners and the abbreviation for limited partnership in Russian.

Russian limited partnerships must register for taxation and social contributions like any other type of company in this country.

The participants in a limited partnership in Russia

The law acknowledges two types of participants in a limited partnership in Russia: the general and the limited partner. The general partner will be liable with all of his assets, while the limited partner will be accountable only to the extent of his contribution. The general partner will be in charge with the management of the partnership, while the limited partner will be allowed to participate to the meetings, but cannot make decisions for the company.

For assistance in opening a limited partnership, please contact our attorneys in Russia.