Expertise/Russia–China Practice
Service
A Chinese company may operate in Russia through a subsidiary, a branch or a representative office, and the form chosen determines payments with the head office, reporting and the permitted activities.
We are most often instructed by:
The information on this website is provided for information purposes only and does not constitute a public offer.
Timing and fees are indicative and are confirmed when the engagement is agreed.
Changing the form after operations have begun requires new procedures, so the form is chosen before documents are filed.
For certain industries and ownership structures, additional approval procedures apply, which are taken into account in the case of Chinese investment in Russia. Whether they apply is established as at the date of the enquiry.
The outcome of the service is the work performed within the scope agreed with the client.
Acting for the Chinese company
Challenge
A Chinese and a Russian partner were setting up a joint venture, and they had different legal traditions, expectations regarding management and views on the allocation of control.
What was done
The Chinese company was advised on the ownership structure, the management and exit mechanics, and the alignment of the parties' interests under Chinese and Russian law. The venture was launched on the agreed terms.
Parent company due diligence
Challenge
A Russian buyer was acquiring a Russian company whose parent was a Chinese company. Closing the transaction required due diligence of the Chinese parent company and its connection with the asset being sold.
What was done
Legal due diligence of the Chinese parent company was carried out, covering the group's corporate structure, the chain of ownership of the Russian subsidiary and the legal risks at the intersection of Chinese and Russian law. The acquisition of the Russian company went ahead with a legal picture that was clear to the parties.
Legal due diligence
Challenge
Independent legal due diligence of a Chinese company was required, covering its corporate structure and legal status at the intersection of Chinese and international law.
What was done
An opinion was prepared on the corporate structure, the chain of ownership and the related legal risks. The client obtained a clear legal picture for its further decisions.
Contract review
Challenge
Contracts for the international sale of goods between China and Russia carry risks of divergence in the governing law, delivery terms and dispute resolution mechanisms. Such contracts were reviewed on behalf of the Chinese company.
What was done
The governing law, delivery terms (Incoterms), currency and tax aspects and the dispute resolution procedure were analysed. The risks were identified and eliminated before signing.
The choice depends on the planned activities and their scale, the payment arrangements with the head office, hiring staff, having an office, warehouse or production facility, and participation in tenders. For some purposes a representative office is not suitable: commercial activity through a representative office is restricted.
A branch may perform all or some of the functions of the head office, including commercial activity. A representative office represents and protects the head office's interests, and the scope of its permitted activities is narrower. Both are established by a decision of the head office, are accredited with the Federal Tax Service under the same procedure and are separate subdivisions: the head office is liable for their obligations.
Yes, if sales are made through a Russian distributor or agent or under direct contracts between Russian buyers and the head office. A subsidiary, branch or representative office is required when the company hires staff, opens an office or conducts activities in Russia in its own name.
The head office adopts a decision to establish it and approves the regulations on the representative office; these are filed with the Federal Tax Service, together with documents on the head office's status and an application for accreditation. After accreditation, accounts are opened and the appointment of the head is formalized.
Yes. China is a party to the 1961 Hague Convention, and an apostille is affixed to its official documents instead of consular legalization. The translation into Russian is notarized.
Yes. Permits and a Russian work visa are obtained for that person to work in Russia; their type depends on the specialist's status and the chosen form. The time needed for this is taken into account in the overall schedule.
Most steps are taken under a power of attorney. Bank procedures and the formalities for the head may require personal attendance; what these involve depends on the bank and the chosen form of presence in Russia. A list of such steps is provided in advance so that they can all be completed in a single trip.
The overall timeframe depends mainly on preparing the head office's documents and having them apostilled and translated, and on the bank's procedures, which run separately from registration. The list of the head office's documents is determined at the outset, before applications are filed in Russia. An indicative timeframe is given once the form of presence in Russia has been chosen.
An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.
Describe your matter and the circumstances in which it arose. The consultation establishes the possible structure of the work and the scope of legal support required.
