OFFICIAL GUIDE TO SHIP & YACHT REGISTRIES

Russian Federation

Shipowner Eligibility 

The owner of a Russian flag vessel may be either a legal entity or an individual (as well as the Russian Federation itself and its administrative sub-divisions). An individual who wishes to register as the owner of a commercial vessel must be a Russian citizen and must already be registered as a “sole trader” with the authorities (and thus liable inter alia to be taxed on his business activities). Any Russian-registered company may be registered as a shipowner, including a company formed as a joint venture between Russian and foreign individuals, a company formed as a joint venture between Russia and foreign companies (whatever the shareholdings of the various parties), and a company formed as a 100% owned subsidiary of a foreign company.

About the Flag

The Russian Federation is a vast maritime nation stretching over numerous time zones in Northern Asia bordering the Arctic Ocean, the North Pacific Ocean and Europe. The Russian language is spoken, and the capital is Moscow. The Chief of State is the President, and the Head of Government is the Premier and Chairman of the Council of Ministers. There is a bicameral Federal Assembly. Russia is a member of the UN and IMO, and is currently negotiating for WTO membership.

Russia has a wealth of natural resources, a well educated population, and a diverse industrial base. In spite of this, it continues to experience formidable difficulties moving from its old centrally planned economy to a free market. Principal exports are petroleum and petroleum products, natural gas, wood and wood products, metals and chemicals. Leading trading partners are the EU and the North American countries. The currency is the ruble.

When the Soviet Union was dissolved, as a first step, Russia simply adopted much of the existing Soviet legislation. Since then, the country has undergone a period of enormous social and economic change, and a mass of new legislation has been introduced in an attempt to reflect this. Nevertheless, there are a number of areas of law, including shipping, in which preperestroika legislation still applies. 1999, however, was a very significant year, with Russia bringing into law its new Merchant Shipping Code (“The Shipping Code”). This is the principal law governing vessel registration and other maritime matters, and replaces the 1968 Merchant Shipping Code of the USSR.

The Shipping Code is a major step in bringing Russia into line with international maritime legislation and standards, and this development was consolidated, also in 1999, by Russia’s accession to a number of international maritime conventions (relating, for example, to arrest of vessels and limitation of shipowners’ liability). Registration of vessels involved in international trade is now regulated by the Order No. 145 issued by the Ministry of Transport of Russia on 29th November 2000. Registration for fishing vessels and vessels sailing Russia’s internal waters are regulated by different rules (see the Rules of Registration and Ownership of Fishing Vessels in Sea Fishing Ports, Order No. 30 of 31st January 2001; and the Rules of Registration of Vessels used on Internal Russian Waterways, Order No. 18 of 5th March 1993).

Since perestroika, there has been considerable legislative activity in the fields of company law, foreign investment, pledge, etc. Among the laws and regulations governing these areas, the Civil Code of the Russian Federation of 1994 (“the Civil Code”) remains the key piece of legislation. Recently, the Russian government initiated a programme to increase the size of the Russian fleet, modernise it and make it more efficient with the aim to increase its overall value. To date, no legislative changes have resulted from this programme, although some changes are expected.

Company Formation

Registering a Legal Entity

When foreigners start a business in Russia there are several different legal ways available, which are explained hereafter. There are essentially three legal structures for doing a business:
1. If a person is already doing a main business abroad it is possible to set up and register in Russia a branch or the permanent establishment (PE) of the foreign company.
2. It is also possible to form a legal entity with participation of the foreign capital, or
3. An individual may register as an entrepreneur, who is running a business without formation of the legal entity.

Forming a Legal Entity

Either a foreign citizen, a person without citizenship, or a representative of a foreign company can register a legal entity individually. The steps to register a legal entity are as follows:
Deciding on a business legal structure

The list of business legal structures and the features of their legal status, including the requirements for company officers, the liabilities of founders, the registration requirements, etc. is defined in the Civil Code of the Russian Federation and the companies law (Federal Law 208-FZ of 26 December 1995 «On Joint-Stock Companies», Federal Law 14-FZ of 8 February 1998 «On Limited Liability Companies» and others).
Registering and running an open joint-stock company (OAO, the Russian equivalent of public company), closed joint-stock company (ZAO, corresponds more to the concept of private companies) or limited liability company (OOO) requires more legal administration than an individual entrepreneur or partnership. On the other side, if you are a partner or an individual entrepreneur, the outstanding debts incurred by business can be met from your personal assets. In Russia the most common legal entities with foreign capital are limited liability companies, open joint-stock companies or closed joint-stock companies.
In all three cases, the liability of their shareholders for the company debts is limited to the amount of their contributions to the nominal capital of the company.
One of the main differences between open and closed joint-stock companies is the number of shareholders, which is limited to 50 in the case of a closed joint-stock company. As a general rule, shares in both companies are freely transferable. However, existing shareholders of a closed joint-stock company have pre-emptive rights in acquiring the shares of the withdrawing partner. It is highly unlikely that start-ups will be starting life on the stock exchange so we will concentrate on limited liability companies.
When one has decided on the right business legal structure, before he starts company formation he should choose the name and the location (legal address) for the company. Depending on the company location he should be advised on 1) the appropriate registering office, where he should file the documents for business registration, and 2) local tax office, where the company should register for taxation purposes. These services are generally available within the same office. Individuals may search for their local tax inspectorate here.

Forming the foundation documents

In accordance with Russian legislation the founders who are forming the company should prepare and approve (sign) the foundation documents (the charter and the founding agreement).
A limited liability company, as well as closed joint-stock company, may be formed by one or more individuals or legal entities. If the number of shareholders exceeds 50, the company must be transformed into an open joint-stock company.
The foundation documents inter alia should contain: the full name of the company and the abbreviation it is going to use in business, the names and signatures of the founders who are forming the company, the amount and nature of the shareholders’ contributions (cash or in kind) and the procedure, in which the contributions will have to be made the rules for running the company, internal management affairs and legal responsibility.
Also the company officers (executive bodies) must be appointed that are usually named as directors in the charter.
Any amendments and changes to the charter and the founding agreement must also be registered. The same applies to limited liability companies in the case of change of shareholders.
The minimum capital requirement is 10,000 RUR. Contributions can be made in cash or in kind. At the time of registration, each member must have paid up at least 50% of the amount of his contribution, and the balance must be paid within 12 months.
Preparing the set of the required documents for registering

To incorporate a company one must send the following documents to registration office.
• Application for registration of a company (Form Р11001);
• Decision (protocol) on forming of company (in the prescribed manner);
• Foundation documents in duplicate (in case of paper filing by hand or by post), or in one copy (in case of electronic filing);
• Extract from the business register of appropriate foreign country or other equal proof of the legal status of the foreign legal entity/the founder;
• Documents on payment of a state duty.

Only one of the founders (no matter whether individuals or legal entity, resident or non-resident) of registering company should be the applicant. Application forms are available on the FTS website (http://www.nalog.ru/gosreg/reg_ul/). Form Р11001 recommended by the FTS is applied only to limited liability companies.

The abovementioned documents should be issued taking into account the following requirements:
• Each document containing more than one sheet should be stitched and numbered;
• The number of sheets should be proven by the signature of the applicant or the notary on the back of last sheet on an insertion place;
• Application and the appendix should be filled in by the typescript text or by the hand printing letters with use of ink or a ballpoint pen of dark blue or black colour;
• If any section or point of section of the application is not filled in, at the corresponding graphs the crossed out section is put down.

Documents are filled in (issued) in Russian. Documents in a foreign language are subject to assurance by an apostille or consular legalisation and the subsequent translation into Russian. Translation should be notarized.
Authenticity of the applicant’s signature on the application should be notarized.
Documents in which the authenticity of the applicant’s signature is witnessed by a foreign notary are subject to assurance by an apostille or consular legalisation and subsequent translation into Russian. Translation should be notarized.
The amount of the state duty for the state registration of the legal entity is 4,000 RUR.
Requisites for payment order are available on websites of the FTS Regional Directorates.
Filing the required documents to the registration office

The authorised tax authorities make the decision on registration of the commercial organisations (except the credit and bank organisations), and also regarding the number of the noncommercial organisations.
One should file the required set of documents to registration tax office in a place of the future location of forming company.
• One can file the required documents by the following ways:
• Paper filing by hand in the registration office (personally or through an authorised representative);
• Paper filing by post;
• Electronic filing via the Internet, including the use of a single portal of public and municipal services.

Within no more than 5 working days since of receipt of the documents the registering authority should examine the documents submitted and either make the decision on the state registration of your company making appropriate records in the State Register, or make the decision on refusal of registration.
An exhaustive list of the grounds for refusal of registration is defined by par. 1, art. 23 of the Federal Law № 129-FZ.
Registration of a company is one-stop shop procedure following which the registering authority not only makes a business registration, but also registering a company for taxation purposes, sending electronically the company data to extra-budgetary funds and statistical agency. There is no further need to visit any other authorities to make a registered company operational.
Receiving the incorporation document
If examination of one’s documents has passed successfully, on the day appointed by registering authority one can take out the following documents:
• The Incorporation Certificate (full name is the Certificate on State Registration of the Legal Entity);
• The Tax Certificate (full name is the Certificate on registration in tax authority);
• One copy of foundation documents gives you back with the mark of registering authority;
• Extract from the Common State Register of the Legal Entities.

It is important to note that the abovementioned documents should be issued by registering authority no later than on the 6th working day since the day of receipt of application for the state registration.
In case a person did not refer to the registration authority for obtaining the documents, they will be sent to the legal address of one’s company. By registering electronically one can choose the preferred way of receiving the documents.
Manufacturing the seal

After receiving the documents of company registration one should to make a company seal. Manufacturing of the seal is provided by a commercial organization of the company director’s choice.
Opening a bank account

With the registration documents and company seal, one is entitled to open an account in any bank of his choice.
The procedure of opening accounts and the list of the required documents are defined by the Instruction of the Bank of Russia of 14.09.2006 N28-I.
Within seven days from the date of a bank account opening one must notify his tax authority with this information.
After completing the abovementioned actions the company is ready to conduct business.

Taxation

Russian shipping companies, depending on their circumstances and the nature of their operations, may be subject to the same taxes as other Russian corporate entities. The most significant of these are: profit tax, VAT, land tax, social insurance contributions, road taxes (various rates), and enterprise property (“asset”) tax (not more than 2% of value of asset).

Corporate taxation in Russia is a very complex subject. Shipping companies, being relatively high profile entities, are prone to close attention by the Russian tax inspectorate as it seeks to fulfill its taxation “quota”. Interpretation of the (notional) taxation laws not only varies from one local tax inspectorate to another, but may result in losses being taxed as well as profits. Heavy fines for simple accounting mistakes are common.

Assets are taxed on the basis of the purchase value of the asset, not current market value, and, on occasion, original book value for taxation purposes may even be inflated in an arbitrary fashion while actual (market) value decreases. All this can result in substantial tax liabilities for shipping companies, and it is generally acknowledged in the shipping community (and business community generally) that further tax reform is required.

Russia has entered into double taxation treaties inter alia with Austria, Belgium, Bulgaria, Canada, Cyprus, Denmark, Germany, Finland, France, India, Ireland, Italy, Japan, Korea, Malaysia, the Netherlands, Norway, Poland, Romania, Spain, Sweden, Switzerland, the United Kingdom and the United States. In many cases, special provisions are in force with regard to marine transport.

Registration and Documentation

Russian law contemplates a national State Register of Ships. However, this is maintained separately in each port by the Captain of the Port (also sometimes referred to as the Harbourmaster) for the vessels registered in his port. There are currently 42 ports which have a register, all of which are required to apply the same registration procedures as set out in the new Order No. 145. Similarly, the Captains of the various Fishing Ports maintain the Register of Fishing Vessels for their port.

In December 2001, there were 3,585 vessels registered under the Russian flag, totaling at 7.659 million tonnage. Certain vessels which are not subject to survey are registered in separate “Ship Books” which may be maintained by other authorities. The following documents must in general be submitted to the office of the Captain of the Port where the owner wishes the vessel to be registered (but note that the requirements may vary from port to port, and additional documents may be required depending on the type of vessel being registered):

• Formal request by the owner of the vessel to register the vessel in the port
• Completed application form, signed by the Owner
• Document proving ownership of the vessel
• Certificate of Measurements
• Seaworthiness Certificate
• Passengers’ Safety Certificate (where appropriate)
• Document / receipt evidencing payment of registration fee

All these documents should be submitted in the Russian language. Non-Russian language documents should be duly legalised with a notarised translation. Registration in the State Register of Ships is signified by the issue by the Captain of the Port of a Certificate of the Right to Sail under Russian flag and a Ship’s Certificate. This port is then considered the port of registry of the vessel. Copies of all the above documents are held at the relevant Ship Register. Vessels registered in the State Register of Ships are required by the Shipping Code to carry onboard the following ship’s papers:

• ertificate of the Right to Sail under Russian Flag
• Ship’s Certificate
• Certificate of Seaworthiness
• Certificate of Measurements (for vessels subject to technical survey by the Russian Maritime Register of Shipping)
• List of members of the vessel’s crew
• Ship’s log
• Engine-room log
• Sanitary log
• Ship’s Sanitary Certificate
• Passenger Certificate (if the vessel carries more than 12 passengers)
• Radio License and wireless log (if the vessel has a radio room)
• Load Line Certificate
• Those papers contemplated by international treaties to which Russia is party (if the vessel is making a foreign voyage)

All papers are to be on board in their original, except the Ship’s Certificate for which a notary certified copy will suffice. Various exemptions to the above list may be permitted for certain categories of vessels. There are specific regulations in respect of “river/sea” vessels.

Bareboat Charter Registration

A vessel registered in a country other than Russia may be bareboat chartered to a Russian company/individuals and registered in this capacity on a special Bareboat Charter Register maintained by the Captain of the Port of the relevant jurisdiction. Bareboat charters may not be concluded for periods of less than one year or more than two years (however, this period can be extended if permission is obtained from the Russian authorities). Similar documentary requirements to those listed above apply. The law provides that in addition the following documents are to be presented:

• Original and copy of the bareboat charterparty
• Extract from the foreign Register where the vessel was registered before the change of flag
• Document issued by the relevant authorities of the foreign state confirming that the right to sail under the flag of that state was suspended
• Written consent from the vessel’s owner and, if applicable, from the mortgagee for the change to Russian flag.
• Document evidencing the temporary suspension of the right to fly under the foreign flag.
• Information relating to the IMO Identification number of the vessel.
• Decision of the Russian Ministry of Transport giving temporary permission to fly under the Russian flag.

A vessel registered on the Russian State Register of Ships may be bareboat chartered to a company incorporated in a country other than Russia and registered on the bareboat register in that country.

Vessel and Yacht Eligibility & Survey Requirements

There is no specific age limit for vessels on the Russian State Register of Ships. All vessels must, however, be regularly surveyed (annual survey, drydock survey, special survey, occasional survey). Only the Russian Maritime Register of Shipping (note that this body, despite its name, is a classification society - not a shipping register - and should therefore be differentiated from the State Register of Ships) is empowered by the Russian Government to carry out statutory surveys of Russian flag ships. However, the Maritime Register of Shipping is able to contract with international classification societies on a case by case basis to carry out this work. Bureau Veritas, Det Norske Veritas, Germanischer Lloyd, and Lloyd’s Register of Shipping are represented in Russia.

Crewing

Foreign officers and crew may not be employed on board Russian-flagged vessels unless special permission is obtained from the Russian authorities, which may be difficult to obtain. In practical terms, therefore, vessels registered in Russia are likely to have Russian officers and crew.

Mortgages

According to Russian legislation, Russian registered vessels may be mortgaged. Mortgages are to be recorded by the Captain of the Port in the State Register of Ships for the relevant port.

Fees

Fees for registering vessels and mortgages should be checked with the Captain of the Port in the port in which it is intended to register the vessel, or in which the vessel is already registered as appropriate.

Contact

Contact Point / Russian Federation
Ministry of Transport of the Russian Federation
Address: The Federal Maritime Administration of Russia
1/4 Rozhdestvenka Str.
Moscow, 103 759
Russian Federation
Phone + 7-095-926-1227
Fax + 7-095-926-9128
Telex 411197

Stockholm Agreement 96
IMO Convention 48
* IMO amendments 91 
* IMO amendments 93
SOLAS Convention 74
SOLAS Protocol 78
SOLAS Protocol 88
LOAD LINES Convention 66
LOAD LINES Protocol 88
TONNAGE Convention 69
COLREG  Convention 72
CSC Convention 72
CSC amendments 93
SFV Protocol 93
STCW  Convention 78
STCW-F Convention 95
SAR  Convention 79
STP Agreement 71
STP Protocol 73
IMSO Convention 76
INMARSAT OA 76
INMARSAT amendments 94
INMARSAT amendments 98
IMSO amendments 2006
IMSO amendments 2008
FACILITATION Convention 65
MARPOL 73/78 (Annex I/II)
MARPOL 73/78 (Annex IV)
MARPOL 73/78 (Annex V)
MARPOL Protocol 97 (Annex VI)
London Convention 72
London Convention Protocol 96
INTERVENTION Convention 69
INTERVENTION Protocol 73
CLC Convention 69
CLC Protocol 76
CLC Protocol 92
FUND Convention 71
FUND Protocol 92
FUND Protocol 2003
NUCLEAR Convention 71
MARPOL 73/78 (Annex III)
PAL Protocol 76
PAL Protocol 90
PAL Protocol 02
LLMC Convention 76
LLMC Protocol 96
SUA Convention 2005
SUA Protocol 2005
SALVAGE Convention 89
OPRC  Convention 90
HNS Convention 96
OPRC/HNS 2000
BUNKERS CONVENTION 01
ANTI FOULING 01
BALLASTWATER 2004
NAIROBI WRC 2007
HONG KONG CONVENTION
HNS PROT 2010
Cape Town Agreement 2012
SUA Convention 88
SUA Protocol 88

IMO Conventions

Status of Conventions Russian Federation

IMO Convention 48 x
SOLAS Convention 74 x
SOLAS Protocol 78 x
SOLAS Protocol 88 x
SOLAS Agreement 96
LOAD LINES Convention 66 x
LOAD LINES Protocol 88 x
TONNAGE Convention 69 x
COLREG Convention 72 x
CSC Convention 72 x
CSC amendments 93
SFV Protocol 93
Cape Town Agreement 2012
STCW Convention 78 x
STCW-F Convention 95 x
SAR Convention 79 x
STP Agreement 71
Space STP Protocol 73
IMSO Convention 76 x
INMARSAT OA 76 x
IMSO amendments 2006
IMSO amendments 2008 x
FACILITATION Convention 65 x
MARPOL 73/78 (Annex I/II) x
MARPOL 73/78 (Annex III) x
MARPOL 73/78 (Annex IV) x
MARPOL 73/78 (Annex V) x
MARPOL Protocol 97 (Annex VI) x
London Convention 72 x
London Convention Protocol 96
INTERVENTION Convention 69 x
INTERVENTION Protocol 73 x
CLC Convention 69 d
CLC Protocol 76 x
CLC Protocol 92 x
FUND Protocol 76 x
FUND Protocol 92 x
FUND Protocol 2003
NUCLEAR Convention 71
PAL Convention 74 d
PAL Protocol 76 d
PAL Protocol 90
PAL Protocol 02 x
LLMC Convention 76
LLMC Protocol 96 x
SUA Convention 88 x
SUA Protocol 88 x
SUA Convention 2005
SUA Protocol 2005
SALVAGE Convention 89 x
OPRC Convention 90 x
HNS Convention 96 x
HNS PROT 2010
OPRC/HNS 2000
BUNKERS CONVENTION 01 x
ANTI FOULING 2001 x
BALLASTWATER 2004 x
NAIROBI WRC 2007 x
HONG KONG CONVENTION

x= ratification
d=denunciation

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