Use of “Rossiya”, “Rasha” and derivatives in company names in Russia
Author: Roman Sokolov, Lawyer
Can the word “Rossiya” and its derivatives be used in company names?
Is there a difference between “Rossiya”, “Rasha”, “Ros”, “Rus”?
The word “Russkiy” ("Русский"), its derivatives and abbreviations (“Rus” ("Рус")) may be used in company names. The words “Rossiya” ("Россия") and “Rossiyskaya Federatsiya” ("Российская Федерация") as well as their derivatives and abbreviations may not be used by everyone (please see below). So, when choosing a legal entity’s name, it should be borne in mind that using the words “Rossiya”, “Rossiyskaya Federatsiya”, “Ros”, etc. is not allowed.
It is not only the use of alphabetic characters which is prohibited, but also the meaning they convey, i.e. Russia. For instance, it is not prohibited to call a company “Rosa” ("Роса") because Russia is not the meaning conveyed in this case.
Permission to use the words “Rossiya”, “Rossiyskaya Federatsiya” in company names as well as their derivatives and abbreviations must be obtained from the Russian Ministry of Justice. To apply for this permission, the following criteria must be met:
- The company has branches and/or representative offices in more than half of the constituent entities of the Russian Federation;
- The company is a major taxpayer;
- More than 25% of voting shares in joint-stock company (AO) or more than 25% of share capital of limited liability company (OOO) is owned by the Russian Federation or an organization established by the Russian Federation under a special law with a name including the word “Rossiya” or “Rossiyskaya Federatsiya”.
Companies that do not meet these criteria cannot apply for permission and use the words “Rossiya” and “Rossiyskaya Federatsiya” in their name.
Is it also not allowed to use “Rasha” in company names without official permission?
According to Russian Supreme Court Ruling N 10 dated April 23, 2019, the word “rossiyskiy” ("российский") and its derivatives should also be included in the words derived from “Rossiyskaya Federatsiya” or “Rossiya”, both in Russian and in Russian transliteration into foreign languages. So, the word “Rasha” ("Раша") cannot be used as the Russian transliteration of the word “Russia”.
What if we have already used “Rasha” in our company name?
Although the aforementioned Supreme Court ruling is not an amendment to the law but only an interpretation of how the law should be applied, this rule is applied to existing companies with such name. Registration authorities are entitled to go to court to request that companies be renamed. Although current court practice does not require to exclude the word “Rasha” from company names, there is court practice requiring to exclude the words “Rossiya”, “Ros”, etc. from company names.
There are more than 500 companies currently operating with the word “Rasha” in their name. Given that registration authorities could require them to be renamed at any time, these companies can and should cover their bases by changing their names and excluding prohibited words from their names before they are called to do so.
How to change company name?
The following steps need to be taken to change company names:
- Hold a general meeting of shareholders or draw up a sole shareholder decision for company renaming and make appropriate amendments to the company charter;
- Prepare amendments to the company charter or draw up a new charter;
- Submit a notarized application form P13001 to registration authorities;
- After receipt of a record of the new company name, order a new company seal (if any);
- Change the sample signature card and seal in banks;
- Notify all counterparties of the change of company name.
This is a generic list of actions required for all organizations, so other actions might be necessary in each individual case. We therefore recommend contacting specialists to find out what other actions could be required.
Companies meeting criteria allowing them to use the word “Rossiya” in their name
Applying for permission
The following documents should be submitted to the local department of the Ministry of Justice:
- Petition of intent to include in company name the word “Rossiyskaya Federatsiya” or “Rossiya” or their derivatives;
- Copies of foundation documents;
- Shareholder decision to apply to the Ministry of Justice;
- Confirmation of compliance with requirements (for example, copy of notice of registration with tax authorities as major taxpayer).
- The Ministry of Justice will then within 30 days of document receipt either issue an order for inclusion of the word “Rossiyskaya Federatsiya” or “Rossiya” or their derivatives in company name or reject the application with cause.
If companies cease to meet the above requirements in future, the Ministry of Justice will then issue an order to revoke the permission previously granted. In such case, companies have three months to exclude from their name the word “Rossiyskaya Federatsiya” or “Rossiya” and their derivatives.