Joint venture with foreign investment. Informing about joint intentions. Documents and information required for establishing a joint venture

The taxation of enterprises with foreign investments is regulated by the "Methodological recommendations for tax authorities on the application separate provisions Chapter 25 of the Tax Code of the Russian Federation Concerning Features of Taxation of Profits (Income) of Foreign Organizations" dated March 28, 2003 No. BG-3-23/150 in accordance with paragraph 2 of Article 4 of the Tax Code of the Russian Federation (Part I), as well as in connection with the introduction by virtue of federal law dated 29.05.2002 N 57-FZ "On the Introduction of Amendments and Additions to the Second Part of the Tax Code of the Russian Federation and Certain Legislative Acts of the Russian Federation".

The above methodological recommendations are not a normative legal act and were issued in order to ensure the uniform application by the tax authorities of the provisions of Chapter 25 of the Code and international treaties on the avoidance of double taxation, as well as to monitor compliance with the legislation of the Russian Federation on taxes and fees. In connection with the entry into force on January 1, 2002 of Chapter 25 of the Code, Instruction of the State Tax Service of Russia dated June 16, 1995 N 34 "On taxation of profits and incomes of foreign legal entities".

Income tax for foreign organizations operating in the Russian Federation through a permanent establishment. In accordance with Article 246 of the Code, foreign organizations operating in the Russian Federation through permanent representative offices are payers of corporate income tax (hereinafter referred to as income tax) to the extent that it relates to a permanent representative office. The profit of a foreign organization is defined as income received through a permanent establishment, reduced by the amount of expenses incurred by this permanent establishment, which are determined in accordance with Chapter 25 of the Code.

In the field of taxation for commercial organizations with foreign investments (FOI) and other forms of direct investment in the Russian Federation, a national regime is established, which means that they pay taxes established by the legislation in force in the territory of the Russian Federation for national enterprises. In addition, joint ventures with foreign capital are subject to the general legal regime of preferential taxation, as is the case for Russian enterprises.

The fundamental concepts of taxation are the tax base and the tax rate. The tax base is a cost, physical or other characteristic of the object of taxation. Tax rate - the amount of tax charges per unit of measurement of the tax base. Taxpayers - commercial organizations calculate the tax base at the end of each tax period based on the data of the accounting register and (or) on the basis of other documented data on objects subject to taxation.

The Tax Code of the Russian Federation provides for the possibility of introducing a special tax regime, which is a special procedure for calculating and paying taxes and fees for a certain period of time, applied in accordance with federal laws. Special tax regimes include:

simplified system of taxation of small businesses;

taxation system in special economic zones;

taxation system in closed administrative-territorial formations;

the system of taxation in the performance of concession agreements;

taxation system at the conclusion of production sharing agreements.

The current tax incentives for enterprises in Russia, including for KOII, take mainly the following forms:

two-year tax holidays for certain types of investments;

preferential tax treatment, similar in structure to the regime for Russian small businesses;

investment tax credit, which is such a change in the tax payment period, in which the KOII can reduce its tax payments within certain limits, followed by a phased payment of the loan amount and interest accrued on this amount. Such a credit can be granted for income tax, as well as for regional and local taxes. Its term is from one to five years.

Certain tax incentives for foreign investors can be provided by regional and local authorities.

If a foreign organization is a person with a permanent residence in a state in relations with which the Russian Federation has a valid agreement on the avoidance of double taxation, when determining the presence of a permanent establishment, the provisions of the relevant international treaty take precedence.

According to experts, the current tax system in Russia does little to stimulate the investment activity of both Russian and foreign investors, since it is predominantly repressive.

Although measures are being taken in Russia to provide tax incentives to foreign investors, their effect has so far been generally insignificant, which obviously requires systems approach to the creation of a favorable investment climate in the country based on the coordination of legislative, tax, customs and other policy areas.

List of used literature

1 L.A. Zubchenko. Foreign investment: Tutorial. - M.: LLC "Knigodel", 2006.

2 V.M. Serov. Investment management: Proc. allowance. – M.: INFRA-M, 2000.

3 I.T. Balabanov. New forms of enterprise organization. - St. Petersburg, 1998.

4 S.V. Belyaeva, D.S. Shikhaliev. Foreign Investments: Textbook. - M .: Successes of modern natural science, 2010.

5 Site content http://www.consultant.ru/.

A joint venture (JV) is an enterprise, corporation or other association formed by two or more legal and individuals who joined forces to create a long-term profitable business. The establishment of a joint company is based on an agreement that defines the rights and obligations of partners in relation to each other and to third parties. JVs can also be created only by national companies, as well as only by foreign ones.

International a joint venture is a company jointly owned by two or more owners (legal entities and individuals) from different countries. Such enterprises were widespread in Russia in the early 1990s. Then there were also terminological errors, because. it was often believed that the joint venture is an organizational and legal form of doing business. But joint ventures are only a reflection of the essence of international business operations, while the organizational and legal form can be any (limited liability company, joint stock company, etc.).

An important feature of a joint venture is the joint ownership of the final product by the partners. On this basis, a joint venture is distinguished from the organizational design of other operations of international business. This attribute determines the order of settlements between partners.

The joint venture is the only possible form of joint ownership of the means of production; such enterprises are essentially focused on mutual interest and mutual desire of partners for effective and long-term cooperation. Any other operations in the field of international business (import-export contracts, cooperation agreements, rental of equipment abroad, trade in licenses, franchising) are focused on certain periods of validity, sometimes relatively short. The creation of a joint venture is associated with the solution of many problems related to the standardization and certification of production, logistics, overcoming export restrictions existing in many countries.

Important incentives for the creation of a joint venture are the difficulties of independent entry of companies into foreign markets, insufficient knowledge of the foreign economic environment and the need to combine the efforts of partners in the face of growing economic uncertainty. Foreign companies, by attracting local capital when establishing a new enterprise in another country and trying to establish good relations with local authorities, play along with national feelings and reduce the sharpness of criticism against them. This helps them reduce the risk of nationalization or expropriation, as well as gain control over sales in the local market. When creating a joint venture, the risk of a foreign investor is much lower than when buying a foreign company or creating a branch (representative office).

The factors listed above are very important, but the main reason for joint ownership of property abroad lies in the desire to obtain and enhance the synergistic effect, i.e., the complementary effect of the assets of two or more enterprises located in different countries. The cumulative result in this case far exceeds the sum of the results of individual actions of enterprises.

In some cases, companies pool resources to fight larger and more powerful competitors. Sometimes, in order to reduce the costs that are inevitable when opening new enterprises, groups of foreign investors create joint companies in third countries. For example, Ford (USA) and Volkswagen (Germany) set up a joint venture in Brazil, Autolatina, to assemble cars.

The creation of a joint venture is often associated with a long search for a suitable partner, complex calculations of the project's effectiveness, and coordination of solutions and technical policies developed jointly with a foreign partner.

The goals of a joint venture may be different. The main ones are:

♦ obtaining modern foreign technologies, overcoming the barriers of protectionism in the international transfer of technologies;

♦ increasing the competitiveness of products and expanding their exports, as well as entering the foreign market by studying the specific needs of foreign markets, carrying out a set of marketing measures, organizing production in accordance with the quality parameters characteristic of the world market or in accordance with the standards adopted in countries where it is planned to sell it, as well as entering the markets of countries that apply strict trade protectionism and restrictions on foreign investment without the participation of local enterprises and firms;

♦ attracting additional financial and material resources, the ability to use the resources of one of the founders of the joint venture at a relatively low prices;

♦ cost reduction due to the use of transfer (intracompany) pricing, savings in distribution costs;

♦ improvement of material and technical support due to the receipt of scarce material resources, semi-finished products, components from a foreign partner.

JVs differ in types depending on where, with whom, with what share of participation of partners, for what purpose they are created and how they are managed. Accordingly, five main features characterizing the joint venture can be distinguished.

1. Location JV and its founders. Joint ventures are created by companies of both one country (national capital) and different countries. On the basis of belonging of the founders of the joint venture to different countries, the following combinations can be distinguished: industrialized countries - industrialized countries, industrialized countries - developing countries, developing countries - developing countries.

2. Type of ownership SP. It is possible to single out a joint venture with the participation of only private capital, with the participation of private firms and state enterprises or organizations, as well as with the participation of national and international organizations.

3. Participation share partners in the capital of the joint venture. Joint ventures can be created on a parity basis (an equal share of participation of partners in the capital of the enterprise), with a predominant participation of foreign capital and with a smaller share of participation of a foreign partner. Until recently, tax incentives for JVs were granted depending on the share of foreign capital in the authorized capital of the JV.

4. Kind of activity. Depending on the targets of the partners, one can speak of JVs of a research nature, JVs of a production nature, purchasing JVs, marketing JVs, and complex JVs.

5. Nature of Participation partners in joint venture management. In some cases, partners actively participate in management, jointly form a market strategy and solve technical issues. In other joint ventures, the role of partners (with the exception of most often representatives

of the host country) is reduced to passive participation in the financing of capital investments, the acquisition of large blocks of shares, but without any participation in operational management.

Joint venture, which has become widespread in the field of international business, has important advantages:

♦ focus on long-term cooperation between the parties in certain areas of economic activity;

♦ association of partners' property (cash, buildings and structures, machinery and equipment, intellectual property rights, etc.) to achieve a common goal; joint formation authorized capital;

♦ the possibility of complex use of the efforts of partners in interaction in pre-production, production and marketing areas, the unification of complementary elements of the productive forces belonging to the partners, as well as the achievement of a synergistic effect;

♦ low need for cash when making capital investments - often a more significant contribution to the authorized capital of a joint venture is technology licenses, etc.;

♦ participation in JV profits obtained through the use of new technologies, production of products, works, services (the distribution of JV profits between the founders, as a rule, is proportional to their contribution to the authorized capital);

♦ reduction of costs for the production of products coming from the joint venture to a foreign partner firm in cooperation relations;

♦ formation of JV management bodies (Board of Directors, Management Board) independent of the management bodies of the JV founders;

♦ relative savings on administrative, managerial and marketing costs compared to the corresponding costs when opening enterprises abroad wholly owned by foreign investors, as well as representative offices and branches of foreign legal entities;

♦ replenishment of the missing production capacities at the expense of the partner's enterprises;

♦ joint burden of risk and joint limited liability of partners.

Joint ventures also have certain disadvantages. The most difficult problems are the problems of relationships between partners. As practice shows, they appear in the majority of both newly created and long-running joint ventures. Direct management of economic activity, solving problems of strategy and tactics can only be carried out taking into account the opinions of all partners. Often long-term agreements are needed when developing a joint concept. Conflicts between partners are associated, as a rule, with the distribution of profits, unequal activity of partners, the desire of one of the partners to take a more active part in the management of the enterprise.

Abroad, joint ventures are created on shares by two or more national firms (although there may be foreign ones among them), usually on short term for the production of any product. These companies are characterized by a narrow range of products, a short lifespan, and foreign participation is not required.

The structure of the economy, i.e., the quantitative and qualitative ratio of enterprises and organizations of various types and purposes, is very important for its effective functioning and development. Under the influence of changes in world practice, new forms of integration of organizations are emerging, which increases their competitiveness. The formation and strengthening of corporate structures is one of the most important trends in the development of the economy. Financial and industrial groups and business unions continue their development.

AT recent times joint business with international companies has become popular in our country. A favorable impact for such a surge was the development of the economy in our country, and, accordingly, many opportunities appeared in the field of foreign economic activity.

AT this moment, a separate statutory term " joint venture» does not exist, however, based on the meaning and goals of creating such legal entity, the term "Joint Venture" can be formulated as a merger of foreign and Russian capital for joint activities and making a profit. When registering such a legal entity, one should be guided by the current legislation, depending on the type of business entity within which the joint venture is created, and other applicable legislation. When creating a joint venture, a common property is created with foreign investors for financial and material resources. A joint venture is an independent economic unit, which bears the responsibility defined by the law of the Russian Federation, and also has all the rights and obligations along with other business entities.

joint venture - a relatively new organizational and social form of international entrepreneurship. In international law, a joint venture is usually called such a form of economic and legal cooperation with a foreign partner, in which common ownership of material and financial resources used to perform production, scientific and technical, foreign trade and other functions. characteristic feature The joint venture is also the fact that the goods and services produced are jointly owned by domestic and foreign partners. All types of products are sold both in the JV's home country and abroad.

So, joint venture(SP) is a form of participation of a country in the international division of labor by creating an enterprise (legal entity) based on jointly contributed property by participants from different countries, joint management, joint distribution of profits and risks. It is a form of joint venture in the field of international economic relations

Goals of the Joint Venture

1. More complete saturation of the market of the country where the joint venture is located with goods, services that are the subject of the joint venture.
2. Attracting advanced technologies, managerial experience, additional material and financial resources to the country.
3. Expanding the export base
4. Reduction of imports due to the release of import-substituting products
5. Expansion of sales markets
6. Optimization of taxation.
7. Other goals and objectives of the joint venture participants and the country where the joint venture is located.

The sequence of stages for the creation of a joint venture

1. Definition of the purposes of creation of joint venture.
2. Analysis of indicators of a potential joint venture: costs, profits, profitability, return on investment, etc.
3. Search and selection of a foreign partner or partners.
4. Preparation and signing of the protocol of intent.
5. Development of a feasibility study for the creation of a joint venture.
6. Preparation of draft constituent documents.
7. Coordination of proposals on the establishment of a joint venture in the bodies state power, if it is necessary under the legislation of the country where the future joint venture is located.
8. Signing of constituent documents on the creation of a joint venture
9. Registration of a joint venture in accordance with the legislation of the country where the joint venture is located.

Foreign investor may create a legal entity, as by founding a new firm in accordance with Russian legislation(independently or with a Russian partner), and to acquire shares (shares) in an already operating Russian company.

Organizational and legal forms of companies with foreign investment (both with equity participation of foreign capital and with 100% foreign investment) may be different. In Russia, there are no restrictions for foreign investors in terms of organizational and legal forms; companies can be registered in any form provided by law. It should be noted that the most common organizational and legal forms of enterprises with foreign investment are business partnerships and companies. The choice of legal form is carried out depending on what goals are pursued when creating a company, what type of business is interesting for an investor, on the number of founders, the size of the authorized capital, and so on.

Registration of a joint venture is regulated by Federal Law-129 “On State Registration of Legal Entities and individual entrepreneurs". It should be clarified that in addition to this law, it is necessary to be guided by the norms international law and all documents of a foreign investor must be legalized (have an Apostille stamp or have consular legalization), translated into Russian and notarized.

On the territory of the city of Moscow, registration actions are carried out by MIFNS No. 46.

LEGAL ALLIANCE LLC offers to use the service of registering joint ventures according to one of the options you have chosen:

1 option

"Basic" package for registering a joint venture
	2. Preparation of documents for the registration of a joint venture; 3. Selection of OKVED, based on the intended types entrepreneurial activity.
	· Protocol on the establishment of the company; · Charter of the company; · Establishment agreement; · Receipt of payment state duty for registration of joint venture for the amount 4 000 rubles; · A power of attorney to receive a package of documents from the registration authority.
Price	8 000 4 000 rub. + notarial expenses associated with the certification of the application).
	1-2 working days

Option 2

Business package for registering a joint venture
	1. Consultation on all stages of registration of a joint venture; 2. Development and preparation of documents for the registration of a joint venture, namely: · Application for state registration of a legal entity upon creation; · Protocol on the establishment of a joint venture; · Charter of the company; · Agreement on the establishment of a joint venture; · Receipt of payment of the state fee for registration of a joint venture in the amount of 4,000 rubles; · Application for the transition to a simplified taxation system (if necessary); · List of participants (LLC). 3. Selection of OKVED, based on the proposed types of business activities; 4. Escort to the notary's office for certification in the form P 11001; 5. Accompaniment to the registration authority for the submission of a package of documents for registering a joint venture; 6. Receipt of documents in the registration authority (by simple power of attorney, after 7 working days); 7. Formation of the Notification of the State Statistics Committee; 8. Making a seal.
A package of documents provided to the client	· Certificate of state registration of the joint venture; · Certificate of registration with the tax authority; · Extract from the single state register legal entities; · Protocol on the establishment of a joint venture; · Notice of appointment CEO and chief accountant; · Charter of the company, certified by the registration authority; · Establishment agreement; · List of participants (LLC); · Application for the transition to a simplified taxation system with a mark of the registering authority (if necessary); · Notification of the State Statistics Committee; Print ("pawn").
Price	12 000 rubles (additional costs: state duty in the amount of 4 000 rub. + notarial expenses associated with the certification of the application).
	8-9 working days

Additional services when registering a joint venture and their cost.
Receipt of the policyholder's notice pension fund RF	1 500 rub.
Receipt of a notice of registration as an insurer with the FSS	1 500 rub.
Selection and provision of a legal address	from 12 000 rub.
Production of printing on automatic equipment	700 rub.
Opening a current account	5 000 rub.
In the case of a joint venture in the form of a CJSC, the initial registration of shares with the FFMS	18 000 rubles

Information required for registering a joint venture

To register a joint venture, the client must provide the following information:

1) The full name of the Company, which must be in Russian (in addition, indicate the abbreviated name in Russian and possibly in a foreign language);

2) The size of the authorized capital, the distribution of shares between the founders and the procedure for payment;

3) The legal address of the company (if the premises are on the right of ownership, then you must submit a copy of the certificate of ownership, if on the right of lease, then you must provide a letter of guarantee on the provision of premises + a copy of the certificate of ownership);

4) Taxation system (regular or simplified);

5) Types of activities of the joint venture (define - "main" OKVYD);

6) The composition of the founders and their data:

a) if the founders are Russian individuals, then provide - passport data, TIN Certificate (if any);

b) if the founders are Russian legal entities, then the details of the organization, certificate of state registration, certificate of registration, constituent documents, decision (minutes) on the appointment are provided executive body, a letter from the State Statistics Committee on the assignment of statistics codes, an extract from the Unified State Register of Legal Entities;

c) if the founders are foreign individuals, then a copy of the passport, translated into Russian and notarized, is provided;

d) if the founders are foreign legal entities, then the following package of documents is provided:

· an extract from the commercial register of foreign legal entities of the respective country of origin (translated into Russian and certified by a Russian notary) or proof of the legal status of the foreign legal entity - founder, of equal legal force;

· a document confirming the fact of registration of a foreign organization (Certificate of registration, or certificate of incorporation);

Charter (or other similar document provided by the country of origin of the foreign company);

certificate or certificate of tax residence, confirming the tax number of a foreign organization;

· a document confirming the authority of the head of a foreign organization or another person entitled to act on behalf of a foreign organization without a power of attorney and sign documents on the establishment of a joint venture;

Foreign documents for the establishment of a joint venture must be submitted in the form of copies translated into Russian and notarized.

7) Information about the sole executive body:

· if a Russian individual, then the passport details of the person performing the functions of the executive body and the TIN certificate (if any) are provided;

· if a foreign individual, then provided - a copy of the passport translated into Russian and notarized.

Apostille

Apostille - a stamp of the competent authorities of the state of origin of documents, certifying the authenticity of the signature, the quality in which the person who signed the document acted, and, if appropriate, the authenticity of the seal or stamp that affixes the submitted document.
The apostille is affixed to the original documents by authorized bodies of the state of origin of these documents (Ministry of Justice, tax authorities, judicial authorities, etc.).

Specialists of the company "LEGAL ALLIANCE" are ready to develop projects of constituent and other required documents, which the best way take into account your rights and interests, in full compliance with the requirements of the current legislation. By contacting us, you can be sure that the registration of your company will be carried out correctly and on time. Call the phone numbers listed on the site right now. The initial consultation is provided completely free of charge.

The creation of a joint venture is understood as a set of interrelated stages (stages), including:

• · preparation of a JV project (commercial offer or feasibility study of JV - JV Feasibility Study), search for interested foreign partners and sending them an appropriate proposal;
• · negotiating with a potential foreign investor and drawing up a protocol of intentions;
• preparation, approval and signing of the constituent documents of the joint venture;
• state registration of a joint venture, opening accounts and starting production activities Borodachev V.V., Ershova E.V. Technology of preparing Russian enterprises for joint business with foreign partners // Privolzhsky Science Magazine. - 2007. - No. 3. - S. 123 ..

Preparation of proposals for the establishment of a joint venture and the search for a foreign partner.

Preparations for the creation of a joint venture should begin with a decision on the issue of its specialization. Determining the subject of activity of the future joint venture, its founders must conduct a marketing study of the selected market, entrusting it to a specialized firm. To do this, you can contact specialized organizations - the Chamber of Commerce and Industry (CCI) of the Russian Federation, the Center international trade etc.

After the subject of the statutory activity of the joint venture is chosen, it is recommended to start looking for a foreign partner-investor. The main problem faced here Russian entrepreneurs- Difficulties in obtaining the necessary commercial information about foreign companies, since many of the information is a business secret of foreign companies. There is a great risk, having received insufficiently correct information, to contact an unreliable partner. When choosing a partner and developing a feasibility study for a joint venture, it can be recommended to contact independent audit firms that know the position of leading firms in the planned market for the sale of joint venture products, or to banks that can conduct an examination of joint venture projects and give opinions on the financial reliability of certain applicants. Not the last place is also occupied by Vol's own intuition, knowledge of the market. What enterprises to open in the regions? - Let's count! Methodical issues of substantiation of the rational placement of joint ventures // Russian Journal of Entrepreneurship. - 2009. - No. 5-2. - S. 146 ..

The sources of information about foreign firms - potential partners are the following data:

Information that the company itself can provide:

• certified copies of constituent documents;
• · Prospectuses and catalogues, promotional materials published by the company;
• · balances, financial reports Lisitsa VN. Decree. article. - S. 68 ..

Confidential information of credit offices obtained by them through their agents.

Information of commercial banks. This is the most reliable, but also hard-to-reach and expensive source: observing financial position of their clients for a long time, banks can predict the development trends of the company, anticipating the growth of its income or even bankruptcy.

Having selected possible candidates, you can start sending standard letters with a proposal for cooperation, indicating your main conditions and requests for the conditions of participation in the project of a foreign company (commercial offer). When submitting commercial proposals, it should be taken into account that the start of a joint venture in some cases is associated with an examination of joint venture projects. Thus, in some cases, when creating FDI, it is required to obtain the conclusion of the sanitary and epidemiological services and conduct an environmental review. Based on a positive opinion expert commission the competent authority issues a permit on the possibility of establishing a joint venture. It is advisable to have this permission before the proposals for cooperation are sent to specific foreign partners.

Drawing up a protocol of intent.

Having received a positive response to the commercial offer, you can start negotiations, the result of which should be a documentary (in a protocol of intent) fixation of the mutual desire of the partners to create a joint venture in their chosen field of activity; the main provisions of the content of the feasibility study of the joint venture, the memorandum of association and the charter of the joint venture; agreeing on the time and place of signing the constituent documents, i.e. readiness of the joint venture for state registration.

The protocol of intent is drawn up in any form, it includes the main financial and economic parameters of the joint venture at the discretion of the partners. It is also necessary to clearly fix the subject of the proposed statutory activity of the joint venture in the protocol so that at the stage of discussion of the constituent documents there are no misunderstandings about this issue Lisitsa V.N. Decree. article. - S. 68 ..

Quite often, the foreign founder of the joint venture insists that the results of the negotiations be recorded not in a protocol of intent, but in a preliminary agreement on the establishment of an enterprise with a share of foreign investment.

A preliminary contract has a different legal nature than a protocol of intent, since from the moment it is concluded, it creates legal obligations for the parties that signed it and grants them rights. Therefore, if the founders of the joint venture conclude a preliminary agreement, they will no longer be able to unilaterally evade the conclusion of the founding agreement of the joint venture.

Having discussed the main content of the feasibility study of the joint venture and constituent documents, having agreed who will draw up them in the final version, where and when the next meeting of partners will take place, documenting this in the minutes. You can move on to the next stage.

Preparation of a feasibility study for a joint venture. The preparation of a feasibility study along with the development of the constituent documents of the joint venture seems necessary, because. its purpose is to calculate the economic feasibility of the future JV. The feasibility study will give an answer to questions vital for the partners: what will everyone get as a result of pooling their capital and efforts and what needs to be done for this. Feasibility study of a joint venture - an approximate financial calculation of the profitability of a joint venture, a full-scale study of three critical issues:

• · what is the external and internal market of products (services) supposed to be produced, what is its occupancy;
• What are the prices for the planned products and what is their trend;
• What are the costs of producing these products (services).

The feasibility study of the joint venture is drawn up in any form. Each time it must be developed individually, but main question Feasibility study of the joint venture - the feasibility of joint ventures with the participation of these partners in a particular region.

Foreign investors usually want to get justifications on:

• · what is the current system of taxation and financing of joint ventures in the territory of the recipient state;
• What are the prospects for using local work force;
• What is the availability of raw materials and energy resources;
• · Availability of freely convertible currency by local partners Lisitsa V.N. Decree. article. - S. 68 ..

Signing of constituent documents.

Usually, projects of a feasibility study for a joint venture, an agreement on joint economic activity and the establishment of an enterprise with the participation of foreign investments (founding agreement) and the charter of the joint venture are drawn up by an interested party. After agreeing on these documents, you can begin to sign them. If the contract does not explicitly state from what date it begins to operate, it enters into force from the moment of its signing or from some other date about which one can get an idea from the content of the contract. Those. the contract may enter into force before the state registration of the joint venture. And if, during the registration of the joint venture, it becomes clear that it is necessary to include amendments, changes in the text of the agreement, the parties will have to negotiate again, agreeing on these amendments. To avoid this, prior to the registration of the joint venture, the contract should be initialed (putting the initials of the parties on each page of the text of the contract, which will bind them with obligations), and the charter and contract should be signed immediately before the registration of the joint venture, when all comments on their projects have been eliminated.

State registration of joint venture.

Having signed or initialed the constituent documents of the joint venture, the founders may proceed with its state registration. Currently, the procedure for establishing a joint venture in the Russian Federation has become a registration procedure, i.e. the issue of creating a joint venture is decided only by its founders, and no one has the right to prohibit them from organizing a joint venture. The state only registers this new entity.

To register a joint venture, the founders submit:

• · a written application with a request to register an enterprise, indicating the name of the enterprise, including the organizational and legal form. Name of Russian and foreign co-founders. Usually such a statement is written on the letterhead of one of the founders and signed by all or one of the founders. Each signature is stamped accordingly;
• · notarized copies of the constituent documents of the joint venture participants (legal entities) in two copies;
• positive conclusions of relevant expertise. Most often, an environmental review is required;
• · for Russian legal entities, notarized copies of three documents are required for each founder of the joint venture: a certificate confirming the existence of a legal entity, i.e. registration certificate; founding document, charter; the decision of the authorized body on the creation of a joint venture and on the transfer of part of the property to its authorized capital;
• · for foreign legal entities, two documents must be submitted: a certificate that the legal entity really exists, i.e. it is registered abroad in accordance with local laws and in the body corresponding to local legislation, and a document on the solvency of a foreign legal entity, i.e. bank statement. Both documents must have a certified translation into Russian and go through the procedure of consular legalization of documents. The procedure of consular legalization involves applying to the Russian consulates to confirm the country of origin of the submitted document, translate it into Russian and certify it with the signature of the Consul General of the Russian Federation or another authorized person, as well as official seal;
• · for Russian individuals, it is necessary to indicate their passport data (attach a photocopy of the passport);
• For foreign individuals, it is necessary to submit their passport data (attach a photocopy of the passport), permission to economic activity, if required by the legislation of the country of residence, or, if such permission is not required, a relevant certificate from the embassy in Russia (in Russian).

Refusal to register a joint venture is possible only in case of violations of the established procedure for the formation of a joint venture on the territory of the Russian Federation and inconsistency with the law of the documents required for registration. In other cases, the refusal is illegal. Refusal to register may be appealed in court at the suit of the interested participant of the joint venture.

The main goal of creating a joint venture (as well as any other business entity) is to obtain maximum profit and the greatest effect from cooperation with each of the partners. Therefore, the process of formation of these enterprises requires a clear understanding of each of its stages in order to avoid a number of negative aspects that may be associated with a lack of consideration of the interests of the parties, insufficient elaboration of proposals, errors in preliminary calculations, etc.
The creation of joint ventures is carried out in stages (Fig. 3.2).
Choice of type of activity. The choice of the type of activity of the future enterprise involves the conduct of appropriate marketing research, market segmentation, etc. based on periodicals, statistical and advertising information, actual data industrial enterprises. At the same time, it is important to choose a competitive product, taking into account its manufacturability and the possible impact of the release of the estimated quantity on the market situation, etc.
Choice of a foreign partner. It is based on a system generally recognized in world practice:

1. Determination of the list of possible partners known in the world market.
2. Sending selected candidates proposals for cooperation with a request for the conditions of their participation in a future project. In these proposals, it is advisable to provide information on the nature of the activities of the national parent enterprise and its initiatives to create a joint venture.
3. Collection of information about a foreign partner in the following areas:

• general information (name and address of registration, economic and legal form, experience of participating in a joint venture in one's own country and abroad, etc.);
• financial position (ratio of own and borrowed capital; dynamics of the volume of output in the JV profile; main financial and economic indicators for the last three years; names and addresses of banks servicing the enterprise);
• personnel (number of employed workers, ratio of administrative and technical staff, information on key specialists);
• production experience (countries where similar joint ventures have been established, and their brief description).

Rice. 3.2. Stages of creating a joint venture
The most effective is the choice of a partner on a competitive basis during international tenders.
International bidding is a competitive form of searching for business partners, in which the initiating enterprise, by publishing information about the upcoming bidding, attracts proposals (offers) from interested parties (offers) by the established deadline.
Tender proposal (offer) - a written proposal of a bidder (offer), submitted to the name and address specified in the official request, with a description of the proposed contribution to the JV and the conditions for making it.

1. Conducting negotiations with a selected foreign partner. Here it is necessary to reach an agreement on the following issues:

• the scale of the project;
• type of product and desired volume of output;
• the quantity of products intended for sale in the domestic and foreign markets;
• raw materials;
• production areas, equipment and infrastructure;
• staff.

Preparation of a draft feasibility study (feasibility study) for the creation of a joint venture. The specific form and content of the feasibility study depend on the nature of the activity of the future joint venture. However, in any case, the developed feasibility study includes whole line issues related to the justification of the location of the joint venture, the study of sales markets, prices for manufactured products and trends in their change; calculation of the effectiveness of creating a joint venture as an independent business entity; determining the possibilities of its self-sufficiency; efficiency of participation in the joint venture of each of the partners.
Conventionally, the feasibility study can be divided into 2 parts -

• substantiation of the problem that caused the need to create a joint venture, and the formulation of its purpose;
• mandatory conditions activities of the future enterprise.

In the first part of the feasibility study, the following aspects:

1. general characteristics main markets,
2. description of the products produced, indicating common features concerning its properties;
3. a description of ancillary activities that may be developed both to meet resource requirements and to market or further process products or by-products;
4. general characteristics of the applied technology;
5. information about partners and the required number of personnel;
6. general financial and economic evaluation of the project.

The second part of the feasibility study provides for the development of the following
sections:

• capital investments in the creation of a joint venture (total volume, structure and distribution of capital investments by years of project implementation; the amount of capital investments financed by partners through contributions to the statutory fund and loans);
• current costs (costs for all elements for the production of a unit of output and the entire volume of output);
• resource provision (substantiation of the required volumes of resources, sources and conditions for their receipt and use in production);
• the results of the operation of the joint venture (calculation of the volume of production and sales of products in kind and value terms, as well as the profit received by the joint venture as a whole and the partners creating it);
• sales of products (description of the proposed methods, means and channels for the sale of products in their own country and abroad);
• conditions for the development of a joint venture (a list of funds formed by the enterprise, justification of their required size and areas of use).

It is advisable to develop several options for a feasibility study for creating a joint venture, from which the optimal one is then selected.
Table 3.2
Typical distribution of responsibilities between CGI participants

Responsibilities
Unilateral		Bilateral
National member		confidentiality, etc.
Foreign participant

An annex to the agreement and its integral part is the charter, which characterizes the legal aspects associated with the created business entity. It usually repeats the main provisions of the agreement, which are of a fundamental nature (the legal status of the joint venture, its location, name, duration of activity, the procedure for the formation of management bodies, the statutory fund , the procedure for liquidating an enterprise, etc.).


Table 3.2
Typical distribution of responsibilities between the participants of the joint venture

Responsibilities
Unilateral		Bilateral
National member	assistance in fulfillment of customs formalities when transferring a non-monetary contribution of a foreign participant to the authorized capital of a joint venture collecting orders, selling and advertising products on the national market, etc.	contribution to the authorized capital of the joint venture participation in the management of the enterprise assistance in all areas of the enterprise refraining from actions that are detrimental to the joint venture confidentiality, etc.
Foreign participant	staffing of the enterprise collecting orders, selling and advertising products in foreign markets assistance in organizing the production and economic activities of the joint venture, training personnel, etc.

The appendix to the contract and its integral part is the charter, which characterizes the legal aspects associated with the created business entity. It usually repeats the main provisions of the agreement, which are of a fundamental nature (the legal status of the joint venture, its location, name, period of activity, the procedure for the formation of management bodies, the statutory fund, the procedure for liquidating the enterprise, etc.).
Besides, regulations it is provided that the charter may include other provisions relating to the specifics of the activities of the joint venture. These are, in particular, the assignment of shares, the funds of the enterprise, the board and its competence, the audit commission, the grounds for liquidation, etc.
Registration of joint venture. The state registration of joint ventures is carried out by the Ministry of Finance, the Ministry of Foreign Affairs or another authorized body, which is obliged to register the enterprise within 21 days from the date of filing the application or bring a reasoned refusal to the applicant. The activity of unregistered enterprises is prohibited.
The registered enterprise receives a registration certificate of the established form and from that moment acquires the status of a legal entity.
The authorized body sends a notice of registration to the location of the enterprise and publishes it in the press.
The following documents are required for registration of joint ventures:

• written statement of the founders;
• notarized copies of constituent documents in two copies;
• conclusion of examinations (if necessary);
• a notarized copy of the decision of the domestic owner of the property on the establishment of the enterprise or a copy of the decision of the body authorized by him, notarized copies of the constituent documents of each domestic legal entity participating in the creation of the joint venture;
• a document on the solvency of a foreign investor issued by a bank serving him or another financial institution (with a certified translation into Russian);
• an extract from the trade register of the country of origin or other equivalent evidence of the legal status of a foreign investor in accordance with the laws of the country of its location, citizenship or permanent residence.

The registration of a joint venture may be refused if the procedure for the formation of a legal entity or its constituent documents do not
comply with the law The inexpediency of creating a legal entity is not a reason for refusing registration. Refusal to register can be appealed in court.
State registration all additions and changes in the constituent documents of already registered joint ventures are also subject to.