Joint venture with a foreign company. Enterprises with foreign investment

Creation of joint ventures (JV) with foreign partners

Problems solved when creating a joint venture:

Investments in infrastructure;

Using the best practices of partners in marketing, management and improving the culture and quality of service for passengers and clientele. . IN Russian Federation these enterprises were allowed (their creation was legally permitted and their operation was regulated) with the aim of introducing advanced technology and organization of production, foreign currency imports and exports to third countries into our economy. To date, there are more than 2,600 of them in the Russian Federation with investors from 60 countries.

In accordance with current legislation, the profit declared by joint ventures at the end of the year after contributions to the state budget and the formation of funds of the joint venture itself is divided among the participants in proportion to their shares in the authorized capital. According to current state regulations, profit from non-core activities, after payment to the state budget and local budgets, must remain at the disposal of the enterprise team, and a significant part of it can be directed not only to production and social needs, but also to the purchase of consumer goods for employees.

The procedure for creating a joint venture.

If there is an intention to create a joint venture, negotiations are held between interested parties, the potential capabilities of various applicants are assessed and a protocol of intent is signed. A protocol of intent or memorandum of understanding (MOU - Memorandum of Mutual Understanding), although not a legal document, defines the obligations of the parties and other conditions for the creation of a joint venture, including the parties' contribution to the authorized capital and other provisions that will then be included in Agreement on the establishment of a joint venture and the Charter of a joint venture.

Proposals for the creation of a joint venture together with draft agreements and charters, which are called “constituent documents”, as well as technical and economic justification (feasibility study) is submitted by interested organizations to the management body, with the consent of which the joint venture is created. It talks about who pays how much, etc. into the main fund and what and how will be produced.

The feasibility study for the creation of a joint venture has several aspects. The first of these is the national economic effect associated with the introduction latest technologies, improving the organization of production and the level of advanced training of personnel, increasing the quality and competitiveness of services, etc. The second direction of the feasibility study is the analysis of the economic efficiency of the activities of the future joint venture, which is measured by the profitability indicators of its work. It is defined as the ratio of the annual profit from participation in a joint venture to the costs of its creation and the payback period of the investment. The feasibility study should include detailed data both on the conditions for the creation of the joint venture (size of the authorized capital, sources of its financial situation, specific contractors for the construction of the facility, sources and conditions of lending, etc.), and on the conditions of its functioning (material and technical supply, sales, wages, taxation, transport support, insurance, etc.

Preparation of a feasibility study is mandatory when creating any joint venture. However, there is no official document defining the procedure for developing and approving a feasibility study both within the country and with a foreign partner. The feasibility study should also reflect such issues as the costs of creating a joint venture and sources of covering them, the need for equipment and office equipment and the possibility of acquiring them, the availability qualified personnel and the costs of their training and retraining, the availability of the necessary production capacities for their creation.

Decisions on the creation of joint ventures by state enterprises, associations and organizations are made with the consent of a higher management body. Register with the Ministry of Finance of the Russian Federation and the State Committee of the Russian Federation for Foreign Investments and acquire rights legal entity from the moment of registration

The next stage in preparing for the creation of a joint venture is the decision by the interested parties to develop draft constituent documents. The procedure and timing for their preparation and approval are determined. As already mentioned, state enterprises and organizations establish joint ventures with the consent of a higher management body. The decisive stage in the creation of a joint venture is the signing of the constituent documents - the Agreement on the establishment of the joint venture and the Charter of the joint venture. After the entry into force of the constituent documents, the joint venture must be registered with the Ministry of Finance and Companies House. This is the final stage in the process of joint venture formation. It is given constitutive significance: from the moment of registration, the joint venture acquires the right of a legal entity. Registration consists of entering information about the joint venture into the register: name, agreement on creation, decision on creation, who approved it and when constituent documents, participants, subject of activity, size of the authorized capital and shares of participants, location, presence of branches. A registered JV is issued a certificate of registration.

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

• · preparation of a joint venture project (commercial proposal or feasibility study of a joint venture - feasibility study of a joint venture), searching for interested foreign partners and sending them a corresponding proposal;
• · conducting negotiations with a potential foreign investor and drawing up a protocol of intent;
• · preparation, coordination 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 // Volga Scientific Journal. - 2007. - No. 3. - P. 123..

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

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

Once the subject of the JV’s statutory activities has been selected, it is recommended to begin searching for a foreign investor partner. The main problem that Russian entrepreneurs face here is the difficulty in obtaining the necessary commercial information about foreign companies, since much of the information represents the business secrets of foreign companies. There is a great risk of contacting an unreliable partner if you receive insufficiently correct information. When choosing a partner and developing a feasibility study for a joint venture, it can be recommended to contact independent auditing firms that know the position of leading firms in the planned market for the sales of the joint venture’s products, or to banks that can conduct an examination of joint venture projects and give opinions on the financial reliability of certain applicants. Not least important is Vol S.V.’s own intuition and knowledge of the market. What enterprises should be opened in the regions? - Let's count! Methodological issues of substantiating the rational placement of joint ventures // Russian Entrepreneurship. - 2009. - No. 5-2. - P. 146..

Sources of information about foreign companies - potential partners are the following data:

Information that the company itself can provide:

• · certified copies of constituent documents;
• · brochures and catalogues, advertising materials published by the company;
• · balances, financial reports Lisitsa V.N. Decree. article. - P. 68..

Confidential information of credit offices, received by them through their agents.

Information from commercial banks. This is the most reliable, but also difficult to access and expensive source: observing financial position their clients over a long period of 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 begin sending out standard letters with an offer of cooperation, indicating your basic conditions and requests for conditions for participation in the foreign company’s project (commercial offer). When sending commercial proposals, it should be taken into account that the start of a joint venture in some cases involves the examination of joint venture projects. Thus, in some cases, when creating a FDI, it is necessary to obtain a conclusion from sanitary and epidemiological services and conduct an environmental assessment. Based on the positive conclusion of the expert commission of the competent authority, permission is issued on the possibility of creating a joint venture. It is advisable to have this permission before proposals for cooperation are sent to specific foreign partners.

Drawing up a protocol of intent.

Having received a positive response to the commercial proposal, you can begin negotiations, the result of which should be a documentary (in the protocol of intent) recording 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 constituent agreement 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 free form, at the discretion of the partners, it includes the main financial and economic parameters of the joint venture. The minutes also need to clearly establish the subject of the proposed statutory activities of the joint venture, so that at the stage of discussion of the constituent documents there are no misunderstandings on this issue Lisitsa V.N. Decree. article. - P. 68..

Often, the foreign founder of a joint venture insists that the results of negotiations be recorded not in a protocol of intent, but in a preliminary agreement on the establishment of an enterprise with equity participation of foreign investments.

A preliminary agreement has a different legal nature than a letter of intent, since from the moment of its conclusion it creates legal obligations for the parties that signed it and provides them with rights. Therefore, if the founders of the joint venture conclude a preliminary agreement, they will no longer be able to unilaterally evade concluding the constituent agreement of the joint venture.

Having discussed the main content of the feasibility study of the joint venture and the constituent documents, having agreed on who will draft them in the final version, where and when the next meeting of the 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. Preparation of a feasibility study along with the development of constituent documents of the joint venture seems necessary, because his goal is to miscalculate economic feasibility future joint venture. The feasibility study will answer questions that are vitally important for the partners: what everyone will have as a result of combining 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 important issues:

• · what are the external and internal markets for the products (services) proposed for release, what is its capacity;
• · what are the prices for the planned products and what is their trend;
• · what are the production costs of 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 a joint venture - the feasibility of a joint venture with the participation of these partners in a specific region.

Foreign investors usually want to receive justification on the following issues:

• · what is the system of taxation and financing of joint ventures operating on 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 from local partners Lisitsa V.N. Decree. article. - P. 68..

Signing of constituent documents.

Typically, feasibility studies of joint ventures, joint venture agreements economic activity and the creation of an enterprise with equity participation of foreign investments (the memorandum of association) and the charter of the joint venture are drawn up by the interested party. Having agreed on these documents, you can begin to sign them. If the agreement does not directly state on what date it begins to be effective, it comes into force from the moment of its signing or from some other date that can be obtained from the contents of the agreement. Those. the agreement may come 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 to the text of the agreement, the parties will have to negotiate again, agreeing on these amendments. To avoid this, before registering a joint venture, you should initial the agreement (putting the initials of the parties on each page of the text of the agreement, which will bind them with obligations), and sign the charter and agreement immediately before registering 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 can begin its state registration. Currently, the procedure for forming a joint venture in the Russian Federation has become registration-based, 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 legal form. Names of Russian and foreign co-founders. Typically, 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 affixed with a corresponding seal;
• · notarized copies of the constituent documents of the joint venture participants (legal entities) in two copies;
• · positive conclusions of relevant examinations. Most often, an environmental assessment 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 the legal entity, i.e. registration certificate; constituent document, charter; 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: evidence that the legal entity actually exists, i.e. it is registered abroad in accordance with local laws and in the relevant local legislation, and a document on the solvency of the foreign legal entity, i.e. bank certificate. Both documents must have a certified translation into Russian and undergo the procedure of consular legalization of documents. The consular legalization procedure involves contacting the Russian consulate to confirm the country of origin of the document being submitted, translating it into Russian and certifying it with the signature of the Consul General of the Russian Federation or another authorized person, as well as an official seal;
• · for Russian individuals it is necessary to indicate their passport details (attach a photocopy of the passport);
• · for foreign individuals, it is necessary to provide their passport details (attach a photocopy of the passport), a permit for economic activity, if required in accordance with the legislation of the country of residence, or, if such permission is not required, a corresponding certificate from the embassy in Russia (in Russian ).

Refusal to register a joint venture is possible only in case of violations established order formation of a joint venture on the territory of the Russian Federation and non-compliance with the legislation of documents required for registration. In other cases, the refusal is illegal. Refusal to register can be appealed in court at the request of an interested participant in the joint venture.

According to Art. 15 of the Law on Foreign Investments, the constituent documents of enterprises with foreign investments must determine the subject and goals of the enterprise’s activities, the composition of participants, the size and procedure for forming the authorized capital, the size of participants’ shares, the structure, composition and competence of management bodies, the procedure for making decisions, a list of issues requiring unanimity, the procedure for liquidating the enterprise. In addition, other provisions may be included in the constituent documents that do not contradict the legislation in force on the territory of the RSFSR and reflect the specifics of the enterprise’s activities.

Contributions to the authorized capital of an enterprise with foreign investment are assessed by agreement between its participants on the basis of world market prices. In the absence of such prices, the cost of deposits is determined by agreement of the participants. The assessment can be carried out both in the currency of the USSR and in foreign currency with the value of the deposit recalculated into rubles at the rate of the Central Bank of the Russian Federation used in foreign economic transactions.

But special legislation on foreign investment (in particular, Article 15 of the Law on Foreign Investment) does not indicate what constituent documents a joint venture must have. Considering that legal regime commercial organizations with equity participation of foreign investments is subject to the civil legislation of the Russian Federation, the answer to the question about the content of the package of constituent documents of the joint venture should be sought in the Russian Civil Code.

According to Art. 52 of the Civil Code of the Russian Federation, a legal entity acts on the basis of a charter or constituent agreement. The role and set of constituent documents of a joint venture in each specific case are not the same and depend on the organizational and legal form of their commercial organization chosen by the founders. So, in the case when a joint venture is established in the form general partnership, the charter plays a secondary role, it may not exist at all, and the legal entity is registered without a charter. If the founders, having registered the joint venture in the form of a general partnership, decide to develop a charter, then it will serve as a kind of “internal regulations” that can be changed at any time without registering the entire package of status documents.

For a joint venture in the form of a limited or additional liability company, both documents are required - an agreement and a charter. If the joint venture is established in the form of a joint stock company, then the latest civil legislation, differently than before, resolved the issue of constituent documents. In accordance with clause 14 of the Regulations on Joint-Stock Companies, approved by a resolution of the Council of Ministers of the RSFSR dated December 25, 1990, the constituent documents of a joint-stock company are an application for registration, a protocol constituent assembly and charter. At the same time, the application for registration of a joint-stock company was not recognized as a civil contract. According to Art. 98 of the Civil Code of the Russian Federation, the constituent document of a joint-stock company, which is submitted for state registration, is the charter. An agreement concluded between the founders of a joint stock company is not required for registration.

The constituent agreement must contain information about the name (name) and legal status of the founders, their location (residence), state registration (for legal entities) or identity (passport details - for individuals), size authorized capital of the enterprise being created, the participation shares (shares, number of shares) of the founders in the authorized capital of the enterprise, the procedure and methods of making contributions (payment for shares).

It is interesting that in Russian legislation there is no such thing as a joint venture. In fact, this is the unofficial name of the structure created by Russian and foreign entrepreneurs. It is registered as an ordinary enterprise, that is, in those forms determined by civil law.

The most common organizational and legal forms should be considered a limited liability company (LLC), business partnership and joint stock company.

Let's look at each of these forms in more detail.

In the form of a limited liability company

A limited liability company is the most popular form for joint venture economic activity. According to Art. 87 of the Civil Code, it is a business company whose authorized capital is divided into shares of each of the participants. The latter, in turn, are not financially responsible for its activities, bearing the risk of losses only within the limits of ownership of the shares they own. The number of participants in such an organization, according to Art. 88 Civil Code, limited to 50 persons, including foreign company. To obtain LLC status, the investor's share in the authorized capital must be at least 10%.

Flexible mechanisms, which determine the creation of a joint venture in the form of an LLC, make it possible to streamline the agreements of the participants in the company’s charter:

• disproportionate distribution of votes;
• disproportionate distribution of profits;
• the ability to determine the conditions for leaving the LLC;
• securing additional rights and obligations of participants, etc.

In the form of a business partnership

Joint projects with foreign investors can also be implemented in the form of business partnerships - commercial organizations with shared capital consisting of contributions from the founders. All these contributions, as well as the property produced and purchased, belong to the partnership. They can be created in the form of a full or limited partnership.

Complete, according to Art. 69 of the Civil Code, a partnership is recognized where each participant carries out activities on behalf of the joint venture and is liable for its debts with all his property. Such participants, called general partners, can be both individual entrepreneurs and commercial foreign companies. Each of the participants in the partnership acts on its behalf, unless the founding agreement stipulates joint conduct of business. Both profits and losses are distributed among the partners in proportion to their shares.

Limited, according to Art. 82 of the Civil Code, a partnership is recognized in which, along with general partners, certain limited investors also participate, who do not take part in the management of the enterprise, and are also liable for the debts of the partnership only with the value of their contribution.

In the form of a joint stock company

A joint venture is often created in the form of a joint stock company. A joint stock company, according to Art. 96 of the Civil Code, an organization is considered whose authorized capital is divided into shares, and the shareholders who own these securities are liable for obligations only by the value of these shares. The founders of a joint venture in the form of a joint-stock company can be legal entities, individuals and foreign companies, whose contribution must be at least 10% of the authorized capital. Joint stock companies are usually divided into public and non-public.

Should be considered public joint stock companies, whose shareholders have the right to alienate their shares to anyone, while the number of shareholders and founders is not limited by law. At the same time, non-public joint-stock companies can transfer shares only among the founders or a limited circle of persons determined in advance, while the number of shareholders is limited to 50 persons.

Types of joint ventures in international law

As is known, the legal regime of a joint venture with the participation of foreign capital is determined by Art. 4 “On foreign investments in the Russian Federation” dated 07/09/1999 No. 160-FZ, according to which it cannot be worse than the regime provided to foreign investors. At the same time, the legislator does not exclude the introduction of restrictive or stimulating exemptions that will not make the legal regime less favorable.

In their activities, foreign entrepreneurs can count on full legal protection, guarantees and benefits that domestic companies have. But regardless of the legal regime applied to the joint venture as a separate economic unit, and depending on the behavior of the founders, the distribution of powers to control and manage the joint venture can be divided into three types:

1. JV with equal control.
2. A joint venture with predominant control of one of the partners.
3. Independent joint ventures.

Let's look at each of them in more detail.

JV with equal control

Joint ventures of the first type are traditionally endowed with autonomy in management matters and independence in management matters. In the event of the establishment of such an enterprise, foreign business partners who are one of the founders are endowed with equal rights with domestic entrepreneurs in matters of control and management of their subsidiary. However, according to established practice, the founders of the company do not accept active participation in matters of management and management of a new enterprise, ensuring its management the right to independent decision-making.

JV with predominant control of one of the partners

This type of joint venture is typical for a joint business where one of the founding partners occupies a dominant position. If you are interested in creating a joint venture with foreigners in Russia in this format, then you need to take into account that such steps by foreign partners may be due to the desire to enter a new market. Often, such parent companies create a whole network of joint ventures with the expectation of taking a dominant position among partners, acting as a central regulator in relation to them.

Independent joint ventures

An exceptional and rare type of conducting joint international business, since it is designed for the primary role of the created joint venture in the business of the partners: the founding companies fade into the background. At the same time, the attitude of the parent companies plays a key role in the success of the created joint venture, since its viability depends on their financial capabilities and the thoroughness of all factors. Such joint ventures are characterized by the trust of partners, the equivalence of their contributions, equal control and management capabilities - otherwise the new enterprise is doomed to failure.

Advantages of forming joint ventures

Like any other form of international cooperation, the creation of joint ventures with foreign partners has a number of advantages that help minimize financial risks domestic investors and ensure rapid growth financial indicators. Among them, in particular, it is worth highlighting:

• ability to develop multiple markets for small companies who do not have the financial means;
• the ability to attract several foreign partners to increase the company’s financial capabilities and minimize the financial risks of domestic investors;
• obtaining the status of an enterprise with foreign investment allows you to count on full legal protection and even preferential taxation programs, customs payments and duties if this is established by law in the interests of the socio-economic development of the Russian Federation;
• attracting foreign capital to the domestic economy, etc.

Creation of a joint venture in the Russian Federation

As we found out, a joint venture is only a form of conducting transnational business, but not an organizational and legal form of registration of an enterprise. Being, according to the Law “On Foreign Investments in the Russian Federation,” an enterprise with foreign investment, the procedure for its creation and registration occurs according to the standards provided for domestic companies.

Thus, registration of joint ventures with foreign investment is carried out in the order established by law“On state registration of legal entities and individual entrepreneurs» dated 08.08.2001 No. 129-FZ.

Specific features of this procedure will depend on the organizational and legal form chosen by the founders.

It is noteworthy that the creation of a joint venture is possible not only by registering a new enterprise, but also by purchasing a stake in an existing company by a foreign investor.

Documents and information required for establishing a joint venture

When creating and registering a joint venture with foreign investment, partners will need to provide the following information and documents:

• written statement of the founders;
• the name of the company being created indicating its organizational and legal form;
• planned types of economic activity being carried out indicating OKVED codes;
• information about the founders, including an extract from the trade register of the country of origin of the foreign company, as well as a certificate from the bank;
• a package of constituent documents, including the constituent agreement and charter;
• copies of the constituent documents of each of the founders;
• the size of the authorized capital with the distribution of shares of the founders;
• legal and physical address;
• personal data of the director, chief accountant;
• the taxation system used;
• Contact details.

Formation of the authorized capital of the joint venture

The authorized capital of the joint venture is formed from contributions from domestic and foreign founders of the company. Each of the founders has the right to make both monetary and non-monetary contributions. If a foreign investor contributes his share in foreign currency, he is obliged to take into account the difference in exchange rates. When making a non-monetary contribution, it can either be purchased in the Russian Federation or imported into its territory in accordance with the law.

Please note that goods imported as a contribution to the joint venture must be reflected in the constituent documents, and their value must not exceed the amount of the investor’s non-monetary contribution established in the documents. Such a contribution is subject to an examination of the veracity of the assessment of non-monetary contributions, without an act on which it cannot be considered included in the authorized capital.

Let us note that the policy of formation of the authorized capital is determined by:

• the nature and scope of the joint venture’s activities;
• financial capabilities of the founders;
• ability to attract third party funding.

Head of the joint venture and his powers

Both Russian and foreign citizens who have received the right to work in the territory of the Russian Federation in accordance with labor legislation have the right to head the created joint venture. The director, as a rule, is appointed by the founding meeting of the joint venture, about which a corresponding protocol is drawn up.

The manager solely manages the joint venture and its property, representing the interests of the organization, enters into contracts, issues powers of attorney, performs the functions of the executive body, etc. According to Art. 274 of the Labor Code of the Russian Federation, the rights and obligations of the head of the organization are determined by the constituent documents.

Accounting and reporting of joint ventures with foreign investment

Hiring employees in a joint venture

Obviously, the joint venture will need to select personnel to operate. Despite the status of a company with foreign investment, the recruitment of employees is carried out within the framework of the domestic labor legislation by concluding with them employment contract. Every employee of the company is guaranteed all labor rights, enshrined in the Labor Code of the Russian Federation and other regulatory legal acts, ignoring them in any way is unacceptable. In addition, the employer will be required to transfer monthly insurance premiums to the Mandatory Health Insurance Fund and the Pension Fund.

It is convenient to calculate and pay salary taxes, as well as submit reports in the proven Russian service “My Business”.

Features of customs rules for joint ventures

Joint ventures, compared to other companies in the Russian Federation, are endowed with some advantages in terms of collecting customs taxes. Thus, Decree of the Government of the Russian Federation dated July 23, 1996 No. 883 established special customs rules for a joint venture with a foreign company. In particular, “benefits for payment of value added tax in relation to goods imported by foreign investors as a contribution to the authorized (share) capital” apply only to goods related to the main production assets, while information about them must be reflected in the constituent documents of the joint venture, and the goods themselves must be imported within the time limits established by the constituent documents.

Liquidation of a joint venture

Liquidation of a joint venture with a foreign company is carried out in general procedure on the grounds provided for in Art. 61 Civil Code:

• by decision of the founders and the constituent meeting, which includes a foreign investor. Such a decision may be due to the expiration of the period for which the enterprise was created, or the achievement of the goals set for it;
• by court decision in cases provided for in Part 3 of Art. 61 of the Civil Code (when state registration is declared invalid, when carrying out activities without permission, etc.);
• in case of bankruptcy of a joint venture.

According to the letter of the Presidium of the Supreme Arbitration Court dated January 18, 2001 No. 58, the liquidation of a company with foreign investment is impossible without the express consent of the foreign investor.

Sale of a share in an LLC to a foreign investor

As we have already said, according to the provisions of the Law “On Foreign Investments in the Russian Federation”, the formation of a joint venture with foreign capital is possible not only by creating a new company, but also through the sale of shares to investors in existing companies. Since the Russian Federation has a national legal regime for investment, foreign companies have the right to acquire shares in business companies on an equal basis with Russian ones, however, this will be a foreign investment only if they purchase a share of at least 10% of the authorized capital.

The Peugeot Citroen plant will be built in Uzbekistan in one year

IN Lately 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 the moment, separate defined by law term " Joint venture"does not exist, however, based on the meaning and goals of creating such a 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 company within which the joint venture is created and other current legislation. When creating a joint venture, common ownership is created with foreign investors for financial and material resources. A joint venture is an independent economic unit that bears responsibility as determined 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 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, technical, foreign trade and other functions. Characteristic feature A joint venture is also the fact that the goods and services produced are in common ownership of domestic and foreign partners. All types of products are sold both in the country where the joint venture is based and abroad.

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

Goals of creating a joint venture

1. More complete saturation of the market of the country where the joint venture is located with goods and services that are the subject of the joint venture’s activities.
2. Attracting advanced technologies, management experience, additional material and financial resources to the country.
3. Expansion of the export base
4. Reducing imports through the release of import-substituting products
5. Expansion of sales markets
6. Tax optimization.
7. Other goals and objectives of the joint venture participants and the country where the joint venture is located.

Sequence of stages for creating a joint venture

1. Determining the goals of creating a joint venture.
2. Analysis of the 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 a 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 for the creation of a joint venture in the authorities state power, if this 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 can create a legal entity, either by establishing a new company in accordance with Russian legislation (independently or with a Russian partner), or by acquiring shares (shares) in an already existing Russian company.

The 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 for by law. It should be noted that the most common organizational and legal forms of enterprises with foreign investment are business partnerships and society. The choice of organizational and legal form is made depending on what goals are pursued when creating a company, what type of business is interesting for the investor, the number of founders, the size of the authorized capital, and so on.

Registration of a joint venture is regulated by Federal Law No. 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 for registering joint ventures using one of the options you choose:

1 option

Option 2

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 (additionally indicate the abbreviated name in Russian and possibly indicate it in a foreign language);

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

3) Legal address of the company (if the premises are on the right of ownership, then it is necessary to provide a copy of the certificate of ownership, if on the right of lease, then it is necessary to provide a letter of guarantee on the provision of the premises + a copy of the certificate of ownership);

4) Taxation system (regular or simplified);

5) Types of activities of the joint venture (define the “main” OKVYD);

6) Composition of the founders and their data:

a) if the founders are Russian individuals, then the following must be provided: passport data, TIN Certificate (if available);

b) if the founders are Russian legal entities, then the details of the organization, a certificate of state registration, a certificate of registration, constituent documents, a decision (protocol) on the appointment of an 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 are provided;

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

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

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

· a document confirming the fact of registration of a foreign organization (Certificate of Registration or Certificate of Incorporation);

· charter (or other similar document provided for 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 who has the right 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 creating a joint venture must be submitted in the form of copies, translated into Russian and notarized.

7) Information about the sole executive body:

· if Russian individual, then the following are provided: passport data of the person performing the functions of the executive body and TIN certificate (if available);

· if a foreign individual, then a copy of the passport translated into Russian and certified by a notary is provided.

Apostille

Apostille is 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, in appropriate cases, the authenticity of the seal or stamp that affixes the document being provided.
Apostille is affixed on 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 drafts of constituent and other necessary documents, which the best way take into account your rights and interests, in full compliance with the requirements of 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 numbers listed on the website right now. Preliminary consultation is provided completely free of charge.