The modern world economy is based on the processes of integration and international cooperation. Despite political differences, Russia has not lost its interest in equal participation in the global economy. In addition, the Russian market remains attractive for foreign partners. Russian enterprises are confidently entering the markets of other countries, which promotes the exchange of experience, the development of scientific and technical potential, attracting capital, and allows increasing production efficiency through the international division of labor.

One of the most common forms of cooperation is the creation of joint ventures in which national and foreign organizations participate. Today, the creation of joint ventures is the most common form of attracting foreign direct investment.

Sergei Karpekin, General Director of SIBERIAN LAW COMPANY LLC, talks about the laws regulating the activities of joint ventures, registration of joint ventures and organizational and legal forms of joint ventures.

"SIBERIAN LAW COMPANY" operates in the market legal services for more than twenty years and has significant experience in creating and supporting the activities of joint ventures.

Before we talk about creating joint ventures, you need to understand what it is. The term “joint venture” is not legal, but rather an everyday, economic one.

Joint venture- these are any types legal entities and non-legal organizations, as well as contractual forms of implementation joint activities, in which foreign and national investors are equal participants.

Opinions vary regarding which organizational forms may qualify as joint ventures. Some people classify branches and even 100% subsidiaries as joint ventures, but I believe that if a 100% foreign enterprise operates in Russia, then it is quite difficult to talk about any kind of joint activity between Russian and foreign investors.

There are contractual forms of joint activities of foreign and Russian enterprises. There are quite a lot successful examples, when the beginning of joint activities began not with the creation of firms and corporations, but with the conclusion of agreements. This is convenient when you need to implement a project, get results, and that’s where the joint activity ends.

One of these forms is “ consortium" - an organizational form of temporary association of independent enterprises and organizations for the purpose of coordinating them entrepreneurial activity. In this case, we can talk about an international consortium. There are many well-known companies, such as: Chrysler General Motors,Toyota, began to implement their joint projects with the creation of an international consortium.

This form can be used at the start of a project, when it is necessary to understand whether the partners are able to act together, or whether they are at risk. different levels understanding the goals and objectives and before creating a joint venture, they still need to move.

If we still talk about a joint venture as a legal entity, then the first thing that is important is the issue of jurisdiction.

The world economy is structured in such a way that any enterprise is under the jurisdiction of one state or another. Accordingly, when we talk about a joint venture, the issue of jurisdiction becomes key.

Practice shows that for many years, when implementing joint projects, including in Russia, businessmen chose the jurisdiction of foreign states. This is primarily due to the fact that the jurisdiction of other states is more flexible, which allows partners to more accurately regulate business relationships.

Therefore, today the following scheme is popular: foreign and Russian investors unite under foreign jurisdiction, for example in Cyprus, create a joint venture there, and Russian Federation A 100% subsidiary is already operating.

However, the situation is Russian market is gradually changing. In 2015, there were major changes in legislation. Appear enough good opportunities to create joint ventures under Russian jurisdiction.

If a joint venture is created by a Russian entrepreneur for the purpose of exporting its products, then, as the experience of our work shows, it is more logical to create joint ventures where these products will be sold.

Most of the joint ventures in Russia, except for the raw materials sector, were created in order to develop our market.

Many well-known companies - Mars, Harris and others wanted to sell their products in Russia. Not knowing the local specifics, they found a local partner with a small share of participation and created a so-called joint venture. The goal of this enterprise was to enter our market, make investments, build factories, and build a logistics infrastructure. After the business was created, the foreign partner, as a rule, bought out the share of the Russian partner, who in turn left the business. This is due to the reluctance of foreign companies to deal with any local problems, just business. Therefore, all the companies that I spoke about, as well as Oriflame, IKEA, they now exist in our market as subsidiaries 100% owned by foreign companies.

The same applies to our entrepreneurs who enter foreign markets. They create joint ventures with foreign partners, taking advantage of their jurisdiction. When creating such an enterprise, it is important to understand the regime in which our investments in foreign country will work. There are a lot of specifics, it is complex and in order to understand it, you need to attract local specialists.

If we talk about the creation of joint ventures on the territory of the Russian Federation, then attention should be paid to several important legal acts.

Firstly, this Civil code RF (Part 1, Chapter 4, Legal Entities), it defines all the principles, the entire system of legal entities and the procedure for their activities on the territory of Russia.

Secondly, when creating joint ventures, it is important to know and understand the effect of two laws: federal law dated 07/09/1999 No. 160-FZ “On foreign investments in the Russian Federation” and federal law dated 04/29/2008 No. 57-FZ “On the procedure for implementing foreign investments in business entities that are of strategic importance for ensuring the country’s defense and state security.”

These regulations regulate the activities of joint ventures in Russia, the essence of which boils down to the fact that on the territory of the Russian Federation, foreign investors, and they can be both legal entities and individuals, are provided with mainly national treatment. That is, a foreign investor on the territory of the Russian Federation enjoys all the same rights that Russian investors enjoy. However, when entering a foreign market, an investor must take into account country and political risks. Therefore, in order to stimulate and attract foreign investors, the law on foreign investment provides a number of additional guarantees, which are provided to a foreign investor when various situations, such as requisition, nationalization, changes in the tax regime, etc. In my opinion, accepted standards Not very bad at all. They enable a foreign investor to enjoy certain advantages.

I will not talk about special economic zones, since the law on foreign investment does not apply to them. It has its own regulation, with its own characteristics.

Federal Law No. 57, regulating the procedure for foreign investment in strategic enterprises, is also important to know and take into account, because investors’ interest can be directed not only to the economic component, but also to the political, military spheres, etc.

This law preserves and protects the interests of the Russian Federation from the control of those enterprises that are of strategic importance. The law defines 45 types economic activity, which include restrictions. But this does not mean that a foreign investor cannot enter or create joint ventures; there are simply slightly different regulatory mechanisms in this area. The state seeks to limit the control of foreign investors over Russian enterprises that have an interest in such areas as the defense industry, nuclear energy, raw materials complex and others.

The principle of legal restriction is as follows: in one case, this is preliminary approval for the creation of a joint venture, or entry into capital. Coordination is carried out by the Federal Antimonopoly Service, which acts jointly with the relevant ministries. They determine how much the entry of a given foreign investor into a specific enterprise will affect defense capability, whether conditions will arise for the disclosure of secrets, prohibitions, etc. A conclusion is made: the deal is agreed upon or not. In our practice, there have been cases when transactions did not receive approval.

The approval procedure is required when the degree of control and inclusion is more than 10% authorized capital, if less than 10% of the authorized capital, then a notification procedure takes place. After completing a transaction to enter into the capital of an enterprise, the investor is obliged to notify the Federal Antimonopoly Service about this. This notification makes the transaction legitimate, since the law establishes fairly strict consequences. Failure to comply with these procedures will result in the transaction being deemed void.

Regarding the registration of joint ventures.

The changes that have occurred in Russian civil corporate law have created a serious basis for the incorporation of Russian and foreign investors under the jurisdiction of the Russian Federation.

Today, when creating a joint venture, partners can immediately enter into a corporate agreement, which will determine a special procedure for making decisions on individual issues, for example, by appointment of governing bodies, as agreed major transactions. The corporate agreement is interesting because it is not public and only the participants of this agreement can know about its contents. There are pros and cons here. On the one hand, there is a confidentiality factor, on the other, many foreign investors are afraid of the absence of this agreement in the public sphere, that is, its availability to third parties, those who enter into transactions with the company, can seriously infringe or limit their rights.

Today our legislation, namely the law " About societies with limited liability ", allows many things to be regulated at the level of the Charter. And the Charter is a public document, accessible to any user, and today we can already in the Charter provide for a disproportionate distribution of votes on certain issues, if a minority shareholder wants to have a majority on some issues. For example, an investor is afraid that the company may be liquidated without his will. The Charter can stipulate that in this matter his vote will be decisive. This is a fairly serious norm.

Another example is the withdrawal of a participant from society. Previously, this was a strict norm. A participant could leave the company at any time and demand payment of the value of his share. This also had its pros and cons. Yes, the rights and obligations of the person leaving were protected, but for business it was a disaster. Because if the share was very large, the enterprise was operating successfully, with good economic and financial indicators, then payment of the share could provoke a stoppage of activity. Now such situations can be spelled out in the Charter: provide for withdrawal from the society or not provide for it.

In addition, today we can talk about consolidating additional rights and responsibilities, both for all and for certain categories of participants.

These are just three examples of changes in legislation that show how much more flexible our corporate legislation has become. What can we use today to increase the reliability of our partnerships and reduce the risks that arise in these relationships.

This is important to remember, because based on the experience of our company, many joint ventures that were created in the Novosibirsk region no longer exist. Our entrepreneurs created joint ventures with entrepreneurs from China, Turkey, America, Europe, Kazakhstan and many other countries.

Let me give you this example: one company successfully imported mayonnaise here, then they decided to create a joint venture in Novosibirsk. Korean investors invested and built a plant. After several years collaboration They realized that they couldn’t work together. Reason: they could not agree on decisions and did not understand each other’s approaches. Our Russian side wanted to make a profit, the Korean side wanted to invest this profit in the further development of production. As a result, there is no longer a joint venture, there is Russian enterprise.

Or take such a well-known example as New York pizza. The business started as a joint venture. There were groups of Russian and American investors. After working for several years, they had disagreements on the value level; there is no other way to describe it. Usually their negotiations ended before they even began. Therefore, with endless courts in all instances, including Supreme Court, this enterprise was split into two: Russian and American.

My opinion is that before you create a joint venture, you need to think everything through. Registering an enterprise is simple; there are no obstacles to registering a joint venture. This is done exactly the same as any Russian enterprise. There is only one caveat: you need an extract from the register of foreign legal entities of the corresponding country of origin or other proof of equal legal force of the legal status of the foreign legal entity - the founder, which must be translated, and the translation must be certified either by an apostille or by consular certification, if the country is not is a member of the Hague Convention. And that's it, there are no more restrictions. Within a week, a joint venture can be created.

There can be many risks after creating a joint venture. The relationship between partners in a corporation is a separate issue. Here the first place does not come legal side business, but more psychology.

It is more difficult with branches and representative offices. There is a nuance here; branches and representative offices of companies require accreditation. Accreditation is carried out by the Federal Tax Service, and only the division in Moscow. This is where difficulties can arise: both bureaucratic and corrupt. In other words, simply accrediting a branch or representative office will not work.

When joint ventures are created in Russia, most often their organizational and legal form is a limited liability company. There are different organizational and legal forms, but the practice of working with foreigners shows the priority of LLC. Joint-stock companies are practically not used today; it makes sense to open an enterprise in such organizational form there is only when you are going to sell shares. The company operates in the form of an LLC Mars, Oriflame, IKEA and most foreign companies. This organizational and legal form is most suitable for both small and large businesses.

A joint venture (JV) is an enterprise, corporation or other association formed by two or more legal entities and individuals who have joined forces to create a long-term profitable business. The establishment of a joint venture is based on an agreement defining 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 firm jointly owned by two or more owners (legal entities and individuals) from different countries. These are exactly the types of enterprises that were common in Russia in the early 1990s. Then there were also terminological errors, because It was often believed that a joint venture is an organizational and legal form of doing business. But joint entrepreneurship is 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 international business operations. This attribute determines the order of settlements between partners.

JV is the only possible form of joint ownership of the means of production; Such enterprises are essentially focused on mutual interest and the 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 validity periods, sometimes relatively short. The creation of a joint venture is associated with solving many problems related to standardization and certification of production, logistics, and overcoming export restrictions existing in many countries.

Important motivations for creating a joint venture are the difficulties of companies independently entering foreign markets, insufficient knowledge of the foreign economic environment and the need to combine the efforts of partners in conditions of growing economic uncertainty. Foreign companies, when establishing a new enterprise in another country, attract local capital and strive to establish good relations with local authorities, play along with national feelings and reduce the severity of criticism addressed to 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 significantly lower than when purchasing a foreign company or creating a branch (representative office).

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

In some cases, companies combine resources to fight larger and more powerful competitors. Sometimes, to reduce 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) created a joint venture Autolatina in Brazil to assemble cars.

The creation of a joint venture is often associated with a lengthy 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 international technology transfer;

♦ 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 activities, organizing production of products 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 enter 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 opportunity to use the resources of one of the founders of the joint venture at relatively low prices;

♦ cost reduction through the use of transfer (intra-company) pricing, saving on sales costs;

♦ improving logistics by obtaining scarce material resources, semi-finished products, and 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 a joint venture can be identified.

1. Location JV and its founders. JVs are created by companies from one country (national capital) or from different countries. Based on the belonging of the founders of the joint venture to different countries, the following combinations can be distinguished: industrial developed countries- industrialized countries, industrialized countries - developing countries, developing countries - developing countries.

2. Form of ownership SP. It is possible to distinguish between joint ventures 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. Share of participation partners in the capital of the joint venture. JVs can be created on a parity basis (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 benefits JVs were provided depending on the share of foreign capital in authorized capital SP.

4. Type of activity. Depending on the partners’ goals, we can talk about joint ventures of a research nature, joint ventures of a production nature, purchasing joint ventures, marketing joint ventures, and complex joint ventures.

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

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

Joint entrepreneurship, which has become widespread in international business, has important advantages:

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

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

♦ the possibility of integrated use of partners’ efforts to interact in pre-production, production and sales areas, combining complementary elements of productive forces belonging to partners, as well as achieving a synergistic effect;

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

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

♦ reduction of costs for the production of products supplied from the joint venture to a foreign partner company for cooperation relations;

♦ formation of management bodies of the joint venture (Board of Directors, Management Board), independent of the management bodies of the founding enterprises of the joint venture;

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

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

♦ shared risk burden and joint limited liability of partners.

Joint entrepreneurship also has 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-functioning joint ventures. Direct management of economic activities, solving problems of strategy and tactics can only be carried out taking into account the opinions of all partners. Lengthy coordination is often necessary when developing a joint concept. Conflicts between partners are usually associated with the distribution of profits, unequal activity of partners, and the desire of one of the partners for a more active participation 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 necessary.

The structure of the economy, i.e. the quantitative and qualitative ratio of enterprises and organizations of different 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 economic development. Financial and industrial groups and business unions continue to develop.

IN lately Joint business with international companies has become popular in our country. Beneficial influence Such a surge was caused by the development of the economy in our country, and accordingly, many opportunities appeared in the field of foreign economic activity.

At the moment, a separate term defined by law “ 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 - relatively new organizational and social form 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(JV) is a form of country participation in the international division of 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 projects constituent documents.
7. Coordination of proposals for the creation of a joint venture in the authorities state power, if necessary under the laws 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 operating Russian company.

Organizational and legal forms of companies with foreign investment(as with equity participation 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-129 “On state registration legal entities and individual entrepreneurs" It should be clarified that in addition to this law, it is necessary to be guided by the norms of 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 according to 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 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 details:

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 are provided executive body, letter from the State Statistics Committee on the assignment of statistics codes, 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 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;

· document confirming the fact of registration 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 a Russian individual, then the passport data of the person performing the functions of the executive body and the TIN certificate (if available) are provided;

· 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 issued by 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 in the best possible 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.

In accordance with the Decree of the Government of the Russian Federation of June 6, 1994 No. 655 “On the State Registration Chamber under the Ministry of Economy of the Russian Federation” state registration of joint ventures oil and gas production, oil and gas processing and coal mining industries, regardless of the size of their authorized capital, as well as enterprises in which the volume of foreign investment exceeds 100 million rubles, is carried out by the State Registration Chamber (SRC) under the Ministry of Economy of the Russian Federation in agreement with the administrations of the republics, territories, regions, autonomies, cities of Moscow and St. Petersburg, on the territory of which these enterprises are created.

Registration of other joint ventures is carried out by the governments of the republics within the Russian Federation, administrations of territories, regions, autonomous regions, autonomous okrugs, cities of Moscow and St. Petersburg. Registration of enterprises with a legal address (postal address) in Moscow is carried out by the Moscow Registration Chamber. Enterprises with a legal address in the Moscow region are registered by the administration of the Moscow region (department for foreign economic activity).

State registration of joint ventures is carried out in accordance with the Regulations on the procedure for state registration of business entities, approved by Decree of the President of the Russian Federation of July X, 1994 No. 1482, and in compliance with the specifics provided for by the Law of the Russian Federation “On Foreign Investments in the RSFSR”.

State registration of joint ventures carried out in the presence of the following documents:

1. a written application from the founders with a request to register the created enterprise (if the registering authority is the State Register, the application is drawn up in the name of the first deputy general director of the State Registration Chamber under the Ministry of Economy of the Russian Federation and includes a request to register the created joint venture and enter it into State Register);
2. notarized copies of constituent documents in two copies:
3. conclusions of relevant examinations in cases provided for by law;
4. for Russian legal entities - a notarized copy of the property owner’s decision to create an enterprise or a copy of the decision of the body authorized by him, as well as notarized copies of constituent documents for each Russian legal entity participating in the creation of a joint venture;
5. a document on the solvency of a foreign investor issued by its servicing bank or other financial institution (with a certified translation into Russian);
6. extracts from the trade register of the country of origin or other equivalent evidence of the legal status of the foreign investor in accordance with the legislation of the country of his location, citizenship or permanent residence (with a certified translation into Russian).

The submitted original bank certificates and extracts from the trade register in a foreign language must be previously certified in the country of origin of the foreign partner. then their officially certified translation into Russian is carried out and the procedure for legalization of documents is carried out in accordance with the Provisions of the Vienna Convention on Consular Relations of 1963 and the Consular Charter of the Russian Federation. The consular legalization procedure involves contacting the consulates of the Russian Federation 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 person authorized by him. as well as the official seal.

Legal entities registered in countries that have joined the Hague Convention of 1961 (44 countries), instead of the consular legalization procedure, can receive an apostille from the consulates of the Russian Federation - a special seal certifying the authenticity of the submitted document. If there is an apostille, documents in any country party to the Hague Convention are considered legalized and must be accepted without additional confirmation by the consulate.

State registration of joint ventures in the form of joint-stock companies is carried out in accordance with the order of the Ministry of Economy of the Russian Federation dated February 7, 1996 No. 2 “On the procedure for registering joint-stock companies with foreign investments.” The list of documents required for state registration of joint-stock companies with foreign investments and their inclusion in the State Register of Commercial Organizations includes:

1. Written application of the founders with a request for state registration of a commercial organization and its inclusion in the State Register - 1 copy.
2. Document on agreement with the administrations of the constituent entities of the Federation (administrations of territories, regions, republics, national districts on the territory of the Russian Federation) (original or copy, certified by a notary or local authorities) - 1 copy.
3. Card “Registration information...”, fully filled out on both sides (types of activity, dates, etc.), certified by the founders or an authorized representative, - 1 copy.
4. Charter - original and notarized copy.
5. Agreement on the establishment of a company (notarized copy) - 1 copy. (If there is only one founder, no agreement is drawn up.)
6. Decision to establish a company (minutes of the founding meeting - notarized copy) - 1 copy.
7. An extract from the trade register of the country of origin of a foreign legal entity or other equivalent confirmation of the legal status of a foreign investor in accordance with the legislation of the country of its location, citizenship or permanent residence (original or notarized copy with a mark of legalization and a certified translation into Russian) - 1 copy. Submitted to the State Registration Chamber annually. For countries participating in the Hague Convention of October 5, 1961, it is possible to affix apostille stamps.
8. A document on the solvency of a foreign investor, issued by the bank serving him, with a mark of legalization and a certified translation into Russian (original or notarized copy) - 1 copy. Period from date of issue the specified document before submitting an application to the State Register - no more than 6 months. Submitted to the PIU annually.
   (For countries party to the Hague Convention of October 5, 1961, an apostille stamp may be affixed.)
9. Constituent documents for Russian founders - legal entities (a copy of the registration certificate and a copy of the charter, certified by a notary or a registering authority) - 1 copy.
10. For Russian founders - legal entities - the decision of the owner of the property or the decision of the body authorized by him to create joint stock company(copies certified by a notary or registration authority) - 1 copy.
11. Conclusion of relevant examinations in cases provided for by the laws of the Russian Federation (from the Ministry of Fuel and Energy of the Russian Federation, the Ministry of Ecology of the Russian Federation, the State Committee of the Russian Federation for Antimonopoly Policy, etc.) - originals or notarized copies - 1 copy.
12. Power of attorney to conduct business at the State Registration Chamber (if the conduct of business is entrusted to an authorized person) - 1 copy. (The power of attorney is valid for up to 1 year, unless the power of attorney is limited to a shorter period.)
13. Receipt for payment of the registration fee. The state fee for registering a joint venture is equal to four times the minimum wage per month.

The registration period for a joint venture in accordance with the Law of the Russian Federation “On Foreign Investments in the RSFSR” is 21 days from the date of filing an application for registration.

Refusal of state registration of a joint venture is possible only in case of violation of the procedure for the formation of such an enterprise established by the legislation in force on the territory of the Russian Federation or inconsistency of the documents required for registration. Refusal to register may be appealed to judicial procedure.

From the moment of registration with the authorized body, the joint venture acquires the status of a legal entity. A registered enterprise is issued a registration certificate of the established form. Previously, the joint venture receives a temporary registration certificate, on the basis of which it is registered with the State Statistics Committee of the Russian Federation for assigning codes, in tax office at its legal or postal address, opens bank accounts, and makes its own seal. After carrying out the above actions and depositing 50% of the authorized capital into your current account, which is confirmed by the corresponding bank certificate, the enterprise receives a permanent certificate of registration and one copy of its constituent documents with the corresponding marks of the registering authority. These constituent documents are the main copy, from which the required number of notarized copies are subsequently made, if necessary.

Created in due course joint venture must register with the Pension Fund of the Russian Federation, the Fund social insurance and the Employment Fund.

The economic activities of an unregistered joint venture are prohibited by Russian law. Income received from the activities of such an enterprise is subject to judicial collection and is contributed to the local budget.

All joint ventures created in the Russian Federation are subject to inclusion in the State Register, which is a systematic collection of data on enterprises operating in the country. Joint ventures, the registration of which is carried out by the State Register, are simultaneously entered by the State Register into the State Register. To be included in the State Register, the remaining joint ventures must submit the following documents to the State Register:

1. a notarized copy of the joint venture registration certificate;
2. two notarized copies of the constituent documents of the joint venture;
3. confirmation from the State Statistics Committee of the Russian Federation that the enterprise has been registered;
4. confirmation from the tax office that the joint venture has been registered;
5. confirmation from the bank that the joint venture has opened an account and transferred at least 50% of the authorized capital to it;
6. “Registration information...” card;
7. documents for Russian founders (individuals and legal entities) necessary for registering a joint venture;
8. documents for foreign founders (legal entities and individuals) required for registration of a joint venture;
9. document confirming payment of the state fee for entering the joint venture into the State Register.

All additions and changes to the constituent documents of already registered joint ventures are also subject to state registration. A notarized copy of the decision of the relevant management body of the joint venture to make changes or additions to the constituent documents is submitted by the enterprise to the registration authority no later than 30 days after their adoption. These changes and amendments come into force only after their registration. Most often, such changes include changes in the composition of the founders of the joint venture, its organizational and legal form, the subject of activity, and the amount of the authorized capital. To register changes and additions to the constituent documents, the following documents must be submitted:

1. JV registration certificate (or its notarized copy);
2. constituent documents of the joint venture before changes are made with the marks of the body that registered it or notarized copies in one copy:
3. notarized copies of the decision of the authorized body of the joint venture on making appropriate changes or additions to the constituent documents (extract from the protocol general meeting shareholders on the admission of new members, increase in authorized capital, etc.) - 2 copies;
4. notarized copies of a new version of the constituent documents or separately executed additions and changes to them - 2 copies;
5. all documents necessary to formalize changes and additions to the constituent documents of the joint venture in accordance with the requirements for initial registration (if we're talking about about accepting a new foreign or Russian partner, you must additionally submit all the required documents).

Taxation of enterprises with foreign investments is regulated by the “Methodological recommendations to tax authorities on the application of certain provisions of Chapter 25 of the Tax Code of the Russian Federation concerning the specifics of taxation of profits (income) of foreign organizations” dated March 28, 2003. No. BG-3-23/150 in accordance with clause 2 of Art. 4 of the Tax Code of the Russian Federation (Part I), as well as in connection with the entry into force Federal Law dated May 29, 2002 N 57-FZ “On introducing amendments and additions to part two of the Tax Code of the Russian Federation and to certain legislative acts of the Russian Federation.”

The above guidelines are not normative legal act and were issued in order to ensure uniform application by tax authorities of the provisions of Chapter 25 of the Code and international treaties on the avoidance of double taxation, as well as monitoring compliance with the legislation of the Russian Federation on taxes and fees. In connection with the entry into force of Chapter 25 of the Code on January 1, 2002, Instruction of the State Tax Service of Russia dated June 16, 1995 No. 34 “On taxation of profits and income of foreign legal entities.”

Income tax for foreign organizations operating in the Russian Federation through a permanent representative office. 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 profit tax) in that part that relates to the 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, a national regime has been established for commercial organizations with foreign investment (COII) and other forms of direct investment in the Russian Federation, meaning that they pay taxes established by the legislation in force in the Russian Federation for national enterprises. In addition, joint ventures with foreign capital are subject to the general legal regime of preferential taxation, as for Russian enterprises.

The fundamental concepts of taxation are the tax base and tax rate. The tax base is a cost, physical or other characteristic of the object of taxation. Tax rate is 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 register data accounting and (or) based on other documented data about 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 taxation system for small businesses;

taxation system in special economic zones;

taxation system in closed administrative-territorial entities;

taxation system for the implementation of concession agreements;

taxation system when concluding production sharing agreements.

Tax incentives in force in Russia for enterprises, including KOII, take mainly the following forms:

two-year tax holidays for certain types of investments;

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

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

Regional and local authorities may provide certain tax benefits to foreign investors.

If a foreign organization is a person with 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 so far does little to stimulate the investment activity of both Russian and foreign investors, since it is predominantly repressive in nature.

Although Russia is taking measures to provide tax benefits to foreign investors, their effect is still generally insignificant, which obviously requires systematic approach to create a favorable investment climate in the country based on the coordination of legislative, tax, customs and other policies.

List of used literature

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

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

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

4 S.V. Belyaeva, D.S. Shikhalieva. Foreign investment: Textbook. – M.: Advances in modern natural science, 2010.

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