A joint venture (JV) is an enterprise, corporation or other association formed by two or more legal and individuals who have joined forces to create a long-term profitable business. The establishment of a joint company is based on an agreement that defines the rights and obligations of partners in relation to each other and to third parties. JVs can also be created only by national companies, as well as only by foreign ones.
An international joint venture is a company jointly owned by two or more owners (legal entities and individuals) from different countries. Such enterprises were widespread in Russia in the early 1990s. Then there were also terminological errors, because it was often believed that a joint venture is an organizational and legal form of doing business. But joint ventures are only a reflection of the essence of international business operations, while the organizational and legal form can be any (limited liability company, joint stock company, etc.).
Important feature Joint venture - joint ownership of partners for the final product. On this basis, a joint venture is distinguished from the organizational design of other operations of international business. This attribute determines the order of settlements between partners.
The joint venture is the only possible form of joint ownership of the means of production; such enterprises are essentially focused on mutual interest and mutual desire of partners for effective and long-term cooperation. Any other operations in the field of international business (import-export contracts, cooperation agreements, rental of equipment abroad, trade in licenses, franchising) are focused on certain periods of validity, sometimes relatively short. The creation of a joint venture is associated with the solution of many problems related to the standardization and certification of production, logistics, overcoming export restrictions existing in many countries.
Important incentives for the creation of a joint venture are the difficulties of independent entry of companies into foreign markets, insufficient knowledge of the foreign economic environment and the need to

to unite the efforts of partners in the face of growing economic uncertainty. Foreign companies, attracting local capital when establishing a new enterprise in the territory of another country and seeking to establish a good relationship with local authorities, play along with national feelings and reduce the severity of criticism against them. This helps them reduce the risk of nationalization or expropriation, as well as gain control over sales in the local market. When creating a joint venture, the risk of a foreign investor is much lower than when buying a foreign company or creating a branch (representative office).
The factors listed above are very important, but the main reason for joint ownership of property abroad lies in the desire to obtain and enhance the synergistic effect, i.e., the complementary effect of the assets of two or more enterprises located in different countries. The cumulative result in this case far exceeds the sum of the results of individual actions of enterprises.
In some cases, companies pool resources to fight larger and more powerful competitors. Sometimes, in order to reduce the costs that are inevitable when opening new enterprises, groups of foreign investors create joint companies in third countries. For example, Ford (USA) and Volkswagen (Germany) set up a joint venture in Brazil, Autolatina, to assemble cars.
The creation of a joint venture is often associated with a long search for a suitable partner, complex calculations of the project's effectiveness, and coordination of solutions and technical policies developed jointly with a foreign partner.
The goals of a joint venture may be different. The main ones are: obtaining modern foreign technologies, overcoming the barriers of protectionism in the international transfer of technologies; increasing the competitiveness of products and expanding their exports, as well as entering the foreign market by studying the specific needs of foreign markets, carrying out a set of marketing measures, organizing production in accordance with the quality parameters characteristic of the world market or in accordance with the norms adopted in countries, where it is planned to sell it, as well as entering the markets of countries that apply strict trade protection
nism and restrictions on foreign investment without the participation of local enterprises and firms; attracting additional financial and material resources, the ability to use the resources of one of the founders of the joint venture at a relatively low prices; cost reduction due to the use of transfer (intracompany) pricing, savings in sales costs; improvement of material and technical support due to the receipt of scarce material resources, semi-finished products, components from a foreign partner.
JVs differ in types depending on where, with whom, with what share of participation of partners, for what purpose they are created and how they are managed. Accordingly, five main features characterizing the joint venture can be distinguished. Location of the joint venture and its founders. Joint ventures are created by companies of both one country (national capital) and different countries. Based on the affiliation of the founders of the joint venture to different countries, the following combinations can be distinguished: the developed countries industrialized countries, industrialized countries - developing countries, developing countries - developing countries. Form of ownership of SP. One can single out 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. Share of participation of partners in the capital of the joint venture. Joint ventures can be created on a parity basis (an equal share of participation of partners in the capital of the enterprise), with a predominant participation of foreign capital and with a smaller share of participation of a foreign partner. Until recently, JV tax benefits were granted depending on the share of foreign capital in the authorized capital of the JV. Kind of activity. Depending on the targets of the partners, one can speak of a JV of a research nature, a JV of a production nature, a procurement JV, a marketing JV, and an integrated JV. The nature of the partners' participation in the management of the joint venture. In some cases, partners actively participate in management, jointly form a market strategy and solve technical issues. In other joint ventures, the role of partners (with the exception of most often representatives
of the host country) is reduced to passive participation in the financing of capital investments, the acquisition of large blocks of shares, but without any participation in operational management.
Joint venture, which has become widespread in the field
international business, has important advantages: focus on long-term cooperation of the parties in certain areas of economic activity; association of partners' property ( Money, buildings and structures, machinery and equipment, intellectual property rights, etc.) to achieve a common goal; joint formation authorized capital; the possibility of complex use of the efforts of partners for interaction in the pre-production, production and marketing areas, the unification of complementary elements of the productive forces belonging to the partners, as well as the achievement of a synergistic effect; low need for cash when making capital investments - often a more significant contribution to the authorized capital of a joint venture is technology licenses, etc.; participation in the profits of the joint venture obtained through the use of new technologies, the production of products, works, services (the distribution of profits 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 in cooperation relations; formation of JV management bodies (Board of Directors, Management Board) independent of the management bodies of the JV founders; relative savings on administrative, management and marketing costs compared to the corresponding costs when opening enterprises abroad wholly owned by foreign investors, as well as representative offices and branches of foreign legal entities; replenishment of missing production capacities at the expense of partner enterprises; joint burden of risk and joint limited liability of partners.
Joint ventures also have certain disadvantages. The most difficult problems are the problems of relationships between partners. As practice shows, they appear in the majority of both newly created and long-running joint ventures. Direct management of economic activity, solving problems of strategy and tactics can only be carried out taking into account the opinions of all partners. Often long-term agreements are needed when developing a joint concept. Conflicts between partners are associated, as a rule, with the distribution of profits, unequal activity of partners, the desire of one of the partners to take a more active part in the management of the enterprise.
Abroad, joint ventures are created on shares by two or more national firms (although there may be foreign ones among them), usually on short term for the production of any product. These companies are characterized by a narrow range of products, a short lifespan, and foreign participation is not required.
The structure of the economy, i.e., the quantitative and qualitative ratio of enterprises and organizations of various types and purposes, is very important for its effective functioning and development. Under the influence of changes in world practice, new forms of integration of organizations are emerging, which increases their competitiveness. Shaping and Strengthening corporate structures- one of the most important trends in the development of the economy. Financial and industrial groups and business unions continue their development.
Financial and industrial groups unite in their composition industrial enterprises, research organizations, trading firms, banks, investment funds and insurance companies. The main goals of such integration are self-investment, reduction of transaction costs, timely updating production assets. As a rule, within the framework of a financial and industrial group, there is a concentration of investment resources on priority areas development of the economy, which accelerates technological development and increases the export potential of the group.
Entrepreneurial unions, which are associations of companies, are also a promising form of organization. different sizes and forms of ownership on the basis of voluntary cooperation agreements. An entrepreneurial union is a fairly flexible structure that allows its member organizations to coordinate their actions and pursue their own goals, while simultaneously competing with each other.
Particularly great benefits are brought to their participants by entrepreneurial unions of companies united in clusters in certain territories, providing them with certain competitive advantages. It is noteworthy that when a cluster is formed, all the industries covered by it begin to provide each other with mutual support, the free exchange of information increases, and the dissemination of new ideas and products accelerates.
Questions for discussion to chapter 13 Preconditions and essence of globalization. The process of interorganizational integration in international management. Classification of organizational and legal forms of interorganizational integration. Comparative characteristics main forms of interorganizational integration. Joint ventures.

Business partners from different countries want to combine their efforts and finances for mutual benefit: does Russian legislation allow such cooperation? Yes, joint entrepreneurship is a fairly common type of management and cooperation, that is, the development of foreign economic relations.

Let us consider the procedure for organizing a joint venture (JV) in modern domestic realities, clarify the goals and possible forms of its creation, and trace the stages that must be completed for this. The article will analyze the structure of the joint venture and the factors relating to the taxation of such activities.

What does the term "joint venture" mean?

In the legal field, the term "joint venture" does not have a strict definition. This can be called a way of managing, and a form of cooperation, and a specific economic structure. Analyzing the main meaning of this activity, we can give the following definition of the joint venture.

joint venture is an independent economic unit in which foreign and domestic capital merge to obtain mutual profit. In other words, this is the financial cooperation of Russian entrepreneurs with foreign ones.

Characteristic features of a joint venture:

• joint ownership, joint resources, joint profit;
• risk management and distribution is also joint;
• fixed assets are located in the domestic territory, but belong to all parties to the joint venture;
• the rights to the goods produced or services rendered are equal for Russian and foreign counterparties;
• You can sell products in any cooperating country or in several at once;
• the activity of the joint venture is subject to the laws Russian Federation;
• The joint venture has the same rights and obligations as any other legal entity in the territory of the Russian Federation.

REFERENCE! A concept that is completely synonymous with a joint venture, but is more modern - "enterprise with foreign investment." Today, the organization of a joint venture is regulated by law federal law RF "On Foreign Investments in the Russian Federation" dated July 9, 1999 No. 160-FZ.

Key objectives of the joint venture

Any investment cooperation, first of all, provides for mutual financial benefits, not only personal, but also national. In addition to this obvious goal, a joint venture is created to solve such problems as:

• adding new goods and services to the domestic market;
• attracting investment inflows into the country's economy;
• expansion of the export network, effective access to foreign markets;
• reduction in the share of imported products due to the production of similar products in their territory (import substitution);
• expansion of the territory for sales, search for new partners;
• more open access to various resources;
• facilitating modernization and innovation;
• risk reduction (total risk divided by the number of partners);
• improvement of the tax system, etc.

Forms of joint ventures

You can participate in the capital of another country in different ways. The laws of the Russian Federation do not prohibit any form of foreign economic cooperation. A joint venture can be divided according to the following criteria:

1. By the size of the participation of foreign capital: an investor from another country finances the activity in part or in full:
   • if the share of financial investments was 100%, then when registering a joint venture, the personal presence of the head of the investing company (or all heads, if there are several members in the joint venture) will be required;
   • if other countries finance the JV only partially, their representatives can be included in the board of the new legal entity by contributing a share in the investment capital.
2. Representative type:
   • A joint venture is created with a foreign company, that is, a legal entity;
   • a foreign partner becomes an entrepreneur - an individual.
3. By organizational and legal form:
   • limited liability company;
   • joint-stock company;
   • simple partnership;
   • investment partnership;
   • paid provision of services under the contract;
   • work under an agency contract.

Stages of creating a joint venture

Before appearing, a joint venture must go through a number of steps that are mandatory from the point of view of logic and domestic law:

1. Clarification of the joint tasks of future partners, coordination of goals.
2. Economic analysis of a potential joint venture: calculation of costs and possible profits, calculation of profitability, payback period of financial investments.
3. Selection of specific partners for joint venture.
4. Signing an agreement of intent.
5. Collection of the necessary package of documents.
6. Development of constituent documents of the created joint venture.
7. Registration of a joint venture in accordance with the chosen legal status.

What is required to create a joint venture

To start the procedure for creating a joint venture, you need to accurately determine the key information required for this action in accordance with domestic laws:

• the name of the enterprise, including its organizational and legal status (JSC, LLC, etc.);
• types of activities that the joint venture plans to engage in (in Russia they are positioned in OKVED codes);
• information about the persons establishing the enterprise (natural or legal);
• the size of the future authorized capital and its form (cash and / or in kind);
• share of participation of each partner in the authorized capital;
• current legal address (at the place of state registration);
• personal data of the senior management of the joint venture (director and chief accountant);
• preferred system of taxation.

Joint venture taxation

In a joint venture, you can use any tax system. By default, unless specifically specified during registration, the general one will be applied.

The most popular - the simplified system - can be used if the share of a foreign investor is less than a quarter of the total capital (up to 24%). You can access it immediately after registration.

Joint venture structure

Legislation allows you to determine it yourself. Usually it corresponds to the generally accepted structure of the chosen legal form. Consider it on the example of one of the most common forms of joint venture - a joint-stock company:

1. The supreme governing body is the meeting of all shareholders.
2. Board of Directors - manages between general meetings. The number of directors must be odd (for the possibility of making a decision by voting), there must be 3 or more of them in a CJSC, and more than 5 in a JSC.
3. The Management Board is approved by the Board of Directors.
4. General Director - appointed from among the directors at the general meeting of the founders. He is the official representative of the joint venture in all instances. His signature is valid on any documents, except for the direct competence of the board and the board of directors.
5. Audit Commission - periodically checks the finances and reporting of the enterprise.

Risks of establishing and operating a joint venture

The advantages of joint economic activity are obvious, they are determined by the tasks set. But what if "something goes wrong"? What negative aspects of the joint venture should be paid attention to? Disadvantages specific to joint venture:

• less freedom in making decisions and taking actions;
• the complexity of a full-fledged partnership with potential investors' competitors (“my friend's enemy is my enemy”);
• declassification of know-how (especially in the case of separation of partners);
• frequent tangible discrepancy between the capitals of companies and, as a result, different “weight categories”, i.e. different level and the cost of risk;
• financial and reputational interdependence;
• the possibility of being taken over by a stronger company.

The efficiency of the joint venture can be negatively affected by some factors, which are largely the result of differences economic models and way of thinking of foreign partners:

• incorrect understanding by partners of the goals and objectives of the joint venture (or their deliberate distortion by one of the parties);
• conflicts existing or emerging in the process of interaction;
• disagreements due to the difference in cultures, style of entrepreneurship and management;
• lack of sincerity and frankness among partners, especially in the early stages of the joint venture.

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

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

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

Goals of the Joint Venture

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

The sequence of stages for the creation of a joint venture

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

Foreign investor can create a legal entity, both by establishing a new company in accordance with Russian legislation (independently or with a Russian partner), and by acquiring shares (shares) in an already operating Russian company.

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

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

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

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

1 option

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

Option 2

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

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

Information required for registering a joint venture

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

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

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

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

4) Taxation system (regular or simplified);

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

6) The composition of the founders and their data:

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

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 (minutes) 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 notarized, is provided;

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

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

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

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

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

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

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

7) Information about the sole executive body:

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

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

Apostille

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

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

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, 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, the administrations of territories, regions, autonomous regions, autonomous regions, the 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 10, 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 with the following documents:

1. a written application of the founders with a request to register the newly created enterprise (if the registering body is the PIU, 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 newly created joint venture and enter it in the State Register);
2. notarized copies of constituent documents in two copies:
3. conclusions of relevant expert examinations in cases provided for by law;
4. for Russian legal entities - a notarized copy of the decision of the owner of the property on the establishment of the 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 the joint venture;
5. a document on the solvency of a foreign investor issued by a bank serving him or another financial institution (with a certified translation into Russian);
6. an extract from the trade register of the country of origin or other equivalent evidence of the legal status of a foreign investor in accordance with the laws of the country of its location, citizenship or permanent residence (with a certified translation into Russian).

The submitted originals of a bank statement and an extract from the commercial register in a foreign language must be preliminarily 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 procedure of consular legalization involves contacting the consulates of the Russian Federation to confirm the country of origin of the submitted document, translate it into Russian and certify it with the signature of the Consul General of the Russian Federation or other authorized person. as well as a stamp.

Legal entities registered in countries that have acceded to the 1961 Hague Convention (44 countries), instead of the consular legalization procedure, can receive an apostille at the consulates of the Russian Federation - a special seal certifying the authenticity of the submitted document. In the presence of an apostille, documents in any country that is a member of 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 the 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 commercial organization and entering it into the State Register - 1 copy.
2. Document on coordination 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 a copy certified by a notary or local authorities) - 1 copy.
3. Card "Information on registration ...", completely filled out on both sides (types of activity, dates, etc.), certified by the founders or an authorized representative, - 1 copy.
4. Charter - the original and a notarized copy.
5. Agreement on the establishment of a company (notarized copy) - 1 copy. (If there is only one founder, the contract is not drawn up.)
6. Decision on the establishment of the company (minutes of the constituent assembly - a notarized copy) - 1 copy.
7. 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 a notarized copy with a legalization mark and a certified translation into Russian) - 1 copy. Submitted to the State Registration Chamber annually. For the countries-participants of 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. The period from the date of issuance of the said document to the submission of the application to the PIU is no more than 6 months. Submitted to the PIU annually.
   (For countries that are parties to the Hague Convention of October 5, 1961, it is possible to affix an apostille stamp.)
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 establish a joint-stock company (copies certified by a notary or a registering authority) - 1 copy.
11. The conclusion of the 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, State Committee RF on antimonopoly policy, etc.) - originals or notarized copies - 1 copy.
12. Power of attorney to conduct business in the State Registration Chamber (if business is entrusted to an authorized person) - 1 copy. (The validity of the power of attorney is up to 1 year, unless the power of attorney is limited to a shorter period.)
13. Receipt of payment of the registration fee. The amount of the state fee for registering a joint venture is equal to four times the minimum wage per month.

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

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

Created in due course joint venture must be registered with the Pension Fund of the Russian Federation, the Social Insurance Fund and the Employment Fund.

The economic activity of an unregistered joint venture is prohibited by Russian law. Incomes received from the activities of such an enterprise are subject to recovery by judicial procedure and are paid to the local budget.

All joint ventures created in the Russian Federation shall be entered into the State Register, which is a systematized set of data on enterprises operating in the country. Joint ventures registered by the PIU are simultaneously entered by the PIU into the State Register. The remaining JVs must submit the following documents to the PIU for inclusion in 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 is registered;
4. confirmation from the tax office that the joint venture is registered;
5. confirmation from the bank that the joint venture opened an account and transferred at least 50% of the authorized capital to it;
6. card "Information about registration ...";
7. documents for Russian founders (individuals and legal entities) required for registering a joint venture;
8. documents for foreign founders (legal entities and individuals) required for registration of a joint venture;
9. a document confirming the payment of the state fee for entering the joint venture into the State Register.

All additions and changes in 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 on making changes or additions to the constituent documents is submitted by the enterprise to the registering authority no later than 30 days after their adoption. These changes and additions 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. certificate of registration of the joint venture (or its notarized copy);
2. constituent documents of the joint venture before making changes with 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 the introduction of appropriate changes or additions to the constituent documents (extract from the protocol general meeting shareholders on the admission of new members, increase in the authorized capital, etc.) - 2 copies;
4. notarized copies of the new version of constituent documents or separately issued additions and amendments to them - 2 copies;
5. all documents necessary for registration of amendments and additions to the constituent documents of a joint venture in accordance with the requirements for initial registration (if we are talking about the admission of a new foreign or Russian partner, then you must additionally submit all the required documents for him).

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

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

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

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

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

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

Information that the company itself can provide:

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

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

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

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

Drawing up a protocol of intent.

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

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

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

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

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

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

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

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

Foreign investors usually want to get justifications on:

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

Signing of constituent documents.

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

State registration of joint venture.

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

To register a joint venture, the founders submit:

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

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