Investment agreement. On approval of a standard form of cooperation agreement within the framework of the implementation of an investment project between the administration of the Tver region and a commercial organization

With the help of an investment agreement, a company provides funds for the development of a business, construction project, etc. What are the features of the legal regulation of investment contracts.

Investment agreement: what are the difficulties of legal regulation

Often young companies or start-up entrepreneurs attract large partners at the initial stage. They do this to receive funds for the development of the company. Funds may also be needed during the construction of a facility or for other purposes. When it comes to financial support for a project, the parties enter into an investment agreement between themselves. This term also corresponds to the terms “investment agreement” or “investment contract”.

The document is an agreement to provide funds or property to support a project. The parties to the transaction agree on the extent and under what conditions the investor will provide support. However, the Civil Code of the Russian Federation did not separately describe the investment agreement. According to clause 2 on freedom of contract, participants in business transactions have the right to enter into agreements not named in the code. Such agreements include investment agreements.

An investment contract is an agreement that is qualified by its content

When an investment agreement is being developed between individuals, between companies, or with a different composition of participants in the transaction, emphasis must be placed on its distinctive features. The Plenum of the Supreme Arbitration Court of the Russian Federation indicated in paragraph 5 that to determine the nature of the legal relationship, the court analyzes the essence of the agreement. Its nature is determined by the content of the document. The court will also take into account how exactly the subject of the transaction was described, as well as the scope of rights and obligations each party received.

In this case, an example of an investment agreement would be an agreement on investment in a business. Depending on what terms the parties include in the document, the court may determine it as:

  • agreement on joint activities,
  • investment partnership agreement,
  • targeted loan agreement, etc.

As for the form of the investment agreement, one should rely on the general requirements of the law. Due to the lack of special regulation, there may be difficulties in agreeing on the essential terms of the investment agreement. It is necessary to determine the subject of such a transaction as accurately as possible. To avoid doubts about the conclusion of an agreement, focus on the type of agreement that is closest in essence to this agreement.

Investment agreements are used in various fields of activity

Investment agreements are a type of agreements, the legal regulation of which depends on the essence of the transaction. In each individual case, the contract is classified individually, according to the conditions. On the one hand, the general norms of contractual work apply. On the other hand, specific rules and restrictions depend on the field of activity in which the agreement is concluded. For example, in construction such an agreement is subject to investment activity.

An investment agreement between individuals and legal entities in the construction industry is qualified as a sales agreement

What an investment agreement is in relation to construction, and how legal regulation works, can be illustrated with an example. The parties plan to build a new building and enter into an agreement on financial support for the project. An investment agreement between individuals and legal entities is possible. According to Part 2 of Art. 4 of Law No. 39-FZ, the following may take part in such an agreement:

  • individuals;
  • companies;
  • entities that arose on the basis of an agreement on joint activities and have the status of a legal entity;
  • groups of legal entities;
  • government agencies or local governments;
  • foreign business entities.

The plenum of the Supreme Arbitration Court of the Russian Federation made conclusions that relate to investment contracts; this must be taken into account during preparation. In paragraph 4 of Resolution No. 54, the court emphasized that in the event of a dispute it will be necessary:

  • establish the legal nature of the agreement;
  • resolve the conflict based on chapters of the Civil Code of the Russian Federation No. 30, No. 37, No. 55 or another, depending on the content.

That is, due to the lack of special regulation and definition of an investment agreement, the court will qualify it as an agreement for the sale of future real estate, a simple partnership, equity participation in construction, or another. As a general rule, such an investment agreement is regarded as a contract for the purchase and sale of future real estate.

INVESTMENT AGREEMENT No.

Sarov "___" _________ 2006

Administration of the city of Sarov , hereinafter referred to as “Administration » , acting on the basis of the Charter of Sarov, on the one hand, and

"____________________", hereinafter referred to as the "Investment Activity Subject", represented by __________________________, acting on the basis of ______________________________ , on the other hand, hereinafter referred to as the parties, have entered into this investment agreement (hereinafter referred to as agreement) about the following:

1. Subject of the agreement

1.1. This Agreement defines the relationship between the Administration and “_______________________” regarding the implementation of the investment project “ Project name".

1.2. This Agreement was concluded by the parties for the purpose of mutually beneficial, long-term cooperation and combining the efforts of the parties aimed at creating favorable conditions for the development and implementation of investment activities in relation to the investment object in the city of Sarov.

2. Brief description of the investment project

2.1. Name of investment object: ___________________________ .

2.2. Location of investment object1: ________________________.

2.3. Brief summary of the project: ________________________________.

2.4. Characteristic h plot of land 1:

Square ______________

Cadastral number _______________.

Built-up area _________________________________________

Other characteristics ________________________________________________.

2.5. The deadline for submitting approved project documentation for the investment object with the conclusion of Glavgosexpertiza is _____________.

Construction start date _____________________________________________.

The completion date for the zero construction cycle is ______________________.

The deadline for completion of construction and presentation of the investment object to the acceptance committee for permission to commission is ___________________.

2.6. Investment size: According to the calculations given in the business plan, the total investment is ___________ rubles.

Investments are directed to:

for construction in the amount of _________________ rub.

for the purchase of equipment (including costs for construction, installation and commissioning work for its commissioning) and technology in the amount of _____________________ rub.,

for other purposes, in the amount of _______________ rub.

Investments are carried out according to the following schedule:

Investment amount (in rubles)

Other project activities ___________________________________

2.7.Services provided / volume of products produced (in thousand rubles):

Types of products

2.8. The commissioning date of the completed construction facility in accordance with the design capacity is _____________.

2.9.Social and budgetary efficiency of the project

As a result of the project implementation, it is planned to create ______ jobs, with an average salary for the project in the amount of _______ rubles.

The budgetary effect from the implementation of the project for the period of validity of the investment agreement for the budget of the city of Sarov will be ____ thousand. rubles, according to Appendix 1 to this agreement.

2.10.Project payback period: _____month.

3. Rights of the subject of investment activity

3.1. Subject of investment activity within the framework of the project implementation « Project name» has the right to:

§ Payment by installments when purchasing rental rights based on the results of a competition (for a period of no more than years (years));

§ Granting, as a priority, the right to reimbursement from the budget of the city of Sarov of part of the interest rate on loans received from credit institutions for the implementation of an investment project " Project name".

§ Receiving non-financial measures of municipal support including:

a) Receiving an application for support of his investment project for submission to the regional government bodies of the Russian Federation (at the request of the subject of investment activity);

b) Placing positive information about the subject of investment activity;

c) Assistance in creating business infrastructure in accordance with the city business development program.

3.2. The subject of investment activity has the right to apply to regional authorities in order to obtain measures of state support for investment activity in the territory of the Nizhny Novgorod region.

3.3. The investment entity has the right to transfer its rights and obligations under this agreement, as well as its rights to the construction project to another person in accordance with clause 4.6. present agreement.

4. Responsibilities of the subject of investment activity

4.1. The subject of investment activity undertakes to carry out the investment project in accordance with paragraphs 2., 2.8-2.9. present agreement.

Reducing the volume of investments is permitted by agreement with the Administration.

If a subject of investment activity increases the volume of investments, the excess amount of compensation is not subject to compensation by the Administration.

4.2. Allow representatives of the Administration and other persons involved by the Administration to carry out inspections of the implementation of the investment project, in accordance with subclause 2 of clause 5.1. present agreement.

4.3. The subject of investment activity is obliged to pay current tax payments in full to the budget system of the Russian Federation.

4.4. The investor is obliged, no later than 10 days from the end of the period established for the submission of accounting and tax reports based on the results of the half-year and reporting year, to provide the following documents to the Administration:

1) a report on the progress of the implementation of the investment project, including the actual budgetary effect from the implementation of the investment project, investments in the investment project, the share of proceeds from the implementation of the investment project, social indicators of the implementation of the investment project, actual tax and non-tax payments to the budget of the city of Sarov (in the form, according to appendices 2, 3, 4, 5, 6 to this agreement)

§ statistical reporting (form P-4 “Information on the number, wages and movement of workers”);

§ tax reporting, certified by the tax inspectorate (calculation or declaration) for tax payments to the budget of the city of Sarov, for insurance contributions for compulsory pension insurance (for persons making payments to individuals).

4.6. The investor is obliged to obtain the consent of the Administration to transfer his rights and obligations under this agreement, as well as the rights to the construction project to another person.

5. Rights of the Administration

5.1. For control purposes, the Administration has the right to:

1) demand and receive from the subject of investment activity within the established time frame and in full the documents specified in clauses 4.4., 4.5. of this agreement and information on the progress of the investment project, fulfillment of obligations under this agreement;

2) conduct an inspection of financial, technological and time parameters, including with the involvement of authorized organizations, as well as consultants and experts, in conducting inspections.

6. Responsibilities of the Administration

6.1. The administration, within the limits of its competence and authority, is obliged to provide the subject of investment activity with the necessary assistance in exercising its rights established by this agreement.

6.2. The administration is obliged to monitor the implementation of the investment project by the subject of investment activity.

6.3. Upon request from a subject of investment activity, the Administration is obliged to issue a document supporting the investment project of the subject of investment activity.

7. Duration of the agreement

7.1. This agreement is concluded for a period of ___ years (year).

7.2. This agreement is valid until the parties fully fulfill their obligations under this agreement.

8. Responsibility of the parties

8.1. The administration has the right to unilaterally terminate the agreement without going to court in the event of non-fulfillment or improper fulfillment by the investment entity of the obligations provided for in paragraphs 4.1. – 4.6. of this agreement, as well as in case of termination of the lease agreement for a land plot located at _____________________ cadastral number ___________, notifying him at least one month in advance.

8.2. The administration has the right in case of non-fulfillment or improper fulfillment of the obligations provided for in clauses 4.1. – 4.6. of this agreement, require the subject of investment activity to pay a fine in the amount 100 minimum wage.

9. Change and early termination of the agreement

9.1. If one of the parties fails to fulfill its obligations under this agreement, the agreement may be terminated in accordance with the procedure established by law with prior notice to the other party.

9.2. This agreement may be amended or supplemented by agreement of the parties.

10. Force majeure

10.1. The parties are released from liability for partial or complete failure to fulfill obligations under this agreement if it was the result of force majeure circumstances that arose after the conclusion of this agreement, which the parties could not foresee or prevent by reasonable measures. Such circumstances include: natural disasters (fires, floods, earthquakes, hurricanes, epidemics, etc.), riots, civil unrest, uprisings, wars, strikes, as well as prohibitory acts of authorities.

10.2. A party that is unable to fulfill its obligations under this agreement due to the occurrence of force majeure circumstances is obliged to notify the other party in writing within 10 days after the occurrence of force majeure circumstances.

The facts stated in the notification must be confirmed by the Chamber of Commerce and Industry of the Nizhny Novgorod Region, if they are not generally known.

Failure to notify or untimely notification of the occurrence of force majeure circumstances deprives the party of the right to refer to these circumstances as force majeure.

10.3. If one of the parties is unable to fulfill its obligations under this agreement due to the occurrence of force majeure circumstances within a certain time, the deadline for fulfilling these obligations is postponed for the duration of the force majeure circumstances.

11. Final provisions

11.1. Disagreements and controversial issues arising in connection with the execution of this agreement are resolved through negotiations. If disagreements and controversial issues are not resolved by the parties within three months, they will be resolved in the Arbitration Court of the Nizhny Novgorod Region.

11.2. This agreement is drawn up in 2 (two) copies of equal legal force, one for each of the parties.

11.3. This agreement is valid from the date of signing until ___/___/___

11.4. The business plan of the investment project is Appendix 7 to this agreement.

11.5. All changes and additions are made in writing and are an integral part of this agreement.


1 Data is entered in accordance with the resolution of the head of the administration on the appointment of a competition for the right to conclude a lease agreement for a land plot for design and construction

In Russian legal practice there is the concept of an investment agreement. Particularly interesting is the fact that, despite the widespread prevalence of this type of agreement, it is not officially enshrined in legislative sources. How are such agreements drawn up in practice?

Definition

According to a common interpretation, an investment agreement is an agreement, usually of a commercial nature, that defines a mechanism for the transfer of funds or material assets by a person or group of entities at the disposal of an enterprise with the aim of subsequent return of investments in the form of an interest premium or an asset endowed with a high value. By signing this type of contract, the investor transfers finances or property in favor of another person, most often for ownership or operational management.

Thus, the main purpose for which an agreement on investment activity is concluded is the subsequent receipt of commercially tangible benefits by the investor of funds or material assets. At the same time, the investor’s source of income is the activities of the organization in which he invested. The agreement in question, as a rule, assumes that the relevant activities of the recipient of the funds are of an entrepreneurial nature. Although the legal nature of such agreements can be very different.

Investments in construction

Investment agreements in construction have become especially popular. The source of financing for the activities of developers, as a rule, is funds received from outside - from citizens (if we are talking about the construction of residential buildings), organizations, the state or municipalities (if the object has a commercial purpose). An investment agreement in the construction industry implies that the investor transfers funds to the developer in exchange for receiving finished real estate upon its construction (or, as an option, the right to buy the property of interest with significant preferences).

An interesting fact is that contracts of this type are not classified in any way in the civil legislation of the Russian Federation.

From the point of view of legal status, an investment contract for construction is a sample of a mixed agreement, the legitimacy of which is guaranteed by the wording of paragraph 2 of Article 421 of the Civil Code of the Russian Federation - on the possibility of concluding contracts that may or may not have such status provided for by the laws of the Russian Federation.

The structure of such agreements, as a rule, implies the presence of elements characteristic of types of agreements in a variety of areas.

That is, construction contracts may contain language characteristic of a loan agreement, contract or, for example, a partnership, based on the specifics of the activities of the company receiving the investment.

Nuances of legislation

At the same time, the Civil Code of the Russian Federation is not the only source of law that determines the status of construction contracts (more precisely, it provides guidelines for drawing up their structure). When drawing up such agreements, the norms of the Federal Law “On Investment Activities”, as well as the RSFSR Law of a similar nature, may be applied - in those parts where the provisions do not contradict a newer legal act. For example, some of the norms set out in the said Federal Law apply if we are not talking about building an object from scratch, but, say, about its major repairs or reconstruction. Agreements of this kind are in some cases also called investment agreements. Since there is no clear definition of such contracts in civil law, this is not a mistake.

Features of investment agreements

As we noted above, the laws of the Russian Federation do not provide a clear definition of what an investment agreement is. At the very beginning of the article, we cited one of the popular interpretations of this term, but our definition is not official. At the same time, Russian lawyers identify several typical features of an investment agreement. Let's look at them.

The key criterion here is the economic content of the agreements. Some lawyers believe that it does not matter of fundamental importance whether the investment agreement is concluded between individuals, legal entities, or both - the subjects of civil rights can be anything (as well as objects). Supporters of this opinion refer to the wording of the RSFSR Law “On Investment Activity” - it says, in particular, that the objects of investment activity can be funds and working capital in all spheres and segments of the national economy.

The Federal Law, already adopted in the Russian Federation, in turn, states that the object of investment can be property in any form of ownership - private, state, municipal and others. Some lawyers pay attention to a number of secondary legal sources. For example, one of the documents in Russian arbitration practice states that an investment agreement must necessarily contain wording reflecting the goal of the investor receiving income or other preferences.

Experts identify the following several key features by which a particular contract can be classified as an “investment” contract. Namely:

  • the conclusion of an investment agreement must imply the long-term nature of the relationship between the parties;
  • the agreement must be mutual in nature (that is, in exchange for receiving investments, the subject transfers to the investor the result of the investment - income, real estate, preferences, etc.);
  • the agreement must have a basis (in the form of project documentation, offer, commercial proposal, etc.);
  • the contract must reflect the commercial interest of the parties (that is, the investor receives some remuneration).

Depending on the area of ​​business in which the investor and the recipient of funds are collaborating, the agreement may also include language suggesting the intended use of finances and material assets transferred by the investor, as well as the general or shared nature of ownership of the property that is transferred to the investment subject.

Investment partnership

In 2012, the institution of investment partnership was legislated in Russia, reflecting a special form of joint activity of partners. What are the features of the agreements concluded between them? The investment partnership agreement, first of all, has a specific subject matter.

In most cases, this is the joint acquisition of securities of business companies, as well as shares that form the joint capital in a special kind of legal form of business - a business partnership. An investment partnership, therefore, acts as a kind of compromise option for implementing legal relations between such forms as limited partnership (typical for legal entities) and simple partnership (in which individuals can participate).

An investment partnership implies a contractual relationship in which no intermediate taxes are paid when distributing income between participants. At the same time, the legislator grants parties to the agreement not to disclose the terms of transactions publicly. And in this respect, the status of an investment partnership differs in certain respects from an agreement between organizations. But there are common points between both. For example, in most cases it is necessary to specify the validity period of the investment partnership agreement, take into account the specifics of the withdrawal of specific participants from the agreement, the specifics of interaction with creditors, etc.

Practice of drawing up investment agreements in construction

Let's return to the study of agreements specific to the construction industry - as one of the most popular in terms of investment relationships in business. It will be useful to study, for example, the algorithm for the correct drafting of such contracts, based on the criteria accepted in the Russian legal system. We noted above that the form of an investment agreement may have signs of similarity to agreements typical for other areas of business - lending, sales, etc. Based on this feature, how to design contracts correctly?

Firstly, any civil agreement must begin with a preamble. It usually sets out the name of the contract, the place and time and its conclusion. The next component is information about the parties signing the agreement. If an investment agreement is concluded between legal entities, then it is necessary to record their official name, as well as list the officials who act on behalf of the relevant structures. If one of the parties to the contract is an individual, then it is necessary to indicate his identification data (full name, series and number of passport, registration address).

Note that the obligated party to the transaction, as a rule, has one of two main statuses - either it is the customer or the contractor. In the first case, this means that the investor’s counterparty undertakes to attract additional contractors - that is, it is mainly a management structure. But it is quite possible that the same legal entity will be both the customer and the contractor. However, experts still recommend using the first term in the contract.

The following sets out the terms of the investment agreement. As a rule, the subject of the agreement, financial indicators, and the content of the contract are recorded here. Some lawyers believe, referring to the provisions of Article 432 of the Civil Code, that the key condition of an investment agreement is precisely the subject matter. Its typical formulation here may sound something like this: “The investor participates in financing the project by transferring funds, and the customer uses them for the purpose of construction and subsequent transfer of the property in favor of the counterparty.” Of course, depending on the specifics of a particular project, the wording may be different.

The investment agreement, a sample of which we are currently drawing up, must also contain the address of the future property (street, number of the house, building and apartment - if they can be known), number of floors and other characteristics characterizing its geographical location. In some cases, experts recommend attaching to the contract a graphic plan of the location of the object on the ground, and also, if possible, also a diagram of the apartment.

The next point is that the parties to the investment agreement fix the list of work that the obligated party must carry out in order to fulfill the terms of the contract on its part. Experts recommend disclosing their contents in detail, that is, including in the agreement that these will be construction, technical, installation work, installation of utility infrastructure, and electricity. If finishing is envisaged, we also fix it. In some cases, it is more convenient to place a list of relevant works, as well as additional documentation on them, in appendices to the main contract.

The next point of the contract is the price. It is possible that the customer will want to install it in a foreign currency. But in this case, you should indicate the main source of data on its exchange rate relative to the ruble - as a rule, this is information from the Central Bank of the Russian Federation. That is, you can fix the following wording: “Calculations in rubles are made based on the exchange rate established by the Central Bank of the Russian Federation on the day when the investor makes the payment.” In the “price” section of the agreement, it is necessary to reflect the total amount of the contribution from the investor, and also, since the subject of the agreement is real estate, the price per square meter of housing.

The investment agreement, a sample of which we are drawing up, must include information about the deadline for the customer (contractor - if these statuses are combined) to fulfill its contractual obligations. Article 314 of the Civil Code of the Russian Federation states that if the period is not defined, then a certain reasonable period of time is taken as the basis. But it is better, of course, to specify this condition of the contract. At the same time, the period may be tied to different moments - the delivery of the object upon acceptance or the fact that the investor has registered ownership of the apartment. The specific criterion is determined by the parties to the contract, guided by objective priorities.

Investor Responsibilities

It will be useful to pay attention to such an item as the responsibilities of the investor. Experts believe that a standard draft investment agreement may contain the following combination:

  • transfer funds or other material resources within the terms agreed upon in the contract (provide them to the customer on a regular basis);
  • supply the partner with the necessary title and other documents;
  • pay, if provided for in the agreement, a separate remuneration to the customer;
  • accept the object.

Responsibilities of the customer

In turn, the customer is also given a certain range of obligations. What he should do:

  • develop or order project documentation;
  • find and allocate a plot of land for the construction of a real estate property;
  • report on the construction process and expenditure of investments according to the schedule specified in the contract;
  • hold, if provided for by the contract or legal requirements, tenders for attracting contractors;
  • form a team of builders and specialists of other necessary profiles;
  • control and exercise technical supervision over the work of counterparties;
  • hand over the object for acceptance;
  • provide the investor with the necessary documents.

Features of contract construction

If we extremely simplify the algorithm for constructing an investment agreement in construction, it will look something like this:

  • one party, that is, the investor, undertakes to transfer funds to the customer;
  • the other party, having used the appropriate remuneration, must invest the funds received, based on the specifics of the investment project, in the construction of a real estate property and subsequently transfer it to the investor;
  • the agreement must include terms and other conditions.

Stages of implementation of a construction contract

We have studied the approximate structure of an investment agreement in the construction industry. Let us now consider the stages within which the corresponding agreement can be implemented. Experts identify three main stages of execution of an investment project.

Firstly, this is the period preceding immediate financial settlements. As part of it, the customer prepares design documentation, an economic feasibility study, and carries out technical preparation for the construction of the property. As for the first type of source, it is a collection of information that reflects the application of technology and engineering solutions in a construction project.

In this case, the list of works provided for in the design documentation may be indicative. In some cases, the investor may require the customer to supply a business plan, which should clearly display the advantages of a particular project, including its technological and engineering specifics.

Secondly, this is an investment and construction stage as such. Within its framework, the customer finds an investor, enters into an appropriate type of agreement with him, signs contracts, in turn, with counterparties, and formalizes labor relations with hired specialists. Afterwards, he builds the object, and then transfers it to the disposal of the investor.

Thirdly, this is the operational stage. As part of it, additional work can be carried out - in the direction of finishing, supplying the facility with additional utility resources, resolving possible issues related to shortcomings made during construction, etc.

Transfer of the object to the investor

An investment contract for construction, a sample of which we reviewed above in terms of key features, implies that the transfer of a property must be accompanied by the signing of an acceptance certificate (or a similar document) upon completion of construction. In addition, the investor must also obtain the necessary title documents. In some cases, the customer also undertakes to place at the disposal of the partner the main sources on the profile of working documentation - they can be used, for example, during finishing work or reconstruction.

Download the investment agreement

ADMINISTRATION OF THE TVER REGION

RESOLUTION

On approval of a standard form of cooperation agreement within the framework of the implementation of an investment project between the Administration of the Tver Region and a commercial organization


Lost force on March 17, 2015 on the basis of Decree of the Government of the Tver Region dated March 17, 2015 N 116-pp.
____________________________________________________________________

(Changes:
Government Decree dated February 21, 2012 N 57-pp NGRru69000201200089)

In order to increase the social responsibility of business and support investment activities in the Tver region, the Administration of the Tver region decides:

1. Approve a standard form of cooperation agreement within the framework of the implementation of an investment project between the Administration of the Tver Region and a commercial organization (attached).

2. This resolution comes into force from the date of its signing and is subject to official publication.

Governor of the region D.V. Zelenin

Application

Approved
by a resolution of the Administration
Tver region
dated 02/07/2011 N 30-pa

(Appendix as amended by Government Resolution No. 57-pp dated February 21, 2012)

Standard form of cooperation agreement within the framework of the implementation of an investment project between the Administration of the Tver Region and a commercial organization

Tver "____" _____________ 20___

Administration of the Tver region represented by _______________________,

(position, full name)

acting on the basis _______________________________________

_________________________________________________________________,

(document on the basis of which it acts (order, power of attorney)

on the one hand and __________________________________, hereinafter referred to as

(name of the legal entity)

The company, represented by _________________________, acting on the basis

(position, full name)

On the other hand, collectively referred to as

(document on which it acts)

subsequently, the Parties, as a result of the negotiations, entered into this agreement on cooperation within the framework of the implementation of the investment project (hereinafter referred to as the Agreement) on the following:

Guided by the desire for mutually beneficial cooperation in carrying out investment activities in the Tver region, the Parties declare their readiness to follow the following terms and conditions that determine the content of such cooperation, and to contribute to the achievement of the goals facing its participants, the opportunities, methods and means at their disposal .

By investment activity, the Parties understand the investment of investments and the implementation of practical actions aimed not only at obtaining legal profit by the investor, but also including, as the most important components, the implementation by the investor of social programs aimed at improving the standard of living of the population of the Tver region, ensuring due compliance by the Parties with the legislation governing investment activities, as well as environmental safety.

1. General Provisions

1.1. The purpose of this Agreement is interaction in the field of socio-economic development of the Tver region between the Administration of the Tver region and the Company, within their competence and in accordance with the principles of legality, equality, trust and business cooperation based on preserving and enhancing the production potential of the Tver region, holding events, aimed at developing the Tver region and improving the standard of living of its population.

1.2. This Agreement contains the principles and defines the goals of cooperation between the Parties in the investment field when implementing an investment project in the Tver region.

1.3. The interaction of the Parties is carried out in accordance with the Constitution of the Russian Federation, federal laws, decrees of the President of the Russian Federation, resolutions and orders of the Government of the Russian Federation, the Charter and laws of the Tver Region, resolutions and orders of the Governor of the Tver Region and the Administration of the Tver Region.

2. Subject of the Agreement

2.1. The company is implementing an investment project _____________________________ in the Tver region (hereinafter referred to as

(Project name)

Investment project).

2.2. The administration of the Tver region, within the framework of the current legislation and the powers granted to it, provides assistance to the Company in the implementation of the Investment project.

3. Characteristics of the Investment Project

3.1. The goal (production idea) of the Investment project is ________________________________________________________________.

3.2. Location of the object ________________________________.

3.3. Investment size _______________________________________.

3.4. Sources of investment ___________________________________.

3.5. Estimated payback period of the Investment project ________________________________________________________________.

3.6. The number of jobs created as a result of the implementation of the Investment Project __________________________________________.

3.7. Possible cooperation within the framework of the implementation of the Investment project with existing enterprises (economic entities) of the Tver region ___________________________________________________.

3.8. Additional information about the project _________________________.

4. Responsibilities of the Administration of the Tver Region

4.1. The Administration of the Tver Region, within the framework of the current legislation and the powers granted to it:

4.1.1. promotes the Company's participation in social projects taking place in the Tver region, aimed at improving the lives of the population of the Tver region;

4.1.2. provides assistance to the Company in the timely receipt of permits and approvals necessary for the implementation of the Investment Project from state bodies and local governments, subject to the Company's compliance with established procedures, as well as compliance of the documents provided by the Company with legal requirements;

4.1.3. ensures timely consideration of the Company’s applications for government support measures;

4.1.4. ensures interaction of the Company with the employment department of the Tver region in order to select the necessary workers in accordance with the requirements for candidates for vacant positions;

4.1.5. ensures the formation of a passport for the Investment project in accordance with the appendix to this Agreement and the inclusion of information about the Investment project in the register of investment projects of the Tver region in the prescribed manner;

(Clause 4.1.5 as amended by Government Decree No. 57-pp dated 02/21/2012)

4.1.6. provides assistance to the Company in concluding a cooperation agreement with local government bodies of the municipality on the territory of which the Investment project is being implemented;

4.1.7. provides assistance to the Company in joining industry and other non-profit organizations of business entities in the Tver region;

4.1.8. assists the Company in participating in exhibition events at the regional, federal and international levels;

4.1.9. assists the Company in organizing transport access for employees of the enterprise to their place of work.

5. Responsibilities of the Company

5.1. When implementing the Investment Project, the Company:

5.1.1. carries out a set of organizational and technical measures aimed at implementing the Investment project in accordance with the project documentation;

5.1.2. invests ______________ rubles in the implementation of the Investment Project within _______ years from the date of signing this Agreement;

5.1.3. introduces and uses modern technologies and methods of managing the created property complex;

5.1.4. implements a socially oriented policy in the Company;

5.1.5. ensures timely, not lower than the regional average, payment of wages, provision of compensation and benefits established by law and the collective agreement;

5.1.6. participates in regional social events;

5.1.7. participates in industry and other exhibition events at the regional, federal and international levels in order to form and maintain a positive image of the Tver region as a region favorable for investment and business activities;

5.1.8. participates in the development of intraregional cooperation ties;

5.1.9. quarterly submits to the executive body of state power of the Tver region, which initiated the conclusion of the agreement, information on the progress of implementation of the Investment project.

(Clause 5.1.9 as amended by Government Resolution No. 57-pp dated 02/21/2012)

5.1.10. monthly, in accordance with the established procedure, submits information about the need for workers and the availability of available jobs to the employment services of the Tver region;

5.1.11. assists the employment service authorities of the Tver region in organizing professional training, retraining and advanced training of unemployed citizens for subsequent employment in vacant positions;

5.1.12. promotes the dissemination of information aimed at achieving charitable and other socially beneficial goals, as well as ensuring the interests of the Tver region and the municipality on the territory of which the Investment project is being implemented;

5.1.13. ensures the organization of transport access for enterprise employees to their place of work;

5.1.14. attracts contractors for the implementation of the Investment project, including from the Tver region, provided that the proposed work and services comply with the required quality standards and competitive prices;

5.1.15. places orders with enterprises, including those from the Tver region, for the supply of raw materials and supplies, subject to their compliance with the required quality standards and competitive price levels;

5.1.16. promotes the creation of a positive image and investment attractiveness of the Tver region, as well as the creation of working relationships with contact audiences, such as the corporate sector and the media;

5.1.17. ensures the development of the infrastructure of the territory adjacent to the Investment Project facility.

6. Monitoring the implementation of the Agreement

6.1. In order to monitor the Company’s fulfillment of its obligations to implement the Investment Project and this Agreement, the Administration of the Tver Region has the right:

6.1.1. demand and receive from the Company documents and information on the progress of the Investment Project;

6.1.2. demand and receive from the Company information on the fulfillment of obligations under this Agreement.

7. Change and termination of the Agreement

7.1. This Agreement may be amended or supplemented by agreement of the Parties. All changes and additions are made in writing and are an integral part of this Agreement.

7.2. At the request of one of the Parties, this Agreement may be terminated if the other Party fails to fulfill its obligations under this Agreement.

8. Responsibility of the Parties

8.1. The parties are responsible for their obligations in accordance with the legislation of the Russian Federation and this Agreement.

8.2. If the failure of one of the Parties to fulfill its obligations was a consequence of the action or inaction of the other Party, the fulfillment of obligations by the first Party is postponed for a proportionate period.

9. Force majeure circumstances

9.1. The Parties are released from liability for partial or complete failure to fulfill obligations under this Agreement if it was the result of force majeure circumstances that arose after the conclusion of this Agreement, which the Parties could not foresee.

9.2. A Party that is unable to fulfill its obligations under this Agreement due to force majeure circumstances is obliged to notify the other Party in writing within 10 days.

9.3. Failure to notify or untimely notification of the occurrence of force majeure circumstances deprives the Party of the right to refer to these circumstances.

9.4. If one of the Parties is unable to fulfill its obligations under this Agreement due to the occurrence of force majeure circumstances within a certain time, the deadline for fulfilling these obligations is postponed for the duration of the force majeure circumstances.

9.5. If force majeure circumstances last more than six months, the Parties have the right to refuse to comply with this Agreement, taking all possible measures to reduce the damage suffered by the other Party.

10. Dispute resolution

10.1. Disagreements and controversial issues arising in connection with the execution of this Agreement shall be resolved through negotiations.

10.2. If disagreements and controversial issues are not resolved by the Parties within three months, they will be resolved in court.

11. Final provisions

11.1. The information specified in this Agreement is open and can be distributed by the Parties freely, disclosed to an indefinite number of persons and used in other ways.

11.2. This Agreement is drawn up in _______ copies in Russian, having equal legal force, one copy for each of the Parties.

11.3. This Agreement comes into force from the date of signing and is valid until the Investment Project is fully implemented.

Details and signatures

From the Administration
Tver region:

From ____________________________:
name of the legal entity
Address:_________________________
OGRN___________________________
Taxpayer Identification Number ____________________________

_______________________
signature
job title
FULL NAME.

___________________________
signature
job title
FULL NAME.

Application. Investment project passport

Application
to the standard form of cooperation agreement within the framework of the implementation of an investment project between the Administration of the Tver Region and a commercial organization

General information about the investor and investment project

Name of the project:

Objective of the project:

Project form

New construction,
extension,
reconstruction,
technical re-equipment

Name of the investor organization

organizational and legal form

FULL NAME. head

mailing address

Contact phone numbers

Name of the organization registered in the Tver region to implement the project

organizational and legal form

FULL NAME. head

location of the legal entity

mailing address

Contact phone numbers

e-mail, Internet address

National origin of capital

Project stages

First stage
making a decision by the investor organization to implement the project
(application from the investor organization to
Government of the Tver region)

day month Year

Design stage

the beginning of approvals in various bodies

day month Year

completion of approvals in various bodies

day month Year

Construction phase

start of construction

day month Year

completion of construction

day month Year

start of installation and installation of equipment

day month Year

commissioning of the facility

day month Year

Estimated date for reaching design capacity

day month Year

Current status of the project (indicate in detail what work has already been carried out and is being carried out at the time of submission of information)

General designer of the project

General contractor of the project

Information on state examination of design documentation (link to documents)

Places put into operation

Object hazard class *

Sanitary protection zone*

Project status

realized,
realizable,
planned,
suspended

Economic and financial information

Type of economic activity according to the All-Russian Classifier of Types of Economic Activities (OKVED)

Types of products planned for production and services provided

Annual volume of production/services (upon reaching design capacity), incl.

in kind (pieces)

in value terms (million rubles)

Project payback period

Total investment volume by year, million rubles (marked as plan or actual)

incl. in fixed capital (metal cost of the project including VAT), million rubles.

Total volume of investments as of the moment of submission of the passport, million rubles

Source of project financing, including:

own funds, million rubles. or percentage

borrowed funds, million rubles. or percentage

Number of jobs created after completion of the project, broken down by year
(marked plan or fact)

Average monthly salary as of the date of passport submission, thousand rubles

Key project performance indicators

Internal rate of return (IRR)

Net present value (NPV)

Expected tax revenues after reaching design capacity, thousand rubles, incl.

Total value

to the regional budget:

corporate income tax

corporate property tax

transport tax

mineral extraction tax

to the municipal budget:

land tax

Expected tax revenues for the construction period, thousand rubles, including:

Total value

to the regional budget:

personal income tax

Social effectiveness of the project
- social infrastructure
- retraining and retraining of personnel
- social rehabilitation
- development of children's sports

Information about the land plot and engineering infrastructure

Form of ownership

Own;

Lease (specify the balance holder (lessor);

Other form of ownership (specify what form)

Area of ​​land plot(s), ha

Cadastral number of the land plot(s)

Location of investment project facilities under construction/commissioned

Required or available utilities

for construction

for the operation of the commissioned facility(s)

Gas supply:

Gas pressure (high/medium/low)

Gas consumption, cubic meters m/hour

Water supply, cubic meters m/day

Water disposal, cubic meters m/day

Electricity: annual consumption, kW

Water, cubic meters/hour

Road, km

Interaction with the Government of the Tver Region and other government bodies of the Russian Federation during the implementation of the project

Availability of cooperation documents

Investment agreement, protocol of intent

Details of the cooperation document
(number, date of signing)

number, day/month/year

Use of additional mechanisms for implementing an investment project

federal and regional target programs, tax breaks, subsidies, other financial resources (specify which)

Training (retraining) of qualified personnel by specialty, advanced training according to the regional employment program(s)

Information support of the investment project

Indicate the need or availability of cooperation

Cooperation

Cooperation and cooperation with other companies located in the Tver region,
including:

existing

planned

Curator of the project from the Government of the Tver region

Deputy Chairman of the Government of the Tver Region, executive body of state power of the Tver Region

Other information about the investment project

Possible attachments to the investment project passport:

Documents containing a description of the proposed location of the object (cadastral passport of the land plot or a diagram of the location of the land plot on the cadastral plan or cadastral map of the territory);

Photos and graphic material on the investment project."

* According to sanitary and epidemiological rules and regulations SanPiN 2.2.1/2.1.1.1200-03 (approved by Resolution of the Chief State Sanitary Doctor of the Russian Federation dated September 25, 2007 N 74).

And the customer draws it up in the form of an investment agreement of the established form. In relation to the latest changes in legislation, the investment agreement not only protects the rights of the investor, but also provides rights to the customer who will directly carry out organizational work.

An investment agreement is a document that confirms the relationship between the investor and the customer directly. In turn, the contract consists of obligations put forward by both parties. This concept was first used by the Supreme Court due to the fact that there were often cases where partners could not share profits among themselves. And after many incidents, they introduced such a definition and even provided the first sample of an investment agreement.

A business investment agreement directly has two parties - the customer and the investor.

The customer is the person who leads the project, in most cases the head of the enterprise himself. He bears full responsibility for the funds provided by the investor. He undertakes to fulfill all the points contained in his sample agreement with the investor. The customer is fully responsible for the results of the financial activities carried out.

An investor can be a legal entity or an individual who invests their funds to finance the project. Its main goal is to make a profit for its contribution to production or the service sector.

An investment agreement in the construction industry may also have a contractor who will deal with organizational issues, that is, he will look for a customer and an investor, in turn he will receive a commission from the profit received. Today this is a very good option for earning money and the main thing is that it helps to conclude an investment contract.

Conditions for concluding an investment agreement

After the investor and the customer have found each other, it is necessary to discuss all the terms of the contract, which must be suitable for both parties. Relations between the parties are built in such a way that the investor transfers funds to the customer, while all movements are documented in accordance with the legislation governing the relationship, which in turn reduces the risk of the investor losing his investments. The customer, in turn, invests all the money in the development of the project, while he is obliged to control all processes of costs and profits. In the future, after receiving a profit within a specified period, the investor will be returned the remuneration for the use of funds.

Interest on investments can be paid in two main ways:

  • the contract specifies a fixed amount, it is considered unchanged throughout the entire investment project, payments must be made exactly on time. Of course, from time to time situations may arise in which the customer cannot pay the money on time, then in such cases it is necessary to discuss this case with the investor. With the consent of the investor, the payment period can be extended, but this provision must be included in the investment agreement.
  • payment depending on the profit received; it is also called approximate. Sometimes projects are long-term, and it is almost impossible to predict the exact profit. In this case, an approximate profitability value is set; it can be adjusted in both directions. Investors are generally not happy with this option, since they want to know that their funds are protected and that they will receive the money they are counting on. For the customer, this option is good because they can no longer guarantee an exact profit due to constant changes in the country’s economy, especially the level of inflation, which is becoming higher over the years, especially in our country, affects profits.

The process of transferring investments to the customer can be carried out in different ways.

  1. The first method involves the parties signing an investment partnership agreement and the money is transferred to the customer immediately in accordance with the established conditions.
  2. The second method is that funds are not transferred immediately, but in parts. This depends on various factors:
  • the customer at the stage of developing an investment project does not require the entire amount of funds;
  • the investor does not fully trust the customer and thus tries to protect his funds from loss;
  • This method is advisable, since the project for a given period does not require a contribution of the full amount.

All possible cash flows must be controlled by both the customer and the investor, so that in cases of conflict the problem can be resolved. Sometimes such proceedings go to court, and then confirmation of the operation is required.

A sample business investment agreement should take into account the following obligations of the parties:

Customer:

  • adheres to the established deadline in the implementation of the investment project;
  • provides a report to the investor on expenses if necessary;
  • provision of a site or office for the implementation of the project;
  • delivery of the results of the investment project;
  • provision of all necessary documents for the implementation of project activities;
  • attracting the necessary persons to conclude an agreement;
  • controls all actions that are directly related to the project, unnecessary expenses are not allowed;
  • undertakes to return the amount of debt to the investor within a certain period.

Investor:

  • transfers funds to the customer in accordance with the investment agreement, without any changes;
  • after completion of work, accepts the object from the customer;
  • payment of remuneration to the customer.
  • Be sure to register ownership rights to real estate or other results obtained, while submitting your sample investment agreement to the necessary registration services.

Nuances of the investment agreement

During the period of concluding a contract, both the customer and the investor need to familiarize themselves with the current laws of the state, this is necessary for proper execution. In such cases, it is important to know all the laws, this provides protection in the future. To be more sure and to get acquainted, you can consult with a lawyer. Such people are well acquainted with such matters and can explain many points that complicate the issues of signing an agreement. During signing, you can provide the lawyer with a sample business investment agreement. He will be able to clearly outline the existing option and answer questions related to risk.

If it is not possible to use the help of a lawyer, then you should adhere to the following recommendations when signing an investment agreement:

  • The name of the contract, the time of conclusion, and information about the parties must be clearly indicated. Who are involved in the conclusion, the place where the process takes place;
  • important conditions, such as price, duration of the investment project, purpose of the project;
  • rights and obligations of the investor and customer.

If this is a real estate construction project, it is important to include the address and area of ​​the property where the house is being built or planned to be built.

Project price

The agreement with the investor must have a price clause. The investor is interested in a fixed price, that is, a price that will not change for the duration of the project. It takes into account such nuances as the customer’s remuneration for the work done, the cost of materials for the work, the cost of services provided by qualified specialists, possible risks, and payment for the use of certain equipment.

The approximate price is determined in accordance with the established procedure, that is, this point must be specified in the contract. The index method is mainly used for calculation. This method provides that each of these costs is adjusted by indexes, taking into account any changes in the prices of the materials and services used.

The term of the contract also plays an important role in determining the cost of the project. In many cases, it is the deadline that serves as the starting point for determining further liability. As practice shows, violations of obligations are allowed within the deadline for completing design work. If the property is not delivered on time, changes in price are possible. Not only the investor is at risk, but the customer himself is at risk. The investor's risk is that he does not receive the result on time and this can ruin all his plans (sometimes they invest in real estate for subsequent sale, while he can enter into an agreement with a potential buyer). The customer risks that the investor may sue or the cost of materials or services may increase in price and this will provoke a shortage. This situation can take away the customer’s income.

Transferring an object

If we take the real estate sector as an example, then after a person owns the right to lease land, he undertakes to obtain permission to put into operation this building complex. It is important to take into account the fact that the lease agreement must also be valid for the period when the construction work is already completed. Otherwise, the house built will be considered as built without the knowledge of the owner and such a house will be subject to demolition. And if there is no lease document, investors can appropriate it for themselves without the knowledge of the customer. Of course, there will be an opportunity to return it back, although it will be quite difficult to do this.

The procedure for transferring an object:

  • the customer obtains permission to put it into operation; the house must be registered in the state management register;
  • after registration, the customer notifies the customer in writing of his readiness to transfer ownership of the object, sets a time and date for the transfer, where everything will be legally formalized;
  • After the investor has inspected the property and found that there are no defects, he signs the transfer and acceptance certificate, and then goes to the state registry office to register the premises as his property.

In any case, there are risks that the parties to the investment agreement are wary of, the main ones being:

  • The premises have been redeveloped. This incident was not reflected in the contract. One of the parties is not aware of the changes;
  • The customer does not have ownership of the land. Such construction will be declared invalid and the house will not be put into operation;
  • The object does not meet the characteristics that are clearly stated in the contract;
  • The area of ​​the premises is smaller or larger than that specified in the contract;
  • The construction of the facility was not carried out with high quality, there are deviations from established standards.

Underwater rocks

In any case, the investor bears the greater risk, since his financial capital is involved in the project. An investor should be wary of many things and before investing money in a business, it is necessary to collect information regarding the customer.

Experts advise the following:

  • Initially, it is worth checking the business reputation of the customer’s company, including their credit history;
  • Be sure to request from the organization the title documents for ownership of the land; most often this document will be a passport;
  • Request from the customer all permitting documents for carrying out design work. Make sure that there are no expired permits and that there will be no problems with documentation in the future;
  • If there is already an investor, then it is worth conducting a legal examination of the business relationship between them. After that, request a contract and attach them to the new one.

So, an investment agreement is a very important decision for the customer and investor, which must be carried out with a full package of documentation and information. Each participant has rights and obligations, adhering to which one can hope to obtain a positive result.

  • Download a sample real estate investment agreement.



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