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This website aims to provide useful legal information for those individuals or legal entities wishing to initiate any kind of relationship with the Russian Federation - focusing on certain aspects related to international law and domestic commercial law. This website is not intended to describe in an exhaustive manner international law or domestic commercial law, but simply to place attention on the most practical and interesting aspects for those natural or legal persons wishing to enter into business relations with the country. This website has no political content: it is free and open to all individuals who wish to make a contribution in the field of civil, commercial and administrative law. For any information, clarification or suggestion, you can contact us at: mail@decapoa.com
One of the most important tools for foreign entrepreneurs è then determined by the large number of special economic zones (SEZs) in Russia.
There are as many as 43, and they can be divided into four different categories: 24 industrial and manufacturing zones, 7 technology and innovation zones, 10 tourism and recreation zones, and 2 logistics zones.
Currently, as is well known, due to the conflict with Ukraine, the country è the subject of a whole series of sanctions and restrictive measures by the EU, which severely restrict trade with third countries and make it strictly necessary for Italian entrepreneurs to carry out due diligence in the export phase (so-called Export Control activity).
In the Russian Federation, agency contracts are governed by Chapter 49, Articles 971 – 979, of the Russian Civil Code.
It should be noted that agency contracts may also contain elements relating to mandate, i.e., when the agent acts on behalf of the principal, or to commission agreement, i.e., when the agent acts on his own behalf. Thus, two types of relationships can be established: the agent acts in his own name, but on behalf of the principal; the agent acts in the name and on behalf of the principal (literally in Russian “at the expense”). In the latter case, it is necessary for the principal to grant the agent a power of attorney.
The principal è is obliged to remunerate the agent for the activity performed, if this is provided for by law, by the agency contract or in cases where the agency contract is connected with the business activity of both parties or one of them. The agent acting as a commercial representative also has the right to retain the assets at his disposal as security for claims against the principal.
The agent must personally execute the assignment given to him, unless otherwise authorized. He/she must act in accordance with the instructions received from the principal, providing updates on the status of the execution of the assignment, forwarding, without delay, all documents and property received as a result of the completion of business.
The principal, on the other hand, must issue to the agent a power of attorney for the fulfillment of the assignment provided for in the agency contract, remunerating him, if any, for the activity performed. He must provide the agent with the financial means necessary for the performance of the agency and to meet expenses. In addition, he must promptly accept the assets conveyed by the agent in performance of the agency contract.
The dissolution of the agency contract may be brought about by revocation by the principal or refusal by the agent, as well as by the’ascertainment of death, incapacity, disability; of one of the parties. The intention to dissolve the contract must be notified to the other party within 30 days, unless the contract provides for a longer period. The most significant consequence of dissolution is the principal’s obligation to compensate all expenses that he or she has incurred in good faith by the agent in the performance of the agency. In fact, this provision does not apply when the agent is aware of the dissolution but, despite this, nevertheless continues the execution of the contract.
In Russian legislation, franchising is defined by the term "commercial concession" finding its regulation in Articles 1027 – 1040 of the Civil Code. As part of the commercial concession, the right holder undertakes to grant the user the set of exclusive rights belonging to him, including the trademark, service mark, trade name and know-how, etc….
The business concession contract must be in writing, and in addition, it must be registered with the authority that in turn has registered the legal person or sole proprietor of the rights under the contract. If the holder of the rights è registered in the registers of a foreign state, the contract must be registered at the same time as the user is registered in the Russian registers.
The rights holder must transfer to the user the technical and commercial documentation, as well as provide all information necessary for the exercise of rights arising from the contract. It must provide technical assistance and control the quality of goods produced by the user. Finally, it must ensure the registration of the commercial concession contract.
On the other hand, the counterparty must undertake to use the trade name of the right holder in the manner specified in the contract, while respecting production secrecy and other confidential business information. It must guarantee the quality of the goods and properly handle the service of returns. The user must also abide by the instructions manifested by the right holder, including directions regarding the exterior and interior design of business premises.
When the contract è been concluded for an indefinite period, either party has the right to terminate the business concession by giving notice to the other party at least six months in advance of its intention (unless the contract provides for a longer period).
This website and the information it contains has been developed and provided by Studio Legale de Capoa for informational purposes only. This website is not intended to be, and is not a substitute for, legal advice. Do not use any information contained in these pages as a source of legal advice. This website contains direct links to sites that have not been prepared by Studio Legale de Capoa. These links are offered as a courtesy. The de Capoa Law Firm has no relationship with them, and their mention does not imply validation or approval. Studio Legale de Capoa is not responsible for the contents of all linked sites or any links contained in the linked sites. This website is not for advertising purposes. The de Capoa Law Firm does not intend to represent anyone seeking representation based on the review of this website anywhere where it does not comply with all laws and ethical rules. No attorney-client relationship is established between users of the website and the de Capoa Law Firm.
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