International legal analysis and elaboration of the international commercial agreements

Using the non-resident companies in the contract relations and conclusion the deals on the property which is situated abroad reveals the necessity to consider the particularities of local legislation.

The goals:

• For the operations with the independent contractors – reducing the risks of rights abuse and false suggestions by the contractors as well as elaboration of the effective means of the legal protection using the analysis of the provided ways of contract execution, determination of the applicable law and jurisdiction on a dispute.
• For the operations within the group of enterprises – minimizing the risks of the deals recognition as null and void because of fiction and pretence, recognition of the enterprises as the affiliated structures, application of restrictions, connected with the transfer pricing and other.

The basic types of the international commercial agreements:

• Agreement of sale and purchase;
• Service contract;
• Agreement on loan extension or credit;
• Agreement on transfer of stock / shares;
• Contract of agency;
• License contract.

The basic moments at the agreement conclusion:

• Applicable law.
• Choosing the court. Legal expenses abroad usually are very high because of geographical position, necessity to attract the local lawyers and ignorance of the language of procedure. In order to reduce the expenses we make the detailed order of the dispute settlement and consideration between the parties. Besides even if the foreign court makes positive decision on the case, one should remember the prospective of the recognition and execution of the foreign court decision in the other country, the international conventions and agreements on the legal assistance concluded between the countries of power of judgment and execution.
• The language of the agreement. Often the text of agreement in different languages is intended or not intended to convey different meanings. That is why it is important to choose the basic language of the agreement (for example: English is the basic language and Russian is translation) and to check if the key agreement conditions, which expression is acceptable in Russian have the same expression in the basic language of agreement.
• Tax consequences. Contract conclusions with the residents of one or another country can impact the tax status of the contracting company. Or for example, in order to conclude the agreement of sale and purchase with contracting parties in EU it is necessary to consider the EU tax registration order on VAT in the EU countries. Besides the agreement should be composed to exclude the agreement interpretation by tax bodies as one which minimizes the taxation and to convert the deal with additional charge of tax.  
• Currency restrictions. One should consider if the settlements on the contract are referred to the currency operations.
• Responsibility and ways of performance of obligations ensuring. There are a lot of underlying potential problems in determination of the parties’ responsibilities, as soon as explanation of legal notions in agreement depends on the law applicable to the contract.