Foreign investment agreement format

The second era — from to today — is characterized by a generally more welcoming sentiment towards foreign investment, and a substantial increase in the number of BITs concluded. In the past, there have been several initiatives for the establishment of a more multilateral approach to international investment rulemaking. Usually this gives investors the right to submit a case to an international arbitral tribunal when a dispute with the host country arises.

Much more than documents.

Frequently Asked Questions Martin Forejgn. Murrill Legislative Attorney Daniel T. Shedd Legislative Attorney May 5, Summary In recent decades, the United States has entered into binding investment agreements with foreign countries to facilitate investment flows, reduce restrictions on foreign investment and expand market access, and enhance investor protections, while balancing other policy interests. In the absence of a comprehensive multilateral agreement, bilateral investment treaties BITs and investment chapters in free trade agreements FTAsknown investmment international investment agreements IIAshave been the primary tools for promoting and protecting international investment. This report answers frequently asked questions about U. IIAs including foreign investment agreement format for investorstate dispute settlement.

Investment Agreements

The Investment Laws Navigator is a comprehensive and regularly updated collection of national investment laws. It contains the full text of the laws and offers user-friendly tools for searching and filtering for selected provisions that are specifically relevant to foreign investors. The Navigator is designed to provide accurate and authoritative information and all laws are identified through a systematic review of government and business intelligence sources and verified to the fullest extent possible. Through its monitoring and analysis of investment laws, UNCTAD is uniquely placed to contribute to the international investment policy discourse and to provide advisory services and technical assistance to countries interested in reviewing or reforming their regulatory framework for foreign investment. For more information about the database or our advisory services, please contact us via our online contact form.

Free Customizable Stock Purchase Forms

The Investment Laws Navigator is a comprehensive and regularly updated collection of national investment laws. It contains the full text of the laws and offers user-friendly tools for searching and filtering for selected provisions that are specifically relevant to foreign investors.

The Navigator is designed to provide accurate and authoritative information and all laws are identified through a systematic review of government and business intelligence sources and verified to the fullest extent possible. Through its monitoring and analysis of investment laws, UNCTAD is uniquely placed to contribute to the international investment policy discourse and to provide advisory services and technical assistance to countries interested in reviewing or reforming their regulatory framework for foreign investment.

For more information about the database or our advisory services, please contact us via our online contact form. Note All laws are available in full text and re- formatted to provide — as far as possible — a coherent style across all laws.

In this regard, please note:. The year indicated in brackets after the title of the law refers to the year of publication in the Official Gazette or, when this is not available, the year of adoption of the law. Disclaimer Investment Laws Navigator The Investment Laws Navigator is based upon sources believed to be accurate and reliable and is intended to be up-to-date at the time it was generated. It is made available with the understanding that UNCTAD is not engaged in rendering legal or other professional services.

To confirm that the information has not been affected or changed by recent developments, traditional legal research techniques should be used, including checking primary sources where appropriate. While every effort is made to ensure the accuracy and completeness of its content, UNCTAD assumes no responsibility for eventual errors or omissions in the data.

Map Boundaries and names shown and the designations used on this map do not imply official endorsement or acceptance by the United Nations. WHEREAS: Our country, considering the challenges faced in achieving sustainable development can, through foreign investments, access external financingtechnologies and new markets, and introduce Cuban products and services in international value chains while generating other positive effects for its domestic industrythus contributing to the growth of the nation.

WHEREAS: The changes taking place in the national economy as a result of the updating of the Cuban economic model governed by the Guidelines for the Economic and Social Policy of the Party and the Revolution, make it advisable to review and adapt the legal framework for foreign investments established by Law No. They also establish the banking, export, import, labor, taxation, stocks, insurance and financial information and registration systems; the rules concerning environmental protection, the rational use of natural resources, the protection of scientific and technological innovation as well as the control measures on foreign investments and the conflict resolution.

This Act and its Regulations recognize the following terms and their definitions:. International Economic Association: a partnership of national and foreign investors within the national territory for the production of goods, the rendering of services or both, for profit, either as a joint venture or an international economic association agreement.

Authorization: enabling resolution issued by the Council of Ministers or by the head of the entity of the Central Administration of the State entrusted with this task, to implement any of the modalities of foreign investments authorized by this Act.

Foreign Capital: capital originating abroad as well as part of the profits or dividends belonging to foreign investors which are reinvested in accordance with this Act. Top Management Posts: positions held by members of the management board and administration of joint ventures and of totally foreign capital companies, as well as the representatives of the parties to international economic association agreements.

Administrative Concession: enabling resolution issued, on a temporary basis, by the Council of Ministers for the management of a public service, the construction of a public work or the exploitation of a public good under the terms and conditions to be determined in each case. International Economic Association Agreement: an agreement between one or more national investors and one or more foreign investors for the realization of activities fitting an international economic association even without this being a juridical person distinct from that of the parties.

Totally Foreign Capital Company: commercial entity with foreign capital without the involvement of any national investor or natural person with foreign capital. Joint Venture: Cuban commercial company which adopts the form of a corporation with registered shares in which one or more national investors and one or more foreign investors participate as shareholders.

Employing Entity: Cuban entity with legal status authorized to establish a contract with a joint venture or a totally foreign capital company, through which it would supply, at the request of the latter, the workers they need, who will sign their employment contracts with such entities. Assets : wages, incomes and other remuneration, as well as increments, compensations or other additional payments received by Cuban and foreign workers, except for those stemming from the economic incentives fund, if any.

Foreign Investment: capital input by foreign investors in any of the modalities established in this Act which involves, during the authorized term, the undertaking of risks in business, the expectations to obtain profits and a contribution to the development of the country. Foreign investor: a natural or juridical person with foreign domicile and capital which participates as a shareholder in a joint venture or a totally foreign capital company, or that is a party to an nternational economic association agreement.

National Investor: a Cuban juridical person domiciled in the national territory of Cuba which participates as a shareholder in a joint venture, or is a party to an international economic association agreement. Special Development Zone: the area where a special regimen and policies are established, with the purpose of promoting sustainable economic development by attracting foreign investments, introducing technological innovation and fostering industrial concentration in order to increase exports, effectively substitute imports and generate new sources of employment, in a permanent Coordination with the domestic economy.

The Cuban State shall see to it that the benefits granted to foreign investors and their investments are maintained throughout the entire period for which they were granted.

Should there be no agreement between them in respect of the selection of the aforementioned organization, they might choose to determine it by drawing lots or seeking a judicial action. The balance due to the foreign investor will be paid in freely convertible currency, unless otherwise expressly agreed.

The payment to be received by the foreign investor in the cases referred to in Articles 6 and 7 of this Act will be mutually agreed by the parties. Should it be necessary, at any time during the process, to resort to a third party to determine the amount of the aforementioned payment, an organization of international renown in business assessment will be chosen, as authorized by the Ministry of Finance and Prices. The amounts they should receive in the cases referred to in Articles 4, 6 and 7 of this Act.

Joint ventures and national and foreign investors which are parties to international economic association agreements, shall be subject to the special tax regime established in this Act for until the term for which they were authorized expires.

Direct investment, in which the foreign investor participates as a shareholder in a joint venture or in a totally foreign capital company; or makes contributions to international economic association agreements, thus participating, in an effective manner, in the management of the business;. Investments in equities or other securities or bonds, either public or private, which do not fit the definition of direct investment. They adopt the form of a corporation with registered shares upon which the relevant legislation in force is applicable.

The Articles of Incorporation as well as the Authorization and the association agreement will also be attached to it. It does not involve the establishment of a juridical person different than that of its parties.

It may pursue any of the activities described in the Authorization. The parties shall be free to establish all the pacts and clauses that they deem to be convenient to their interests, as long as they do not infringe on the authorized purpose, the conditions of the authorization or the legislation in force ;.

Each contracting party shall make separate contributions, thus creating and accrual of shares they will own at all times, and while these do not constitute a share capital, they shall be entitled to create a common fund, provided the ownership by each and every one of said parties is properly determined. They will have the characteristics described under paragraphs 3 and 4 of this Article.

They will have, among others, the following characteristics:. The foreign investor shall act on behalf and in representation of the national investor with regard to the signed management agreement. Payments to foreign investors shall be conditioned to the results of their performance. They shall be signed with foreign consulting companies of international renown;.

Their main purpose shall be the joint provision of auditing, accounting advice, valuation and corporate finances services as well as organizational re-engineering, marketing, business management and insurance intermediation services. As juridical persons, by setting up a Cuban subsidiary office of the foreign entity they own, by means of a public deed, in the form of a corporation with registered shares; or.

As juridical persons, by establishing a branch of a foreign entity. Housing and buildings, either for private or tourist related purposes. Financial contributions which, in the case of the foreign investor, shall be made in freely convertible currency. Intellectual property rights and other rights over intangible goods.

Property rights over movable and immovable goods and other property rights thereon, including usufruct and surface rights;. Contributions other than those made in freely convertible currencies shall be assessed in that currency. The payments of intellectual property rights and other rights over intangible goods shall be subject to the provisions of the relevant legislation.

Foreign capital contributions made in freely convertible currency shall enter the country through a bank institution authorized to operate within the national territory of Cuba and shall be deposited in said institution in accordance with the regulations in force. The foreign investor should analyze with it the proposal and obtain the corresponding written approval.

The Cuban State shall authorize foreign investments as long as they do not affect the national defense and security, the national heritage or the environment of the country. The head of the State Central Administration entity authorized to do. Prospection and exploitation of non-renewable natural resources, unless this is done under international economic association risk agreements approved and authorized according to paragraph 3 d of this Article;.

Management of public services such as transportation, communications, water supply, electricity; the construction of a public work or the exploitation of a public good. Once the foreign investment is approved by the Council of State in the cases described above, the Council of Ministers will issue the corresponding Authorization. The transfer of State ownership or other property rights over State goods.

International economic association risk agreements for the exploitation and production of non-renewable natural resources. The business system of the health and education sectors and of the armed forces;. Other foreign investments that do not require approval by the Council of State. The Council of Ministers may delegate to the heads of the State Central Administration entities the faculty to approve and authorize foreign investments in those cases within their competence and according to their modality or targeted sectors.

In such cases where foreign investment modalities are subject to the approval of the heads of the State Central Administration entities, the decision shall be issued within a term of forty-five calendar days as from the date in which it was admitted.

Any modification to the conditions established in the Authorization shall require approval of the relevant authority in accordance with Article 21 of this Act. The conditions established in the Authorization could be clarified through the Ministry of Foreign Trade and Investment, at the request of investors. Likewise they shall also be entitled to access the services offered by the financial institutions established in the country.

Likewise, they shall be entitled to engage in lending operations with foreign financial institutions in accordance with the relevant regulations in force. Foreign investments must observe the labor and social security legislation in force in the Republic of Cuba, with the adjustments contained in this Act and its Regulations.

Contributions to the economic incentives fund shall be made out of the profits earned. The members of the management board or the administration of the joint venture shall be appointed by the general board of shareholders and employed by the joint venture as appropriate. The members of the management board and the administration of the totally foreign capital company shall be appointed by the company and employed by it as appropriate.

Any labor claim shall be settled at the employing entity according to the procedure established in the relevant legislation. Notwithstanding the provisions of the Articles previous to this Chapter, the Authorization approving the foreign investment can establish, on an exceptional basis, special labor regulations.

According to the legislation in force, the rights of Cuban workers involved in the achievement of technological or organizational results consisting in innovations that render economic, social or invironmental benefits shall be recognized. Joint ventures and foreign and national investors, which are parties to international economic association agreements, shall honor their tax obligations and their rights as taxpayers in conformity with the relevant legislation in force, including the adjustments contained in the following Articles.

The Council of Ministers shall be entitled to extend the tax exemption period approved. Joint ventures and foreign and local investors, which are parties to international economic association agreements, shall foreign investment agreement format exempt from paying taxes on the use of labor force. Joint ventures and foreign and national investors who are parties to international economic association agreements, shall be exempt from paying customs taxes for the imports of equipment, machinery and other means during the investment process, according to the relevant regulations established by the Minister of Finance and Prices.

Joint ventures and foreign and national investors, who are parties to international economic association agreements, and totally foreign capital companies, shall be required to pay a land tax to contribute to local development.

Totally foreign capital companies shall be required, for as long as they remain operational, to pay taxes under the law in force, without prejudice to the tax benefits that are to be established by the Ministry of Finance and Prices, provided that this be of interest to the country. For the purposes of this Act, the General Customs of the Republic of Cuba may grant to the natural or juridical persons referred to in this Chapter, special facilities with regard to the established formalities and customs procedures in accordance with the provisions contained in the legislation in force.

The payment of taxes and other customs collectible fees shall be effected in accordance with the relevant legislation in force, except for those cases identified by the Council of Ministers when authorizing the modality of investment. The Ministry of Finance and Prices, on the advice of the Ministry of Foreign Trade and Investment, and taking into account the benefits and the size of the investment, the recovery of the capital and the indications issued by the Council of Ministers for prioritized economic sectors as well as the benefits they may offer to the national economy, may grant total or partial tax exemptions, either temporarily or permanently, or grant other tax benefits in accordance with the provisions of the tax legislation in force to any of the modalities of foreign investment recognized in this Act.

Without prejudice to the reserve referred to in the preceding Article, joint ventures and foreign and national investors who are parties to international economic association agreements and totally foreign capital companies may establish reserves on a voluntary basis in accordance with the regulations of the Ministry of Finance and Prices.

Cuban insurance companies shall be entitled to be a first option on the basis of international competitive conditions. Before starting operations, joint ventures and foreign and national investors, who are parties to international economic association agreements, and totally foreign capital companies, shall be granted all the necessary public notarial deeds within a term of thirty calendar days as from the date of notification of the Authorization; and within the next thirty days following this act, the aforementioned deeds shall be entered in the Business Register.

Joint ventures and foreign and national investors, who are parties to international economic association agreements, and totally foreign capital companies shall be bound to comply with the Cuban standards on Financial Information issued by the Ministry of Finance and Prices. The Ministry of Foreign Trade and Investment shall submit all the investment proposals received to the consideration of the Ministry of Science, Technology and Environment which shall evaluate their suitability from the point of view of the environment and decide whether or not an environmental impact assessment is required.

It will likewise decide on the advisability of granting the relevant environmental licenses and establishing a control and inspection procedure in accordance with the legislation in force.

Translate page:

BITs then address issues related to the admission and establishment of foreign investments, including standards of treatment enjoyed by foreign investors minimum standard of treatment, fair and equitable treatment, full protection and security, national treatment and most-favored nation treatment. In contemporary treaty practice, avoidance of double taxation is achieved by concurrently applying two separate approaches. Bilateral investment treaties deal primarily with the admission, treatment and protection of foreign investment. An International Investment Agreement IIA is a type of treaty between countries that addresses issues relevant to cross-border investmentsforeign investment agreement format for the purpose of protection, promotion and liberalization of such investments. Users that create Investors Agreement sometimes need additional documents. While there is a scientific debate on the extent to which IIAs increase the amount of FDI flows to signatory host countries, policymakers do tend to anticipate that IIAs encourage cross-border investment and thereby also support economic development. Who manages the business? Statistics show the rapid expansion of IIAs during the last two decades.