Joint venture with a foreign company. Enterprises with foreign investments. How to successfully set up a joint venture

Recently, joint business with international companies has become popular in our country. The development of the economy in our country served as a beneficial effect for such a surge, and, accordingly, many opportunities appeared in the field of foreign economic activity.

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

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

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

Objectives of the joint venture

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

Sequence of stages for creating a joint venture

1. Determining the goals of creating a joint venture.
2. Analysis of indicators of a potential joint venture: costs, profit, profitability, return on investment, etc.
3. Search and selection of a foreign partner or partners.
4. Preparation and signing of a letter of intent.
5. Development of a feasibility study for the creation of a joint venture.
6. Preparation of drafts of constituent documents.
7. Coordination of proposals on the establishment of a joint venture in government bodies, if necessary according to the legislation of the country where the future joint venture is located.
8. Signing of constituent documents on the creation of a joint venture
9. Registration of a joint venture in accordance with the legislation of the country where the joint venture is located.

Foreign investor can create a legal entity, either by setting up a new company in accordance with Russian law (independently or with a Russian partner), or by acquiring shares (shares) in an already operating Russian company.

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

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

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

LLC "LEGAL ALLIANCE" offers to use the service of registration of joint ventures according to one of the options you choose:

Option 1

"Basic" package for registration of a joint venture
	2. Preparation of documents for registration of a joint venture; 3. Selection of OKVED based on the expected types of entrepreneurial activity.
	· Protocol on the establishment of the company; · Charter of the company; · Agreement of establishment; Receipt of payment of the state duty for the registration of the joint venture for the amount 4 000 rubles; · Power of attorney to receive a package of documents from the registration authority.
Price	8 000 4 000 rub. + notary costs associated with the certification of the application).
	1-2 business days

Option 2

Business package for registration of a joint venture
	1. Consultation on all stages of registration of a joint venture; 2. Development and preparation of documents for registration of a joint venture, namely: · Application for state registration of a legal entity upon creation; · Protocol on the establishment of the joint venture; · Charter of the company; · Agreement on the establishment of a joint venture; · Receipt of payment of the state duty for registration of a joint venture in the amount of 4,000 rubles; · Application for the transition to a simplified taxation system (if necessary); · List of participants (LLC). 3. Selection of OKVED based on the expected types of entrepreneurial activity; 4. Accompanying to the notary office for certification in accordance with the R 11001 form; 5. Escort to the registration authority for the delivery of a package of documents for registration of a joint venture; 6. Obtaining documents from the registering authority (by simple power of attorney, after 7 working days); 7. Formation of the Goskomstat Notification; 8. Making a seal.
Package of documents provided to the client	· Certificate of state registration of the joint venture; · Certificate of registration with the tax authority; · Extract from the unified state register of legal entities; · Protocol on the establishment of the joint venture; · Order on the appointment to the position of General Director and Chief Accountant; · Charter of the company, certified by the registering authority; · Agreement of establishment; · List of participants (LLC); · Application for the transition to a simplified taxation system with the mark of the registering authority (if necessary); · Notification of Goskomstat; · Seal ("pawn").
Price	12 000 rubles (additional costs: state duty in the amount of 4 000 rub. + notary costs associated with the certification of the application).
	8-9 business days

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

Information required for registration of a joint venture

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

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

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

3) Legal address of the company (if the premises are on the right of ownership, then it is necessary to submit a copy of the certificate of ownership, if on the right of lease, then it is necessary to provide a letter of guarantee for the provision of the premises + a copy of the certificate of ownership);

4) Taxation system (conventional or simplified);

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

6) The composition of the founders and their data:

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

b) if the founders are Russian legal entities, then the details of the organization, a certificate of state registration, a certificate of registration, constituent documents, a decision (protocol) on the appointment of an executive body, a letter from the State Statistics Committee on the assignment of statistics codes, an extract from the Unified State Register of Legal Entities are provided;

c) if the founders are foreign individuals, then a copy of the passport translated into Russian and notarized is provided;

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

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

· A document confirming the fact of registration of a foreign organization (Certificate of Registration, or Certificate of Incorporation);

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

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

· A document confirming the authority of the head of a foreign organization or another person who has the right to act on behalf of a foreign organization without a power of attorney and sign documents on the establishment of a joint venture;

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

7) Information about the sole executive body:

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

· If a foreign individual, then a copy of the passport translated into Russian and certified by a notary is provided.

Apostille

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

The specialists of the company "LEGAL ALLIANCE" are ready to develop drafts of constituent and other necessary documents that best take into account your rights and interests, in full compliance with the requirements of the current legislation. By contacting us, you can be sure that the registration of your company will be carried out competently and on time. Call the phones indicated on the website right now. The preliminary consultation is provided completely free of charge.

According to Art. 15 of the Law on Foreign Investments, the constituent documents of enterprises with foreign investments must determine the subject and objectives of the enterprise, the composition of participants, the size and procedure for the formation of the authorized capital, the size of the shares of participants, the structure, composition and competence of management bodies, the procedure for making decisions, a list of issues requiring unanimity, the procedure for the liquidation of the enterprise. In addition, other provisions may be included in the constituent documents that do not contradict the legislation in force on the territory of the RSFSR and reflect the specifics of the enterprise's activities.

Contributions to the statutory fund of an enterprise with foreign investment are assessed by agreement between its participants on the basis of world market prices. In the absence of such prices, the value of deposits is determined by agreement of the participants. The assessment can be carried out both in the currency of the USSR and in foreign currency with the conversion of the value of the deposit into rubles at the rate of the Central Bank of the Russian Federation used in foreign economic transactions.

But the special legislation on foreign investments (in particular, Article 15 of the Law on Foreign Investments) does not indicate what constituent documents a joint venture should have. Taking into account the fact that the legal regime of commercial organizations with shared participation of foreign investments is subject to the civil legislation of the Russian Federation, the answer to the question about the content of the package of constituent documents of the joint venture should be sought in the Russian Civil Code.

According to Art. 52 of the Civil Code of the Russian Federation, a legal entity acts on the basis of a charter or a memorandum of association. The role and set of constituent documents of the joint venture in each specific case are not the same and depend on the organizational and legal form of their commercial organization chosen by the founders. So, in the case when a joint venture is established in the form of a full partnership, the charter plays a secondary role, it may not exist at all, and the legal entity is registered without a charter. If the founders, having registered the joint venture in the form of a full partnership, decide to develop a charter, then it will serve as a kind of "internal regulations" that can be changed at any time without registering the entire package of status documents.

For a joint venture in the form of a limited or additional liability company, both documents are required - both the contract and the charter. If the joint venture is established in the form of a joint stock company, then the latest civil legislation, differently than before, has resolved the issue of constituent documents. In accordance with clause 14 of the Regulations on joint-stock companies, approved by the resolution of the Council of Ministers of the RSFSR dated December 25, 1990, the incorporation documents of a joint-stock company are recognized as an application for registration, minutes of the constituent meeting and the charter. At the same time, the application for registration of a joint stock company was not recognized as a civil contract. According to Art. 98 of the Civil Code of the Russian Federation, the constituent document of a joint-stock company, which is submitted for state registration, is the charter. An agreement concluded between the founders of a joint stock company is not required for registration.

The constituent agreement must contain information about the name (name) and legal status of the founders, their location (residence), state registration (for legal entities) or personality (passport data - for individuals), the amount of the authorized capital of the enterprise being created, participation shares (shares , the number of shares) of the founders in the authorized capital of the enterprise, the procedure and methods of making contributions (payment for shares).

(hereinafter JV) is the registration of a legal entity with foreign investments (LLC, CJSC, OJSC), where the share of a foreign participant (shareholder) is at least 10% of the authorized capital. The founders of such an event as the registration of a joint venture can be foreign individuals or legal entities.

Registration of a joint venture regulated by the law "On state registration of legal entities" and the law "On foreign investments". The legislation clearly defines the forms for making foreign investments.
For countries that have signed an agreement on mutual legal assistance with Russia (Belarus, Ukraine, Lithuania, Latvia, Czech Republic, Yugoslavia, Bulgaria, etc.), both notarized copies of documents (listed below) with translation into Russian, and all records, are sufficient, executed by notaries or authorized persons. Translation of documents must also be certified by a notary, as evidenced by the corresponding entry in Russian.

For countries that have signed the 1961 Hague Convention, documents for the implementation of such an event as registration of a joint venture are legalized by apostilization in the manner prescribed by the regulations of this foreign state. Russian organizations can be provided with apostilized copies with a notarized translation into Russian (the translation is certified with notes in Russian).

For countries that have not signed the 1961 Hague Convention, documents for passing such a procedure as registering a joint venture are legalized by confirming records of the consular services of the Russian Federation in these states. This consular certification is carried out after the notarization of these documents or their copies is made by the authorized government agencies (Ministry of Foreign Affairs, Ministry of Justice, etc.). For Russian government agencies, translation of the documents provided must be certified either by consular services or by a Russian notary.

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

The procedure for registering a joint venture is similar to the registration of an LLC or registration of a joint-stock company with Russian founders, but however, it always has its own peculiarities.

For example, there are special specific requirements for documents submitted by a foreign investor:
- for non-resident individuals, a notarized translation of the passport in Russian is required and you also need to indicate the place of residence of the non-resident, since it is not indicated in the passport (you can indicate registration in the Russian Federation)
- for non-resident legal entities, an extract from the trade register (certificate or certificate) of the state in which the foreign investor is registered, or another document that confirms the legal status of the foreigner is required. All these documents are provided in an apostilled or legalized form with an obligatory notarized translation, respectively, into Russian.

At the moment, there is no separate term “Joint Venture” defined by the legislation, however, based on the meaning and goals of creating such a legal entity, the term “Joint Venture” can be formulated as a merger of foreign and Russian capital for joint activities and profit. When registering such a legal entity, one should be guided by the current legislation, depending on the type of business entity within which the joint venture is created and other applicable legislation. When a joint venture is created, joint ownership of financial and material resources is created with foreign investors. A joint venture is an independent economic entity that bears responsibility as defined by the law of the Russian Federation, and also has all the rights and obligations along with other business entities.

A joint venture is a relatively new organizational and social form of international entrepreneurship. In international law, it is customary to call a joint venture a form of economic and legal cooperation with a foreign partner, in which joint ownership of material and financial resources is created, used to perform production, scientific and technical, foreign trade and other functions. A characteristic feature of the joint venture is that the goods and services produced are jointly owned by domestic and foreign partners. All types of products are sold both in the country where the joint venture is based and abroad. So, a Joint Venture (JV) is a form of participation of a country in the international division of labor by creating an enterprise (legal entity) on the basis of jointly contributed property by participants from different countries, joint management, joint distribution of profits and risks. It is a form of joint entrepreneurship in the field of international economic relations.

The goals of creating a joint venture.

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

The sequence of stages for the creation of a joint venture.

1. Determining the goals of creating a joint venture.
2. Analysis of indicators of a potential joint venture: costs, profit, profitability, return on investment, etc.
3. Search and selection of a foreign partner or partners.
4. Preparation and signing of a letter of intent.
5. Development of a feasibility study for the creation of a joint venture.
6. Preparation of drafts of constituent documents.
7. Coordination of proposals on the establishment of a joint venture in government bodies, if necessary according to the legislation of the country where the future joint venture is located.
8. Signing of constituent documents on the creation of a joint venture.
9. Registration of a joint venture in accordance with the legislation of the country where the joint venture is located.

A foreign investor can create a legal entity, either by setting up a new company in accordance with Russian law (independently or with a Russian partner), or by purchasing shares (shares) in an existing Russian company.

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

Registration of a joint venture is regulated by Federal Law-129 "On State Registration of Legal Entities and Individual Entrepreneurs". It should be clarified that in addition to this law, it is necessary to be guided by the norms of international law.
On the territory of the city of Moscow, registration actions are carried out by the MIFNS No. 46.

List of documents required for registration of a commercial organization with foreign investment:
- an application with a request to register an organization;
- the charter of the organization (two copies);
- the constituent agreement of the organization (two copies);
- minutes of the meeting of founders (signed by all founders).
From the Russian founder:
- notarized copies of constituent documents (Articles of Association, Memorandum of Association, Certificate of Registration);
- a notarized copy of the decision of the owner of the property on the creation (participation in) a commercial organization with foreign investments or a copy of the decision of the body authorized by him;
From a foreign founder:
- a document on the solvency of a foreign investor, issued by the serving bank or other credit and financial institution; - an extract from the trade register of the country of origin or other equivalent proof of the legal status of a foreign investor in accordance with the legislation of the country of his location, citizenship or permanent residence (original in a foreign language, legalized at the Russian consulate on the territory of a foreign investor, with a notarized translation into Russian) ;
- print sketch (two copies). Basic sketch requirements:
- full legal name of the organization, indicating the organizational and legal form of the Russian Federation;
- the city where the organization is located;
- certificate of payment of the state fee;
- a document confirming the payment of 50% of the authorized capital;

In addition, in the event that the main activity of a commercial organization with foreign investment is production activity, it is necessary to submit the conclusion of the relevant expertise in the cases provided for by the Law.

List of documents required for registration of a branch of a foreign legal entity:
- an application with a request for registration;
- regulations on the branch (representative office), notarized copies (two copies);
- decision to establish a branch;
- an extract from the trade register of the country of origin (parent company) or other equivalent proof of the legal status of a foreign investor in accordance with the legislation of the country of his location, citizenship or permanent residence (original in a foreign language, legalized at the Russian consulate on the territory of the foreign investor, with a notarized translation into Russian);
- a document on the solvency of a foreign investor issued by the bank serving him or other credit and financial institution; - print sketch (two copies).

When preparing documents for registration, you must pay attention to the fact that:
- an application with a request for registration of an organization must be signed by all founders or persons authorized by them (by power of attorney, in which this must be indicated);
- the charter of the organization or the Regulations on the branch (representative office) must be properly approved, i.e., in the upper right corner of the title page of the Charter or Regulations there must be a stamp confirming the approval of this document. The stamp indicates the number and date of the protocol by which this document was adopted and approved (accordingly, the protocol itself is also attached to its number, and the date of drawing up must correspond to the stamp on the title page);
- the full name of the organization indicated within the Charter or Regulations must correspond to what is written on the title page of these documents, as well as on other documents submitted for registration;
- Minutes No. 1 of the meeting of founders must comply with the requirements of federal legislation, i.e. it indicates the venue, the date of the event, who is present, the agenda, who spoke and with what proposals, how they voted and what decisions were made. Minutes No. 1 is signed by all those present;
- how legalization can be adopted apostille stamp - this is also a form of legalization, but it applies only to the States that have signed the Hague Convention of October 05, 1961;
- certificate of payment of 50% of the authorized capital, must be from the bank, with the seals and signatures of bank officials. Receipts, payment orders, etc. documents cannot be accepted.

Information required for registration of a joint venture.

To register a joint venture, the client must provide the following information:
- the full name of the Company, which must be in Russian (additionally indicate the abbreviated name in Russian and possibly in a foreign language);
- the size of the authorized capital, the distribution of shares between the founders and the payment procedure;
- the legal address of the company (if the premises are on the right of ownership, then it is necessary to submit a copy of the certificate of ownership, if on the right of lease, then it is necessary to provide a letter of guarantee on the provision of the premises + a copy of the certificate of ownership);
- taxation system (conventional or simplified);
- types of activities of the joint venture;
- the composition of the founders and their data:
a) if the founders are Russian individuals, then passport data, TIN Certificate are provided;
b) if the founders are Russian legal entities, then the details of the organization, a certificate of state registration, a certificate of registration, constituent documents, a decision (protocol) on the appointment of an executive body, a letter from the State Statistics Committee on the assignment of statistics codes, an extract from the Unified State Register of Legal Entities are provided;
c) if the founders are foreign individuals, then a copy of the passport translated into Russian and notarized is provided;
d) if the founders are foreign legal entities, then the following package of documents is provided:
a) an extract from the trade register of foreign legal entities of the corresponding country of origin (translated into Russian and certified by a Russian notary) or equivalent in legal force proof of the legal status of the foreign legal entity - the founder;
b) a document confirming the fact of registration of a foreign organization (Certificate of Registration, or Certificate of Incorporation);
c) the charter (or another similar document stipulated by the country of origin of the foreign company);
d) certificate or certificate of tax residence, confirming the tax number of the foreign organization;
e) a document confirming the powers of the head of a foreign organization or another person who has the right to act on behalf of a foreign organization without a power of attorney and sign documents on the establishment of a joint venture;
Foreign documents for setting up a joint venture must be submitted in the form of copies, translated into Russian and notarized.
- information about the sole executive body:
if a Russian individual, then the passport data of the person performing the functions of the executive body and the TIN certificate (if any) are provided;
if a foreign individual, then a copy of the passport translated into Russian and certified by a notary is provided.
The specialists of the Legal Center "Zashchita" are ready to develop drafts of constituent and other necessary documents that best take into account your rights and interests, in full compliance with the requirements of the current legislation. By contacting us, you can be sure that the registration of your company will be carried out competently and on time. Call the phones indicated on the website right now. The preliminary consultation is provided completely free of charge.

Recalling the experience of creating a joint business with Hewlett-Packard, the manager of Ericsson says: “At first we tried to find a solution to the problem of increasing our R&D costs, then we moved on to finding a suitable partner and finally came to discuss the situation“ 1 + 1 = 3 "with Hewlett-Packard. However, at the time of signing the contract, we were not prepared for additional problems that arose later."

Joint venture capitalization means partners agreeing on the common values ​​and goals of the joint venture, and a careful plan for the joint venture is the key to long-term joint cooperation. Unclear expectations, hidden plans of action and lack of management support are some of the reasons why many joint ventures, surprisingly, do not meet their initial goals and are dismissed before reaching the goal. Recent studies show that 25 to 50% of joint ventures close within six years.

What is the reason? Joint ventures are an operating structure with interdependent relationships, separation of control and management, and that is why they are complex. And due to the fact that the partners act independently, there is always some uncertainty about what the future direction of the strategy of each of them will be. I would like to discuss a number of important points that managers should pay attention to when negotiating joint ventures in order to be confident in a successful and correct start of a joint business.

We'll look at the following steps in this process:

• definition of a strategic goal;
• development of a common goal;
• creation of project working groups;
• informing about joint intentions;
• mandatory support of majority shareholders;
• development of a project implementation plan;
• development of an exit strategy.

Defining a strategic goal

Due to the fact that companies regard the creation of joint ventures as maintaining or restoring lost competitiveness, they must reorient from analyzing past performance to anticipating future results. This requires defining a strategic goal for each partner company, which should include:

1. the benefits of a successful business,
2. long term and
3. a goal that justifies personal effort and dedication.

Determining the benefits of the success of an enterprise affects the outcome that each company plans to achieve when creating a joint venture. Both partners must clearly understand the goals of their companies, based on an assessment of the success of this particular joint venture. As the Telecommunications Manager of Hewlett-Packard said when setting up a joint venture with Ericsson's Network Management in Sweden in 1993: “We are growing our business and trying to increase its turnover by creating a joint product, so we need more in-depth knowledge of the telecommunications business. to become an Ericsson supplier. " The purpose of the joint venture was to provide network management platforms and solutions for operators. Ericsson owned 60% of the joint venture and provided a department with 300 employees. Hewlett-Packard owned 40% and provided R&D and know-how for standard platforms.

By setting goals in advance, companies set benchmarks that are then used to measure the progress of the enterprise. Involvement in negotiations without knowing the partner's intentions complicates the process of determining the basis for creating joint capital.

Developing a common goal

The next step is to assess the alignment of the strategic goals of the partner companies and then discuss a joint strategy that combines the goals of both companies. Without a clear understanding of the goals of the partner, it is impossible to achieve a successful joint venture. In order for the joint goal to be clear, a business plan must be developed, which would indicate the added value, objectives and investment of resources on the part of both partners, as well as criteria for evaluating the performance. By documenting overall potentials and future directions in the business plan, possible ambiguity in strategic language is removed. In a joint venture product development venture between Ericsson and Hewlett-Packard, writing a business plan helped to uncover the interests of each partner and kick-start a project aimed at creating shared capital. The creation of joint capital is impossible without the creation and maintenance of a joint venture.

Creation of project teams

In order to develop a joint strategy, it is necessary to create project teams to draw up a business plan, which in turn determines the areas of cooperation, strategic directions and financial objectives. Without the early involvement of project teams, defining clear goals for partners can be difficult. By clarifying and articulating the goals of each company, potential clashes, hidden plans, and areas of conflict can be identified before they appear.

The creation of project teams is an important step in reducing ambiguity and uncertainty during the negotiation stage. The designated groups are required to discuss issues of concern and reach agreement on defining the goals and objectives of the joint venture. Project team members who are employees of parent companies should receive support from their leaders. The exchange of information between these groups builds the basis for mutual understanding and ultimately leads to the signing of the necessary agreements.

At the stage of reaching a final agreement, project teams must switch from developing a business plan to preparing an implementation plan and, as a result, become members of a joint venture. Their participation in the early stages of education helps create a platform for further collaboration:

1. partners have already appreciated their joint work,
2. each partner is aware of the goals, weaknesses and strengths of the other,
3. the knowledge and experience of the project teams can assist in the structural organization of the joint venture,
4. the duration of work on one project increases the impact of its members and
5. people have already managed to establish interpersonal relationships, which helps to resolve conflicts in the later stages of cooperation.

Informing about joint intentions

Many decisions about joint ventures between companies are usually made at the highest management level. Divisional managers or CEOs define the areas and benefits of collaboration, and create a picture of how companies should work together. This image may not always be consistent with the views of the staff working on the joint venture. Therefore, it is important to inform the project staff about the developed joint goals. In the case of Ericsson / Hewlett-Packard: During negotiations between representatives of both companies, each of them had different points of view. The conversations that arose around these negotiations created difficulties in relationships within the project teams working to create a business plan for the joint venture.

Communicating joint decisions to more team members is important for two reasons. By communicating decisions to those planning to work with or in a joint venture, managers thereby reduce anxiety among their future colleagues. And also - the ability to control the situation: whether the opinions and approaches of the two partner organizations differ. Awareness of project managers and staff about joint decisions allows them to take initiative and reduces the likelihood of a threat of collapse or dissatisfaction with the work on the project. Clarifying the objectives of the collaboration ensures that employees in both organizations understand the strategies developed at the management level.

Mandatory support of majority shareholders

One of the most important factors in establishing a joint venture is obtaining support from majority shareholders. Without stakeholder support, the joint venture faces a lack of resources to implement the strategy; it may face organizational opposition or legalization problems both internally and externally. Key stakeholders are usually senior or middle management, people who see the benefits of the overall strategy. These stakeholders, often referred to as "proponents", are tasked with patronizing the joint venture project in their company from other projects or internal competition, as well as against client companies. Proponents promote the strategic importance of collaboration and thus demonstrate the involvement of companies. In addition, management can also act as an arbiter, maintaining a global perspective on litigation. Because middle managers are constantly engaged in their day-to-day responsibilities, “proponents” at a higher level may indicate long-term prospects for collaboration. “Proponents of the idea” play an important role not only at the stage of formation of a joint venture, but also throughout its existence. They guarantee the interest of the parent company and thus help to overcome the three main problems of joint ventures: legalization, lack of resources and organizational confrontation.

Development of a project implementation plan

Once the parties have prepared a business plan and when the final agreement is under discussion, an implementation plan needs to be developed to put the strategy into action. Although the business plan contains the strategic directions of the joint venture, it is impossible to envisage all the operational nuances in it. Developing an implementation plan helps partners work on issues that were discussed earlier but that they had different opinions about when they created the business plan. If the differences are erased at this stage, management will have fewer problems in the early days of the joint venture. The members of the project team responsible for developing the business plan should also be involved in creating and executing the implementation plan to avoid potential losses and to ensure consistency in their work. Each team member should have a clearly written job description indicating their responsibilities. For example, the members of the Ericsson / Hewlett-Packard joint venture project team working on the joint venture first developed the business plan and then switched to the implementation plan.

While a business plan usually covers purpose, intent, relationships between companies, and measurement criteria, an implementation plan contains a number of specific actions for each of the objectives. The implementation plan also includes decisions about the contributions of both partners and their level of authority in the joint venture. This entails identifying the resources and obligations of both parties. By defining the role and tasks of each partner, a link is built between the business plan, implementation plan and the expected financial result. At the Ericsson / Hewlett-Packard joint venture, one of his managers said: “We underestimated the challenges that arose after writing the business plan.

Developing an exit strategy

Joint business partners should develop an exit strategy in the event of a possible termination of the joint ownership agreement. There is an opinion that "the best partners are those who fulfill their obligations before and after the end of cooperation." A plan for changing rights or terminating property must be drawn up in advance and attached to the main agreement. The development of an exit plan requires the partners to determine the points on which the exit from the joint venture will be based. Of course, discussing the details of the exit strategy early in the partnership can make it difficult to build trust, but this kind of "marriage contract" negotiated and signed early in the partnership reduces the potential for conflict and disagreement later on. Developing an "exit strategy" early in a partnership avoids unpleasant termination negotiations after partners don't want to have anything in common. The Ericsson / Hewlett-Packard joint venture still exists (2001). And nothing foreshadows the termination of cooperation. In contrast, by 2001 the joint venture had changed its original objectives and developed a new joint venture project, combining the enterprise's goals of developing software applications for telecom operators and the world's Internet Service Providers.

Conclusion

Establishing a successful joint venture is the key to creating joint capital. Thinking only about "how can I get more value" rejects the very essence of a joint venture - a mutually independent relationship. Partners will not receive the expected profit alone until they create joint capital. Joint ventures must be carefully planned and a series of steps must be taken to ensure that both partners are "on the same side of the barricade."