RENDERING SERVICES TO THE FOREIGN CLIENTS
Dear visitors of the corporate site of legal company “Glazov and partners”! We are glad to present you the brief review of our company’s services, which are rendered to the foreign citizens and legal entities.
Affairs with participation of foreign persons and foreign companies, or complicated by the so-called “foreign element” are considered to be the most difficult among the practicing lawyers. Actually, besides problems facing in affairs with participation of residents only, there are also quite specific features.
It is not always obvious judicial authority of which country can consider some cases. Besides, legislation of a concrete state can include special provisions regulating relations of the residents with non-residents. One the basic source of problems are issues of the applicable law, as it can appear, that relations of the parties are actually adjusted by the law of a state other then the state in which the dispute is considered. In this case the court should resolve case not on the basis of its laws, which are well known to it, and to apply the foreign state law! And finally, complexities with execution of the court decision: it is not so easy to call to account a person who is out of reach of public executor, even at presence of international contracts about mutual recognition and execution of court decisions, not to mention the situation at absence of such contracts. Besides, commercial disputes can be resolved in the non-governmental judicial authorities, by with the help of commercial arbitration. In this case the own laws and procedures are applied. In such cases it is important to define the arbitration authority (and frequently the arbitrators) which will consider the dispute, with the text of arbitration clause, and also to determine the country which laws will be applicable to the particular dispute.
Cases with participation of foreign persons are rather urgent in the current condition. It also concerns disputes connected with the foreign economic contracts, and disputes concerning activity of the foreign investors within the territory of Ukraine, and at last, cases with participation of the foreign companies controlled by the Ukrainian businessmen, in fact such companies are one of the most active business - partners of the Ukrainian companies, and also one of the largest investors in the national economy.
Legal company “Glazov and Partners” renders a wide spectrum of legal services for the foreign clients in Ukraine, which in particular include:
- legal support of mergers and acquisitions (М&А) of companies with participation of the foreign investors:
- Realization of the necessary legal actions directed on increase of appeal of the business offered for sale (registration of the property rights for real estate, settlement of disputed situations with tax and other state authorities).
- Planning and the general management of merger and acquisition processes of the companies;
- Valuation of the mergers and acquisitions efficiency (M&A);
- Development of the mechanisms providing performance of the obligations by the participants of merge and acquisition;
- Recommendations on choice of the way and procedure of payments under the M&A transaction;
- Legal support of sale and purchase transactions of shares (parts, membership);
- Planning and maintenance of actions on reorganization of companies, including merge, affiliation, division, allocation, transformation;
- Development of projects of the documents necessary for realization of the reorganization;
- Representation of interests of the merges and acquisitions participants, in the public authorities, including in courts.
- Application of the foreign countries’ laws on the territory of Ukraine;
- Registration and protection of the foreign investments;
We render services to clients at realization of investments, both in Ukraine, and beyond its limits. Variety of algorithms of investments realization existing in the domestic and international practice is successfully used by our company, will allow you to choose the maximum effective and the most convenient way of investment. Among other, we render a legal assistance to our clients at realization of investment within the territory of Ukraine by way of:
- Purchase of shares (parts), assets of the existing enterprises;
- Creation and registration of the new enterprises with foreign investments;
- Investment in form of purchase of the real estate, land, property rights (including the intellectual property rights);
We carry out legal audit of potential objects of investment, we advise clients on questions of investment, order of the investments return, received profit, observance of the currency control requirements, we render legal assistance at opening of investment accounts, registration of foreign investments, reception of licenses of the National bank of Ukraine for investment abroad and realization of other currency transactions.
- legal support of real estate transactions
Both sellers, and purchasers of the real estate in Ukraine, can be physical and legal persons. Thus they can be both residents of Ukraine (citizens and legal persons created by citizens of Ukraine), and non-residents (foreigners).
Restrictions on purchase of real estate objects relating to the foreign citizens and persons without citizenship are cover only the land lots of agricultural purpose. Concerning purchase of structures, constructions, houses, apartments, etc. by the foreigners there are no restrictions. To be secured at transaction with real estate and to prevent its possible negative consequences, we recommend you to apply beforehand for the professional legal support for to check the history of the object, documents for the dwelling and other details. Rendering service of legal support of transactions with real estate we carry out check of the rights for property disposal at the person selling the apartment; check of legality of the apartment purchase by the seller; development or check of the sale and purchase contract text; consultations to the parties concerning documents which are necessary for the transaction; coordination of the text, time and place of the contract signing with notary; registration of the property rights, legal analysis of legal documents. Public registration of the property rights is the last legally significant action in the transaction which should be carried out under the expert’s control. It is the most crucial stage in the transaction when the result and quality of the work carried out by lawyers is estimated, as the property right is transferred to the purchaser only after its public registration, and its success depends on the competent legal registration of the transaction.
- taxation of the international commercial operations, investment activity, profits received by nonresidents from sources in Ukraine;
"The legal right of a taxpayer to decrease the amount of what would otherwise be his taxes, or altogether to avoid them, by means which the law permits cannot be doubted… for a citizen there is no patriotic duty whatsoever to increase his own tax payments."
Federal Judge Hand, U.S. Supreme Court, 1935
Questions of taxation are one of the most actual and "burning" problems at realization of investments or reception of income from sources in Ukraine. The majority of foreign experts in the sphere of taxes mark the complexity and intricacy of the Ukrainian tax laws, and also, that is very important, its often changeability. Really, at presence of a great number of taxes, fees and other obligatory payments all tax relations in Ukraine are adjusted by the numerous "tax" laws, statutory acts of the Ukrainian government (Cabinet of Ministers), State tax service. The so-called « Tax Code » which would systematize administration of taxes in Ukraine, is not accepted yet, and the specified statutory acts on questions of taxes are frequently changed depending on the political and economic conjuncture and, by virtue of it, frequently contain various methodological approaches, and in some questions even the direct contradictions.
Our company will help you understand the stratagem of the Ukrainian tax laws, will provide the qualified legal assistance in questions of taxation of investment activity, profits received from sources in Ukraine.
Due Diligence
Let's discuss services on realization of the legal audit in more detail.
The close and qualified legal audit is very actual in cases, for example, with purchase of operational business (LLC, Closed Joint-Stock Company, etc.), when the purchaser should know whether activity of the purchased company corresponds the legislation, whether the property is registered, whether there are any lacks of document circulation, etc.; it also concerns transactions on purchase of real estate objects which quite often have latent defects: absence of appropriate registration, presence of encumbrances, disputes, duties and so forth. Presence of such problems can affect both efficiency of further use of the object, and the price of its purchase. We offer full legal support of transactions of all kinds and complexities.
Character and volume of check within the framework of legal audit can be various. Constituent documents can be subjected to the legal analysis for conformity to the legislation and requirements of the purchaser; economic documentation (contracts, agreements, acts, etc.); legal documents for property, including the real estate; materials of legal cases, correspondences of the parties on questions of settlement of disputes (letters, claims); documentation on labor relations of the company and its workers, etc. Check can have continuous and selective character, can include studying the separate blocks of documentation. By results of the check a written conclusion (report) with the detailed description of initial documentation, revealed state of affairs, legal risks and legal lacks will be prepared, recommendations on their elimination will be given. Due Diligence it is necessary in the following cases:
• Sale of the own business or purchase of the ready business.
• Business estimation.
• Starting activity abroad.
• Creation of joint venture.
• Transactions of merge and acquisition (M&A).
• Granting the proofs of solvency to the foreign partner or investor.
• Checks of reliability and solvency of the contractor.
Due Diligence includes research of:
• Corporate management of the company (examination of constituent documents, legal status, the basic documents on corporate management, decisions of joint management authorities and the basic powers of attorney)
• Shares and shareholders of the company (examination of the basic transactions with shares, data about the shareholders and the property and non-property rights of the shareholders, public control over activity of the company)
• Basic contracts and other transactions of the company (examination of contracts with the basic suppliers and purchasers, credit – loan operations and financial obligations, rent agreements and leasing of assets)
• Claim activity of the company
• Property rights of the company (examination of the rights for real estate, rights for other essential assets and burdens of the assets)
In addition to the abovementioned services, we also render legal assistance to the foreign citizens on the following questions:
- Registration of marriage with the foreign citizen (region Odessa, Kiev);
- divorce with the foreign citizen (region Odessa, Kiev);
- family disputes with participation of the foreign citizen (region Odessa, Kiev);
- hereditary cases (region Odessa, Kiev).
Our legal company is focused on the union of the lawyer and the client with a purpose of decisions of problems.
