Investment participation agreement. Form and additional terms of the agreement

Lawyers strongly recommend that all types of transactions be documented, especially when large sums of money are involved. The investor and the customer always draw up an investment agreement - a document that takes into account all the details of the agreement reached. Investments in themselves are a risky thing, so a well-executed investment agreement can protect both the customer and the investor from some unforeseen situations.

General concepts

The investment activity agreement confirms the relationship between the investor and the customer, and also defines their rights and obligations. The customer and the investor are equal parties to the contract. Wherein, the customer is the one who leads the project. Usually this is the head of an enterprise or organization whose activities require investment. It is he who takes full responsibility for the received cash. The customer's side is obliged to fulfill all clauses of the contract and confirms this with his signature. The customer is responsible for the result of the investment operation and all financial activities.

The investor can be either a legal entity or an individual. He gives his funds for management and expects to receive the agreed profit. On the part of the investor, the document may specify requirements for possible risks or drawdowns. On the other hand, the investment agreement may contain a clause on the investor’s obligation not to interfere with the financial activities until the end of the stipulated period.

Some areas of activity may include a third party in the document, for example, a contractor or investment agent. For example, such an area is construction. The agent, as a rule, receives a percentage of the amount for which the transaction is concluded and assists in finding investors and concluding new contracts. But for the customer this is enough profitable option, since the commissions are very small compared to the contract amounts.

An investment agreement implies benefits for all parties: the investor increases his capital, and the customer, as a rule, receives a completed project and a reward. The source of profit is the activities of the project.

The investor and the customer discuss the details of the future project and find out absolutely all aspects of future activities. They need to come to an agreement that suits both parties.

The transfer of money to the customer must be documented. This helps to increase the reliability of the transaction, its legality and transparency. Documentary evidence reduces the risk of loss of funds for the investor and makes it possible to resolve controversial issues, including in court. The funds are transferred to ownership or management, which is not significant. The general mechanism implies the very fact of the customer borrowing from the investor with any form of subsequent use of the funds. The process of transferring money can occur in the following ways:

After signing the agreement, the investor immediately transfers the required amount in the agreed manner.
Funds are delivered to the customer in installments. This option is acceptable for both parties if:
1. The customer needs money gradually, over a certain period of time.
2. The parties' trust in each other is not at the highest level and the investor wants to play it safe.

The customer invests the money received in the project and independently monitors all ongoing processes, as well as the amounts of costs and profits. On a certain date, which both parties agree on in advance, the customer returns the investor his remuneration for the investment.

An investor can receive interest in two ways:

Fixed amount. Result investment project does not affect the amount that the investor will receive - it is a fixed and unchanging figure. Payments must be made exactly on the agreed dates. Minor amendments can only be made with the consent of both parties.
Part of the profit. The amounts of such payments are usually approximate. For long-term investments, it is quite difficult to give an exact figure. The parties start from the average expected profitability and set a percentage of the money actually received. Many investors try to avoid such arrangements because of the uncertainty involved. Customers, on the contrary, are committed to concluding such contracts, because this makes it possible to take into account unexpected changes in the macroeconomy, inflation and other unforeseen circumstances.

The method of payment of remuneration is agreed upon in advance and must be specified in the contract in order to avoid any misunderstandings.

Liabilities

The investment agreement protects the interests of both the customer and the investor. It defines the actions that both parties must take. The most important points taken into account in standard contract, the following:

For the customer

Meeting project deadlines
Providing reports on financial activities and project progress.
Submission of the results of the activities carried out.
Providing all necessary documents.
Involving specialists or contractors to implement the project and conclude a contract.
Control of allowable expenses.
Control of all activities related to the project.
Repayment of all borrowed funds within the prescribed period.

For the investor

Transfer of the agreed amount of money without delays or changes.
Checking the results of investment activities and accepting the project.
Payment of remuneration.
If necessary, preparation of all documents upon completion of the project - registration of ownership and registration with the necessary government agencies.

All the wording and clauses that the investment agreement contains are very important and can affect the outcome of resolving controversial issues. Qualified lawyers can draw up the right contract, and you should contact them if you have the slightest doubt. It is better to spend more time drafting and studying the document than to later become a victim of scammers or your own ignorance. The lawyer needs to show the previously drawn up contract and explain in words what you really want. Then the specialist will be able to point out inaccuracies and ambiguous points in the document, and also suggest the correct spelling. In addition, the lawyer will check the document for compliance with the latest legislation, which not every businessman can do.

Be sure to pay attention to the following points in the contract:

Title of the document.
Date and time of conclusion.
Parties' data.
Individual information about the project - goal, deadlines, amounts.
Rights of both parties.
Responsibilities of both parties.

The investment agreement necessarily establishes the price of the project. For an investor, it means the full amount of necessary investments, which includes all expenses for the cost of materials, remuneration, specialist services, acceptable risks, technical equipment and other expenses.

The project price represents the approximate amount or acceptable range of required investments. To calculate exact figures, small adjustments or indices are used that take into account possible changes in prices for materials or services.

If the project deadlines are violated, its price may change. In this case, the value is adjusted in the interests of the party that suffered the loss.

The investor bears significantly greater risk. If the outcome of the project is unfavorable, it is he who will not receive his funds back, and the customer, in most cases, will simply limit himself to moral worries. Such an end to the project should definitely be considered when writing a contract and you should protect yourself in advance by including in the contract a corresponding clause on the payment of a penalty.

To minimize possible losses and unsuccessful outcome of investment activities, the investor should:

Find out the details of the other party’s legal life - the company’s reputation, credit history.
Personally make sure that all title documents are available: land, equipment, etc.
Check whether there is a permit to carry out the relevant work or a license for a certain type of activity. Pay attention to the expiration date of such documents and check them with current legislation.
If there are similar investor partners, study their rights and obligations to the company of interest.

Signs of an investment agreement

There is no clear definition of the term “investment agreement” in Russian legislation. Also, the entities that can enter into this type of agreement and the objects that can be specified in it are not regulated anywhere. Lawyers believe that an investment agreement differs from other agreements in the presence of the economic content of the document and the formulation of generating income as the goal of joint activity. The features of an investment agreement include:

Long-term cooperation between the parties.
Mutual benefit – investing money in exchange for income, real estate or other project outcome.
The basis of the agreement is a commercial proposal, project documentation.
There is commercial interest.

We have found out the main points, taking into account which an investment agreement should be drawn up. The following are the stages of its implementation.

The first is preparation. Here all the actions necessary to carry out financial calculations are carried out. The customer is preparing economic justification the required amount, shows the project documentation, prepares the technical base. At this stage, the customer provides aggregate information on the future project, while all numbers and the list of works or necessary services may be approximate. Often this aggregate information is provided in the form of a business plan, which outlines the need for certain costs and the benefits of implementing the project.
The second is the actual implementation. At this stage, all agreements have been reached and terms have been agreed upon. The investor transfers money to the customer, and the project is launched. The parties enter into an agreement, and the customer attracts all the necessary contractors and specialists.
The third is operational. Small adjustments may be added to the implemented project - the supply of additional resources, the solution of problems that have arisen at the site.

The implementation of the project ends with the acceptance of the object by the investor. This must be confirmed by relevant documents, for example, an acceptance certificate. After this, the investor draws up all subsequent documents in his name.

In the field of pure financial investments, for example, transferring money to management for trading on stock market, the result of the investment is the payment of profit to both parties, in accordance with the terms of the previously drawn up agreement. The necessary documents are also drawn up to ensure that all the terms of the contract have been fulfilled and the parties have no claims.

If desired, the investment cooperation agreement can be extended by drawing up an additional agreement. The conditions for extending cooperation may differ from those previously established. All amendments and changes must be indicated in the additional agreement.

Key points

No matter how profitable your future investment may seem to you, it is better to take your time and follow the basic rules:

Don't believe the words - ask for documents. This applies to both the documents of the individual or legal entity with whom you are drawing up an investment agreement, as well as your mutual obligations. Everything must be documented.
Consult with specialists. Involve lawyers to study the drafted contract and correctly formulate those aspects that you want to include in it. Official organizations that can help verify reputation or credit history subject of interest.
Consider the details. Absolutely everything is important – from timing and cost to solving problem situations that may not exist. All points must be measurable and provable, no abstract or controversial formulations. Use dates, numbers, comparative ratios.
Include clauses in the investment agreement regarding various outcomes of the project completion. Describe the conditions under which you will part with the customer in case of success and in case of a negative outcome. The classification of investment agreements and their correct structure are not provided for by law. The only thing that gives the parties the right to control each other’s actions is the clauses of the contract. The more requirements are written, the better.
Protection by law. You can protect yourself from bought judges or unfair dispute resolution if the case is heard by the court foreign countries. This point can be specified in the contract. Abroad, an investment agreement is considered on the basis of the law, and not “by acquaintance”.

As a rule, the relationship between the customer, investor and contractor is regulated by the Investment Agreement and the General Contract Agreement. In connection with changes in the Resolution of the Supreme Arbitration Court No. 54 of July 11, 2011, the investment agreement does not fully protect the rights of the investor...

General concepts

There is no formal definition of the concept “Investment agreement” in regulatory documents. For the first time this concept (hereinafter referred to as ID) was used by the Supreme Court. The most common definition is as follows: An investment agreement is an agreement in which one party, the investor, transfers funds (namely, funds, this is - required condition), and the second is the customer, who invests for a fee based on the investment project, and then transfers it to the investor for ownership.

There are three parties involved in an investment transaction: the customer, the investor, and the general contractor. The general contractor/Contractor, in accordance with Part 4 of Article 4 of 39 Federal Law, acts on the basis of a concluded contract agreement with the Customer or Investor.

Investor- an individual or legal entity that performs actions related to the risk of investing capital, aimed at subsequent profit.

Customer- an individual or legal entity interested in the Developer performing construction work.

Developer- an individual or legal entity that provides construction, reconstruction, major repairs of capital construction projects on a land plot owned by him, as well as carrying out engineering surveys, preparing design documentation for their construction, reconstruction, overhaul(Clause 16, Article 1 of the Town Planning Code).

ATTENTION!
The developer can simultaneously be the customer.

Contractors- these are individuals and legal entities who perform work under a contract or government contract concluded with customers in accordance with the Civil Code of the Russian Federation.

Object investment agreement is the construction/reconstruction of a residential/non-residential building or structure carried out as part of investment activities.

Basic terms of the investment agreement

. Freedom to enter into a contract:

The basis for concluding an investment agreement is Federal Law No. 39 of February 25, 1999. In Article 8 of Federal Law No. 39 dated February 25, 1999. It is written that relations between subjects of investment activity are carried out on the basis of an Agreement concluded in accordance with the Civil Code of the Russian Federation.

. Subject of the investment agreement:

For one party, the subject of investment is investment in the construction of an object (investment of funds or other assets), for the other, the construction of the object itself and, after commissioning, its transfer to the investor.

. Investment object:

The object of the investment agreement is the construction/reconstruction of a residential/non-residential building, structure, carried out as part of investment activities. Since the object has not yet been built, the contract specifies the characteristics of the object (project area, number, postal address, etc.).

. Other conditions:

The agreement provides for the procedure for transferring the apartment to the investor, the procedure for sending notifications, the conditions for the investor to pay the costs of operating the constructed facility and other conditions.

Changes to the Resolution of the Supreme Arbitration Court No. 54 of July 11, 2011

Resolution of the Plenum of the Supreme Arbitration Court (SAC) No. 54, which came into force on July 11, 2011, did not have a significant impact on the relationship between developers and investors.

Before the resolution came into force, the investor had the right to a certain share of the constructed facility. Now the ID has lost this feature and has actually turned into a purchase and sale agreement. As a result, registration of investor rights has become secondary. The investor can demand the transfer of the property only after the developer has registered his ownership. An investor can file claims for the transfer of an object and for registration of a transfer of rights, but this requires registration of the developer’s rights, and it cannot be forced. In this case, the investor can file a claim to recover funds. However, for the investor, the primary goal is not to collect funds, but to obtain ownership of the financing object.

Resolution No. 54 is twofold:

on the one hand, the Supreme Arbitration Court sought to protect the interests of buyers who entered into investment and preliminary agreements. Now they have equal rights, and if the developer has not fulfilled his obligations, investors have the right to demand compensation for losses based on the market value of the property.
on the other hand, the Supreme Arbitration Court stated that it is unacceptable to give all participants financing construction the right shared ownership. This puts investors in a difficult position.

Investor, customer, developer = VAT

Most the best option- this is when you act as a customer, developer, investor all rolled into one. Then you can refund VAT quarterly. If you are only an investor, you receive this right only after the facility is put into operation.

All costs associated with survey, design and construction work, are accumulated on account 08. It is desirable that the contract stipulates phased construction, where the stage is a month. At the end of the quarter, the following package of documents for VAT refund is prepared for the tax office:

Contracts for survey, design, construction and installation work.
Work completion certificates (KS-2, KS-3).
Invoices.
Sales book, purchase book.

After receiving the complete package of documents, tax office conducts review within 3 months. During this period, the tax service conducts counter-inspections of organizations for which contracts for survey, design, construction and installation work have been provided. If everything is in order, the tax office makes a decision to refund the VAT amount. If the tax inspectorate does not agree with something, then a statement of disagreement is drawn up. The organization writes an explanation, and then, within 2 weeks, there is a second review; It is possible to call the head of the tax service to clarify the information. If after this there is no agreement for compensation, submit documents to a higher department tax service. If you refuse, go to court.

ATTENTION!
The investor can refund VAT quarterly if he enters into agency contract with the Customer (for example, a contract for design work).

Investment loan

If you decide to carry out construction using loan funds, you must understand that the land or land lease rights will be used as collateral to the lender. Loan term and interest rate when receiving an investment loan depend on the complexity of the investment project. Here is an example of the basic requirements for investment lending from different banks:

	OJSC "Sberbank of Russia	JSC VTB	OJSC Baltinvestbank
Loan terms	3-7 years; with state support - 10 years

	Rubles, foreign currency	Rubles, foreign currency	Rubles, foreign currency
Own funds	Not less than 30%	Not less than 30%	Not less than 30%
	Real estate, shares, guarantees of owners, group companies		Real estate, shares, guarantees of owners, group companies
	Legal resident person	Legal entity - resident	Legal entity - resident

On average, in the credit market the loan term is 36-60 months, the interest rate is 12-14%. The requirements for an investment loan are approximately the same in all banks. The only difference is that banks may have different criteria for evaluating a business plan.

For example, Sberbank conducts an examination of design and estimate documentation to ensure that declared prices comply with the market average. Since 2013, Sberbank lends to the Investor only if he owns 90% of the space under the ID.

Transfer of ownership and sale of apartments

In order for a person who owns the right to land under a lease agreement to receive permission to put an object (residential building, business center) into operation, the lease agreement must be valid at the time of completion of construction. If at some point the contract is terminated, the constructed house will, firstly, be considered a “self-construction” subject to demolition, and secondly, none of the investors will have rights to the object. There will only be an opportunity to demand the return of the invested money. But this is a lengthy procedure, and it is not a fact that you will receive the full amount. However, that's another story.

The transfer of ownership passes to the investor as follows:

The Customer (Customer-Developer) receives permission to put the property into operation and registers the property with the Rosreestr Office;
The Customer (Customer-Developer) notifies the investor orally or in writing of his readiness to fulfill his obligations to transfer the premises and sets the date and time for the transfer of the premises and the signing of the acceptance certificate;
When inspecting the premises, if there are no disagreements, the investor signs a certificate of acceptance and transfer of the premises, receives a plan of the premises and goes to the Rosreestr Office to register ownership of the premises

Main risks:

The Customer has no right (ownership, lease) to the land.
The premises do not meet the characteristics set out in the contract.
There was an uncoordinated redevelopment of the premises.
The area of the constructed premises is less/more than indicated in the ID.
The construction of the premises was carried out poorly.

ATTENTION!
The sale of apartments to an individual during the construction period can only be carried out under an equity participation agreement on the basis of 214-FZ.

In accordance with Federal Law 214-FZ, the Equity Participation Agreement (EPA) is registered with the Federal Reserve System. This allows you to avoid double sales of apartments. Moreover, this agreement can only be concluded by a person who has rights to the land, be it a lease right or a right of ownership. Sales of apartments in any other way are prohibited.

If land plot and the investment rights under the ID have been pledged to the bank, the sale of apartments is possible only after the borrower has repaid the debt for the apartment, which is being prepared for sale.

When purchasing an apartment, be sure to request documents for the land plot. If the developer has an agreement with the city, according to which he is obliged to put the house into operation within a specified time frame and transfer part of the apartments to the city, and the deadlines have passed, but the house has not been delivered, there is a risk that the city will not extend the construction decree to the developer. As a result, the ID may be terminated with the Customer and construction suspended. If some of the apartments have already been sold, then it will be difficult for the city to find a new Customer, since it is unlikely that the previous “builder” will give the shareholders’ money for the apartments sold earlier. It is highly likely that it will go into bankruptcy or liquidation. The result is defrauded shareholders and unfinished construction.

Underwater rocks

If you decide to act as an investor, then when concluding an investment agreement you must:

Check the business reputation and credit history of the customer and other parties to the investment agreement.
Request title documents for the land plot, incl. a fresh cadastral passport in Rosreestr.
Make sure that the Developer has all the permitting documentation, incl. building permit. If there are expired permits/decrees or approvals, then clarify the possibility of their extension and be sure to include them as conditions precedent in the contract: “The investor provides funds after the Developer provides the following documents...”.
If the land plot on which construction is proposed or is already under construction is owned by the state, with which a lease agreement has been concluded on investment terms, be sure to check: the expiration date of the lease agreement on investment terms, the conditions for transferring the land plot to ownership or concluding a long-term lease agreement, whether rental payments are paid on time, additional encumbrances of the land plot.
If there is already an investor under the contract, it is necessary to conduct a legal examination of the contractual relationship between him and the customer. Request the contract and all appendices to it, so that later you do not get “other people’s space” and there are no “double sales”.

ATTENTION!

Project (permit) documentation includes: information about the developer and information about the construction project: about the company name, the location of the developer, about the state registration of the developer, about the founders (participants) of the developer, about construction projects apartment buildings and (or) other real estate objects in which the developer took part, about the type of licensed activity, about financial result current year, size accounts payable on the day of publication of the project declaration; about the purpose of the construction project, about the stages and timing of its implementation, about the construction permit, about the rights of the developer to the land plot, about the location of the apartment building and (or) other real estate object being built (created) and about their description.
The investment agreement must specify the basis for concluding the investment agreement. As a rule, the basis can be: a lease agreement, a construction permit, a Government resolution, etc.
Pay attention to both your rights and responsibilities as an investor, and the rights and responsibilities of the party who is obliged to build with your money: Rights of disposal, use, ownership of capital investment objects and their results; On obtaining ownership of a construction project
If you, as an investor, want to have control over funds, enter into a general contract and stipulate in the investment agreement that funds are not transferred through the customer, but work is handed over. This means that under the ID the investor must transfer funds to the customer’s account, and the customer disposes of them in accordance with the terms of the ID. But in order to have control over the funds, it is advisable to write in the ID that the investor - he is also the general contractor - sends funds to the contractor, and reports to the investor with signed documents and acts. It is advisable to put it as general contractor affiliated company.

conclusions

There are three parties involved in an investment transaction: the customer, the investor, and the contractor.
Pay attention to the conditions of the conclusion of the ID (freedom of conclusion, subject of the ID, object of the ID, responsibility of the parties, other conditions).
Act as a Customer, Developer, Investor - in one person to reimburse VAT quarterly and register ownership of yourself;
Be vigilant when receiving real estate objects under a transfer and acceptance certificate and when registering them as property.
If you act as a Co-investor, carefully check all documentation for the investment transaction, incl. conditions of the project agreement between the customer and the initial investor (what footage is transferred to the investor, who enters into the general contract, etc.).

Investment process

Projects construction market are attracting more and more investors, and it is not surprising - investing in real estate remains extremely profitable and therefore many are rushing to become an investor. However, what are the features of financing the construction of a residential building?

What is investment in construction?

Many who are not familiar with the features of financing the construction of houses do not know what the fact of investing even means. Often such an investment is confused with a regular home purchase, in which the investor sets commercial goals, namely the subsequent resale of the property. However, buying a home, no matter what your motives, will always remain a purchase. Unless you are ready to finance an entire house and you decide to buy three or four apartments at once, then you can already be called an investor, although in this case the definition will not be entirely correct.

Many investors are now introducing the practice of investing other people’s money in a project, for example from the same bank, and after selling or leasing the purchased property, they give the money back. Thus, they do not risk their money, and still remain in the black. But not many people do this, but only those who are completely confident that the project will bring profit. This method may not be suitable for beginners, or you may need to hire an experienced specialist in your field to join your team. Let him take his %, but you will be sure that the investment was not in vain.

How to become a land owner without money

To become a real investor, that is, to finance a commercial project, you need to understand that you share with the owner not only the profit, but also all the risks. Even investing in real estate at the foundation pit stage is not considered an investment, it is an equity agreement and nothing more. To become an investor, it is not necessary to buy real estate, but to enter into an investment agreement for the construction of a residential building. Businessmen who become investors can invest money even before construction begins and even influence the project of a residential building, because they become full participants in this business.

In a word, to become an investor, you must enter into a special investment agreement and invest money in a commercial project, taking on some of the risks and obligations. You can prepare to finance an entire residential building, or, on the contrary, invest in real estate and construction to a fairly limited extent.

Investment process

In order to officially become an investor, you must enter into an investment agreement for the construction of a residential building or document an investment in commercial real estate. Only those persons who invest money in real estate for subsequent profit are considered investors; if an apartment or several objects are purchased for personal residence, then the owner is not considered an investor.

As part of financing the construction of a residential building, a special investment agreement is concluded, which can be issued to both an individual and a legal entity. A real estate investor must act within the framework of the law “On investment activities in the Russian Federation,” which is quite different from the law “On equity participation in construction.” In case of investment, the risks are shared with the developer, in case share agreement All risks are borne exclusively by the developer.

The contract for shared participation in construction provides some guarantees - the buyer must, after a certain period of time, receive ownership of the housing for which he paid. The investment agreement does not provide any guarantees, but in case of favorable circumstances it can bring significant profits if the property is successfully created and sold.

A must read and study

5 checklists for real estate investors

When is an investment agreement concluded?

To finance a large-scale residential project, you can invest money in it at any convenient time. If an agreement on shared participation can be drawn up only after the developer has received a construction permit, then an investment agreement can be concluded even at the stage of the idea of construction.

However, if desired, the investor can enter into a financing agreement at a later stage, for example, after completing documents for the land plot and agreeing on the house project with the appropriate authorities. The second option will undoubtedly be safer.

Is it possible to terminate an investment agreement?

As a rule, if you have already invested money in building a house, you must wait until the project is completed, since you have taken on certain obligations and risks. However, sometimes the agreement stipulates the possibility of transferring one’s rights and obligations as an investor to another person. Thus, in this case, the investor can sell his share in the project to another investor, who will assume all associated obligations.

When the investment agreement expires

If you enter into an investment agreement, you should definitely specify the expiration date of the document. Typically, the contract terminates when its participants take ownership and receive their shares in the constructed house. Further, investors have the right to dispose of real estate at their own discretion, but do not have the right to live in the housing. Previously, there were schemes when, under an investment agreement, it was possible to buy several apartments in a building at once, but today such re-registration will be considered illegal.

As you can see, in order to become an investor, you need to enter into a special agreement to invest money in construction and become an integral participant in a commercial project, sharing both profits and risks with other participants. You can invest money in real estate at any stage of the project’s development, but the investor does not have the right to buy housing for his own subsequent residence - in this case, at an early stage of construction, an agreement on shared participation in construction must be drawn up.

Civil Code Russian Federation there are many various agreements, which can be concluded between subjects of the state. One of the articles of the document regulates free contractual relations related to the mutual desire of the parties.

What it is

An investment loan is issued on the basis of an agreement. The parties to the agreement are the investor (a person who invests money in order to make a profit), the investment customer (a person involved in placing investments in certain projects) and the contractor (a person involved in the implementation of the developed project).

Thus, when concluding an investment loan agreement, three parties are involved, each of which has its own obligations to the other parties.

In most cases, an investment loan is provided for the construction of a facility, for example, a residential building or industrial premises.

The investment agreement must be accompanied by a number of documents on the basis of which the project is supposed to be implemented.

Such documents include:

detailed project plan;
permission to engage in a certain type of activity;
accompanying documents, for example, a certificate of ownership of a land plot.

Like any loan agreement, an investment loan involves the transfer of funds for certain purposes, that is, it is a target agreement.

The loan agreement provides for remuneration for the use of funds, which may be charged:

in cash (in the form of interest);
in kind (for example, if a loan is issued for the construction of a residential building, then the investor can receive several apartments as personal property as a reward).

When concluding an investment agreement, the order and timing of loan repayment plays an important role. In most cases, an addition to the agreement is a payment schedule, which the borrower must strictly adhere to.

An investment loan agreement may also regulate penalties in case of violation of contractual obligations by one of the parties.

Investment loan agreement with an individual

Most often there are situations when individuals act as investors. For example, a person invests his funds in the construction of new housing.

Typically, such an agreement is concluded at the initial stage of construction. The company in which private individuals invest with the money invested begins to carry out work.

It is very important that any individual, before concluding an investment loan agreement, receives qualified advice on all points of the proposed agreement.

I also checked the fundamental documents of the developer company:

a license to carry out this type of activity;
building permit;
documents that confirm the company’s ownership of the land plot proposed for development, and so on.

Except listed documents It is advisable to check the company’s previous activities for unfair practices in the construction of facilities.

On the Internet you can find many sites and forums that contain complete information about the activities of the enterprise.

If the documents listed above are missing or for some reason the company does not want to provide them, then most likely the company is a fraudster. It is not recommended to enter into an investment loan agreement with such an organization.

When concluding an investment loan agreement, an individual should pay attention to the following factors:

The company’s details must fully comply with the fundamental documents;
It is advisable to indicate in the contract the exact date for completion of construction and termination of the document. Only in this case will it be possible to demand the return of funds from the company if it does not fulfill its obligations;
contract price. The document must contain detailed information about the property being received, the ownership of which is transferred to the investor after completion of construction;

Less commonly, there are situations where a company invests in an individual, such as an individual developing a substance or drug that the company needs to improve its operations.

In this case, investment loans are issued to individuals. An agreement of this type of loan will differ slightly from the standard form of the document.

The subject of the agreement will be the development of a project directly related to the activities of the individual. There may be no third party to the contract. The remaining fundamental facts of the document will remain unchanged.

Where can I get it

In accordance with the laws of the Russian Federation, an investment loan can be obtained:

from the state. Currently, several federal programs have been developed to subsidize and invest in small businesses and private entrepreneurs;

Naturally, strict requirements are put forward to the customer in developing a detailed plan for the upcoming project or business. Age restrictions may apply.

in a credit institution (bank). Some banks have their own programs and funds intended for investment. To receive funds, you will need to collect a large number of documents confirming the performance of the company and the benefits of the project being implemented. Majority credit institutions prefer to cooperate with already stable operating companies. But getting an investment loan for start-up organizations is quite difficult.

An additional priority in obtaining the required amount of money may be the presence of a bank account for the borrowing company.

in an investment company. Some people with sufficient free funds join together in companies. The purpose of such an organization is to invest. Qualified employees of the company thoroughly check the proposed projects and invest in the most promising ones. Similar organizations can be found in any city. The Internet is an assistant in searching;
in any organization directly interested in the implementation of the proposed project. You can get an investment loan not only from credit or specialized organizations. An investor can be absolutely any firm or company;

The main thing for the customer is to convince the organization’s management of the need to invest in a certain project and offer contract terms that are beneficial for both parties.

from a private person. In addition to organizations, investors can also be any individuals. You can search for an interested investor among your loved ones or acquaintances, as well as on specialized websites on the Internet;

When choosing an investor, one must base it on the honesty and integrity of the person or organization. Most often, money is invested in interesting and economically profitable projects. This is due to the main purpose of investment activity, which is to make a profit.

How to draw up and conclude a contract correctly

In order to conclude an investment loan agreement on optimal terms, specialist advice may be required. The average person often has many questions that are almost impossible to answer on their own.

When concluding an investment loan agreement, it is important:

know all the parties entering into the contract and check the legality of the activities of each of them;
clearly understand what investment funds will be spent on;
stipulate in advance what the interest rate will be when investing, and how and for what period the investor will receive income from the invested money;
develop a project plan as accurately as possible and strictly follow its points;
develop measures in advance to ensure the fulfillment of the obligations of each party. Provide for a set of penalties that will be required in case of non-fulfillment or poor performance of undertaken obligations.

It is advisable to have an investment loan agreement, like other similar documents, certified by a notary. Any additions to an existing agreement can be made solely at the joint request of the parties and in the form of additional agreements.

Taxation

The Tax Code of the Russian Federation provides for some benefits related to investment activities on the territory of the state.

In addition to VAT, organizations receiving investment loans can reduce the amount of income tax by the amount of the loan received. That is, investment loans are not taken into account when calculating income tax.

Unlike organizations receiving investments, investing firms or private investors are engaged in generating profits, which are taxed as income. That is, the investor will have to pay income tax if he receives income from his activities.

Sample investment loan agreement

A standard investment loan agreement concluded between three parties is as follows:

The legislative framework

The main document regulating contractual relations is the Civil Code of the Russian Federation.

This document does not contain the concept of “investment agreement”, therefore all the nuances of concluding such an agreement are described in the document adopted on February 25, 1999. Additionally, and can be used.

However, an investment agreement in accordance with can be classified as a mixed agreement, which can be freely concluded by any state entity.

Another document regulating relations within the framework of the concluded agreement may be adopted on November 28, 2011. This document regulates the relationship between investors if the latter are not one, but several different individuals or organizations.

Investing is an integral part of modern business. With the right investment, you can earn certain income.

All processes related to investment activities are regulated by Russian legislation and an individual investment loan agreement.

Video: loan agreement

In Russian legal practice there is the concept of an investment agreement. Particularly interesting is the fact that, despite the widespread prevalence of this type of agreement, it is not officially enshrined in legislative sources. How are such agreements drawn up in practice?

Definition

According to a common interpretation, an investment agreement is an agreement, usually of a commercial nature, that defines the mechanism for the transfer of funds or material assets by a person or group of entities at the disposal of an enterprise for the purpose of subsequent return of investments in the form of a percentage premium or an asset endowed with a high value. By signing this type of contract, the investor transfers finances or property in favor of another person, most often for ownership or operational management.

Thus, the main purpose for which an agreement on investment activity is concluded is the subsequent receipt of commercially tangible benefits by the investor of funds or material assets. At the same time, the investor’s source of income is the activities of the organization in which he invested. The agreement in question, as a rule, assumes that the relevant activities of the recipient of the funds are of an entrepreneurial nature. Although the legal nature of such agreements can be very different.

Investments in construction

Investment agreements in construction have become especially popular. The source of financing for the activities of developers, as a rule, is funds received from outside - from citizens (if we are talking about the construction of residential buildings), organizations, the state or municipalities (if the object has a commercial purpose). An investment agreement in the construction industry implies that the investor transfers funds to the developer in exchange for receiving finished real estate upon its construction (or, as an option, the right to buy the property of interest with significant preferences).

An interesting fact is that contracts of this type are not classified in any way in the civil legislation of the Russian Federation.

From the point of view of legal status, an investment contract for construction is a sample of a mixed agreement, the legitimacy of which is guaranteed by the wording of paragraph 2 of Article 421 of the Civil Code of the Russian Federation - on the possibility of concluding contracts that may or may not have such status provided for by the laws of the Russian Federation.

The structure of such agreements, as a rule, implies the presence of elements characteristic of types of agreements in a variety of areas.

That is, construction contracts may contain language characteristic of a loan agreement, contract or, for example, a partnership, based on the specifics of the activities of the company receiving the investment.

Nuances of legislation

At the same time, the Civil Code of the Russian Federation is not the only source of law that determines the status of construction contracts (more precisely, it provides guidelines for drawing up their structure). When drawing up such agreements, the norms of the Federal Law “On Investment Activity”, as well as the RSFSR Law of a similar nature, may be applied - in those parts where the provisions do not contradict the newer legal act. For example, some of the norms set out in the said Federal Law apply if we are not talking about building an object from scratch, but, say, about its major repairs or reconstruction. Agreements of this kind are in some cases also called investment agreements. Since there is no clear definition of such contracts in civil law, this is not a mistake.

Features of investment agreements

As we noted above, the laws of the Russian Federation do not provide a clear definition of what an investment agreement is. At the very beginning of the article, we cited one of the popular interpretations of this term, but our definition is not official. At the same time, Russian lawyers identify several typical features of an investment agreement. Let's look at them.

The key criterion here is the economic content of the agreements. Some lawyers believe that it is not of fundamental importance whether an investment agreement is concluded between individuals, legal, or both - subjects of civil rights can be anything (as well as objects). Supporters of this opinion refer to the wording of the RSFSR Law “On Investment Activity” - it says, in particular, that the objects of investment activity can be funds and working capital in all spheres and segments of the national economy.

The Federal Law, already adopted in the Russian Federation, in turn, states that the object of investment can be property in any form of ownership - private, state, municipal and others. Some lawyers pay attention to a number of secondary legal sources. For example, one of the documents of Russian arbitration practice states that an investment agreement must necessarily contain wording reflecting the goal of the investor receiving income or other preferences.

Experts identify the following several key features by which a particular contract can be classified as an “investment contract.” Namely:

the conclusion of an investment agreement must imply the long-term nature of the relationship between the parties;
the agreement must be mutual in nature (that is, in exchange for receiving investments, the subject transfers to the investor the result of the investment - income, real estate, preferences, etc.);
the agreement must have a basis (in the form of project documentation, offer, commercial proposal, etc.);
the contract must reflect the commercial interest of the parties (that is, the investor receives some remuneration).

Depending on the area of business in which the investor and recipient of funds are collaborating, the agreement may also include language that provides intended use finances and material assets transferred by the investor, as well as the general or shared nature of ownership of the property that is transferred to the investment subject.

Investment partnership

In 2012, the institution of investment partnership was legislated in Russia, reflecting a special form of joint activity of partners. What are the features of the agreements concluded between them? The investment partnership agreement, first of all, has a specific subject matter.

In most cases, this is a joint acquisition valuable papers business entities, as well as shares that form joint capital in a special kind of legal form of business - economic partnership. An investment partnership, therefore, acts as a kind of compromise option for implementing legal relations between such forms as limited partnership (typical for legal entities) and simple partnership (in which individuals can participate).

An investment partnership implies a contractual relationship in which no intermediate taxes are paid when distributing income between participants. At the same time, the legislator grants parties to the agreement not to disclose the terms of transactions publicly. And in this respect, the status of an investment partnership differs in certain respects from an agreement between organizations. But there are common points between both. For example, in most cases it is necessary to specify the validity period of the investment partnership agreement, take into account the specifics of the withdrawal of specific participants from the agreement, the specifics of interaction with creditors, etc.

Practice of drawing up investment agreements in construction

Let's return to the study of agreements specific to the construction industry - as one of the most popular in terms of investment relationships in business. It will be useful to study, for example, the algorithm for the correct drafting of such contracts, based on the criteria accepted in the Russian legal system. We noted above that the form of an investment agreement may have signs of similarity to agreements typical for other areas of business - lending, sales, etc. Based on this feature, how to design contracts correctly?

Firstly, any civil agreement must begin with a preamble. It usually sets out the name of the contract, the place and time and its conclusion. The next component is information about the parties signing the agreement. If an investment agreement is concluded between legal entities, then it is necessary to record their official name, as well as list the officials who act on behalf of the relevant structures. If one of the parties to the contract is an individual, then it is necessary to indicate his identification data (full name, series and number of passport, registration address).

Note that the obligated party to the transaction, as a rule, has one of two main statuses - either it is the customer or the contractor. In the first case, this means that the investor’s counterparty undertakes to attract additional contractors - that is, it is mainly a management structure. But it is quite possible that the same legal entity will be both the customer and the contractor. However, experts still recommend using the first term in the contract.

The following sets out the terms of the investment agreement. As a rule, the subject of the agreement, financial indicators, and the content of the contract are recorded here. Some lawyers believe, referring to the provisions of Article 432 of the Civil Code, that the key condition of an investment agreement is precisely the subject matter. Its typical formulation here may sound something like this: “The investor participates in financing the project by transferring funds, and the customer uses them for the purpose of construction and subsequent transfer of the property in favor of the counterparty.” Of course, depending on the specifics of a particular project, the wording may be different.

The investment agreement, a sample of which we are currently drawing up, must also contain the address of the future property (street, number of the house, building and apartment - if they can be known), number of floors and other features characterizing it geographical position. In some cases, experts recommend attaching to the contract a graphic plan of the location of the object on the ground, and also, if possible, also a diagram of the apartment.

The next point is that the parties to the investment agreement fix the list of work that the obligated party must carry out in order to fulfill the terms of the contract on its part. Experts recommend disclosing their contents in detail, that is, including in the agreement that these will be construction, technical, installation work, installation of utility infrastructure, and electricity. If finishing is envisaged, we also fix it. In some cases, it is more convenient to place a list of relevant works, as well as additional documentation on them, in appendices to the main contract.

The next point of the contract is the price. It is quite possible that the customer will want to install it in foreign currency. But in this case, you should indicate the main source of data on its exchange rate relative to the ruble - as a rule, this is information from the Central Bank of the Russian Federation. That is, you can fix the following wording: “Calculations in rubles are made based on the exchange rate established by the Central Bank of the Russian Federation on the day when the investor makes the payment.” In the "price" section of the contract it is necessary to reflect total amount contribution from the investor, and also, since the subject of the agreement is real estate, the price per square meter of housing.

The investment agreement, a sample of which we are drawing up, must include information about the deadline for the customer (contractor - if these statuses are combined) to fulfill its contractual obligations. Article 314 of the Civil Code of the Russian Federation states that if the period is not defined, then a certain reasonable period of time is taken as the basis. But it is better, of course, to specify this condition of the contract. At the same time, the period may be tied to different moments - the delivery of the object upon acceptance or the fact that the investor has registered ownership of the apartment. The specific criterion is determined by the parties to the contract, guided by objective priorities.

Investor Responsibilities

It will be useful to pay attention to such an item as the responsibilities of the investor. Experts believe that a standard draft investment agreement may contain the following combination:

transfer funds or other material resources within the terms agreed upon in the contract (provide them to the customer on a regular basis);
supply the partner with the necessary title and other documents;
pay, if provided for in the agreement, a separate remuneration to the customer;
accept the object.

Responsibilities of the customer

In turn, the customer is also given a certain range of obligations. What he should do:

develop or order project documentation;
find and allocate a plot of land for the construction of a real estate property;
report on the construction process and expenditure of investments according to the schedule specified in the contract;
hold, if provided for by the contract or legal requirements, tenders for attracting contractors;
form a team of builders and specialists of other necessary profiles;
control and exercise technical supervision over the work of counterparties;
hand over the object for acceptance;
provide the investor with the necessary documents.

Features of contract construction

If we extremely simplify the algorithm for constructing an investment agreement in construction, it will look something like this:

one party, that is, the investor, undertakes to transfer funds to the customer;
the other party, having used the appropriate remuneration, must invest the funds received, based on the specifics of the investment project, in the construction of a real estate property and subsequently transfer it to the investor;
the agreement must include terms and other conditions.

Stages of implementation of a construction contract

We have studied the approximate structure of an investment agreement in the construction industry. Let us now consider the stages within which the corresponding agreement can be implemented. Experts identify three main stages of execution of an investment project.

Firstly, this is the period preceding immediate financial settlements. As part of it, the customer prepares design documentation, an economic feasibility study, and carries out technical preparation for the construction of the property. As for the first type of source, it is a collection of information that reflects the application of technology and engineering solutions in a construction project.

In this case, the list of works provided for in the design documentation may be indicative. In some cases, the investor may require the customer to supply a business plan, which should clearly display the advantages of a particular project, including its technological and engineering specifics.

Secondly, this is an investment and construction stage as such. Within its framework, the customer finds an investor, enters into an appropriate type of agreement with him, signs contracts, in turn, with counterparties, and formalizes labor relations with hired specialists. Afterwards, he builds the object, and then transfers it to the disposal of the investor.

Thirdly, this is the operational stage. As part of it, additional work can be carried out - in the direction of finishing, supplying the facility with additional utility resources, resolving possible issues related to shortcomings made during construction, etc.

Transfer of the object to the investor

An investment contract for construction, a sample of which we reviewed above in terms of key features, implies that the transfer of a property must be accompanied by the signing of an acceptance certificate (or a similar document) upon completion of construction. In addition, the investor must also obtain the necessary title documents. In some cases, the customer also undertakes to place at the disposal of the partner the main sources on the profile of working documentation - they can be used, for example, during finishing work or reconstruction.