Investment Agreements (Russian) - Full Text Of The Norm

Original Language Title: CONVENIOS INVERSIONES (RUSIA) - Texto completo de la norma

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CONVENTIONS Law 25.353 Adopt the Convention on the Promotion and Reciprocal Protection of Investments signed with the Government of the Russian Federation.

Sanctioned: November 1, 2000.

Promulgated: November 15, 2000.

The Senate and Chamber of Deputies of the Argentine Nation assembled in Congress, etc. sanction with force of Law:

ARTICLE 1 Appropriate the Convention between the Government of the ARGENTINA REPUBLIC and the Government of the RUSSIAN FEDERATION on PROMOTION AND PROTECTION RECIPROCA DE INVERSIONS, signed in Moscow .FEDERATION OF RUSIA. on 25 June 1998, which consists of CATORCE (14) articles and one (1) protocol, whose photocopy to present the law. ARTICLE 2 Contact the national executive branch.

IN THE SESSION OF THE ARGENTINE CONGRESS, IN GOOD AIRES, THE FIRST DAY OF THE MONTH OF NOVEMBER OF THE YEAR DOS MIL.

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PASCUAL RAFAEL. . MARIO A. LOSADA. . Guillermo Aramburu. . Alejandro L. Colombo.

CONVENTION ON PROMOTION AND PROTECTION OF INVERSIONS BETWEEN THE GOVERNMENT OF THE ARGENTIN REPUBLIC AND THE GOVERNMENT OF THE RUSSIAN FEDERATION

The Government of the Argentine Republic and the Government of the Russian Federation, henceforth referred to as the "Contracting Parties",

With the desire to create favourable conditions for the investment of investors of one of the Contracting Parties in the territory of the other Contracting Party;

Recognizing that the promotion and mutual protection of capital investments on the basis of this Convention will contribute to the development of mutually advantageous economic-commercial and scientific-technical cooperation,

They agreed on the following:

ARTICLE 1

Definitions

For the purposes of this Convention:

1. The term "investor" designates in relation to each Contracting Party:

(a) Any natural person possessing the nationality of one of the Contracting Parties and empowers, in accordance with the current legislation of that Contracting Party, to make investments in the territory of the other Contracting Party.

(b) Any legal person, constituted in accordance with the laws and regulations of a Contracting Party and has its headquarters, as well as its effective economic activities in the territory of that Contracting Party.

2. The term "investment" designates, in accordance with the current legislation of the Contracting Party in whose territory the investment was made, any kind of property that the investor of a Contracting Party invests in the territory of the other Contracting Party, in accordance with the law of the latter, among them.

(a) movable and immovable property and its corresponding real rights;

(b) actions and other forms of participation in business and business enterprises;

(c) credit titles and other monetary assets directly linked to an investment and aimed at creating economic assets;

(d) exclusive intellectual property rights, including industrial property rights, copyright, trademarks and services, patents, industrial designs, commercial names, as well as technology and "know-how";

(e) Rights to carry out the economic and commercial activity granted on the basis of law or contract, including, in particular, those related to the exploration, development, extraction and exploitation of natural resources.

No change in the way assets are invested or reinvested will affect the nature of investments on the condition that such a modification does not contradict the laws of Contracting Parties in the territory of which investments will be made.

3. The term "gains" designates the sums obtained from an investment, as defined in point (2) of this Article, and includes, in particular: the benefits, dividends, interests, remuneration for license, royalties and other remunerations.

4. The term "territory" designates the territory of the Argentine Republic or the territory of the Russian Federation, including the territorial sea, as well as the exclusive economic zone and continental shelf on which they exercise sovereign rights or jurisdiction in accordance with international law.

5. The term "legislation of the Contracting Party" designates the laws of the Contracting Party in relation to both Contracting Parties.

ARTICLE 2

Investment Promotion and Protection

1. Each Contracting Party shall promote investments by investors of the other Contracting Party and shall admit such investments within its territory in accordance with its legislation.

2. Each Contracting Party shall, in accordance with its legislation, ensure full protection of investments made by investors of the other Contracting Party.

ARTICLE 3

Investment treatment

1. Each Contracting Party shall grant in its territory the investments made by investors of the other Contracting Party and the activities related to such investments a fair and equitable treatment and shall not hinder with discriminatory measures its management, administration, maintenance, use, enjoyment or provision.

2. The treatment referred to in point (1) of this Article shall be no less favourable than that accorded to investments and activities related to such investments, to their own national investors or to investors of any third State.

3. The treatment of the most-favoured-nation given under item (2) of this Article shall not be applied to the preferences that each Contracting Party grants or grants in the future:

(a) By virtue of their participation in a free trade, customs union or economic zone;

(b) Under the conventions between the Russian Federation and the States formerly part of the Union of Soviet Socialist Republics;

(c) Under the agreements signed by the Argentine Republic with the Italian Republic (Treaty for the Creation of a Particular Associated Relationship of 10 December 1987) and with the Kingdom of Spain (of 3 June 1988);

(d) Under the conventions to avoid double taxation or any other tax convention;

ARTICLE 4

Essential staff

1. A Contracting Party in accordance with its laws and regulations relating to the entry and stay of non-citizens shall permit individuals who are investors of the other Contracting Party and staff employed by the legal persons of that Contracting Party to enter and remain in its territory to engage in investment-related activities.

2. A Contracting Party shall, in accordance with its laws and regulations, allow investors of the other Contracting Party that have made investments in the territory of the first Contracting Party to employ within its territory technical and administrative personnel of its choice without taking into account its nationality.

ARTICLE 5

Accessibility of laws

Each Contracting Party ensures the transparency and accessibility of its legislation regarding investments made by investors of the other Contracting Party in its territory in order to contribute to its understanding.

ARTICLE 6

Expropriation

1. None of the Contracting Parties shall take measures of nationalization or expropriation or any other measure which has the same effect, against investments in their territory and which belong to investors of the other Contracting Party, unless such measures are taken for reasons of public utility, on a non-discriminatory basis and under due process of law. The measures shall be accompanied by provisions for the payment of prompt, adequate and effective compensation.

2. The amount of such compensation shall correspond to the market value that the expropriated investment had immediately prior to expropriation or before the impending expropriation was made public, shall include interest from the date of expropriation to the date of payment to a normal commercial rate in the territory of the Contracting Party where the investment was made, shall be paid without delay and shall be effectively realizable and freely transferable.

ARTICLE 7

Compensation for losses

Investors of a Contracting Party, who suffered losses in their investments in the territory of the other Contracting Party, due to war or other armed conflict, revolt, insurrection, riot or state of national emergency, shall receive, in respect of restitution, compensation, compensation or other restitution, treatment no less favourable than that accorded to their own investors or to investors of a third State.

ARTICLE 8

Transfers

1. Each Contracting Party shall grant investors of the other Contracting Party the unrestricted transfer of all foreign payments related to investments, once all tax commitments have been fulfilled, and in particular, but not exclusively:

(a) initial capital and additional amounts required for the maintenance and expansion of investments,

(b) such gains as are defined in paragraph (3) of Article I of this Convention;

(c) Reimbursement funds for investment-related loans;

(d) the production of the total or partial sale or settlement of an investment;

(e) The compensation provided for in Articles 6 and 7 of the present Convention;

(f) salaries and other remuneration of nationals and essential staff of a Contracting Party that have obtained authorization to work on an investment in the territory of the other Contracting Party.

2. Transfers shall be made without delay, in freely convertible currency, to the normal exchange rate applicable to the date of the transfer, in accordance with the procedures established by the Contracting Party in whose territory the investment was made.

ARTICLE 9

Subrogation

A Contracting Party or an agency designated by it, having made a payment to the investor under a guarantee issued against non-commercial risks in relation to an investment in the territory of the other Contracting Party, shall, under the subrogation, be authorized to exercise the rights of the investor with the same scope as the investor. Such rights shall be exercised in accordance with the laws of the latter Contracting Party.

ARTICLE 10

Dispute Settlement between a Contracting Party and the Investor of the other Contracting Party

1. In the event of any dispute between one of the Contracting Parties and an investor of the other Contracting Party arising in relation to investments, including disputes relating to the amount, conditions or procedures for payment of compensations, in accordance with Articles (6) and (7) of this Convention, or procedures for transfer of payments provided for in Article (8) of this Convention, the detailed comments addressed by the investor to the Contracting Party shall be notified in writing. The parties to the dispute shall seek to resolve such a dispute to the extent possible through consultations and negotiations.

2. If in such a way the dispute could not have been settled within six months from the time it had been notified in writing in accordance with the provisions of paragraph (1) of this Article, the dispute may be subject to the choice of the investor:

(a) the competent court or the arbitration system of the Contracting Party in whose territory the investment has been made; or

(b) the "ad hoc" arbitration tribunal established in accordance with the rules of arbitration of the United Nations Commission on International Trade Law (C.N.U.D.M.I.); or

(c) Any arbitral tribunal of one of the International Chambers of Commerce, to have the consent of both parties in dispute.

3. Arbitral decisions shall be final and binding on both parties to the dispute. Each Contracting Party undertakes to ensure compliance with that decision in accordance with its legislation.

ARTICLE 11

Dispute Settlement between Contracting Parties

1. Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement shall be resolved to the extent possible by negotiations channelled through diplomatic channels.

2. If the dispute cannot be settled in this manner within six months of the commencement of the negotiations, it shall be submitted, at the request of any Contracting Party, for consideration by an Arbitral Tribunal.

3. The Arbitral Tribunal for each case shall be constituted as follows: within two months from the date of notification of the request for arbitration, each Contracting Party shall designate an arbitrator. These two arbitrators, within one month of their appointment, shall elect a third member, who shall be a national of a third State, with which both Contracting Parties shall maintain diplomatic relations, who shall preside over the Tribunal. The appointment of the President shall be approved by the Contracting Parties.

4. If the deadlines provided for in paragraph 3 of this Article for the appointment of arbitrators were not observed and in the absence of other agreements, any Contracting Party may address the President of the International Court of Justice with the request to proceed with the appointments. If the President of the International Court of Justice is a national of one of the Contracting Parties or, for whatever reason, the President of the International Court of Justice shall be prevented from complying with that request, the Vice-President of the International Court of Justice shall be proposed to make the necessary appointments. If the Vice-President of the International Court of Justice was a national of one of the Contracting Parties or if he was also prevented from complying with that request, the member of the International Court of Justice shall be proposed to follow him immediately in the order of precedence and not a national of one of the Contracting Parties, to proceed with the appointments.

5. The Arbitral Tribunal will take its decision by a majority vote. This decision shall be final and binding on Contracting Parties. Each Contracting Party shall bear the costs related to the activity of its designated arbitrator and its representation in the arbitral proceedings. The costs related to the activity of the President as well as the other costs shall be borne by the Contracting Parties equally.

6. The Arbitral Tribunal shall independently determine its own procedural rules.

ARTICLE 12

Consultations

The Contracting Parties shall, at the request of any Contracting Party, consult on matters relating to the interpretation and application of this Convention.

ARTICLE 13

Implementation of the Convention

This Convention applies to all investments made by investors of a Contracting Party in the territory of the other Contracting Party as of 1 January 1987.

The provisions of this Convention shall apply in respect of the controvecies referred to in Articles 10 and 11 of the Convention since the day of its entry into force.

ARTICLE 14

Entry into force, amendments and deadline for the Convention

1. Each Contracting Party shall notify the other Contracting Party in writing of compliance with the procedures required by its legislation necessary for the entry into force of this Convention. This Convention shall enter into force on the date of the last of the two notifications.

2. This Convention shall remain in force for a period of ten years. Subsequently, it shall remain in force until the expiry of twelve months from the date on which one of the Contracting Parties notifies the other in writing its intention to terminate the Convention.

3. The present Convention may include amendments of common agreement between Contracting Parties. Any modification shall enter into force after each Contracting Party notifys in writing the other Contracting Party of compliance with the procedures required by its legislation, necessary for the entry into force of such amendments.

4. With respect to investments made prior to the date of termination of the present Convention and which are covered by the Convention, the provisions of articles 1 to 13 shall continue to be in force for an additional period of ten years from the date of termination of its validity.

Made in Moscow on 25 June 1998 in two originals in the Spanish and Russian languages, both texts being equally valid.

PROTOCOL

In the process of signing the Agreement between the Government of the Argentine Republic and the Government of the Russian Federation on the Promotion and Reciprocal Protection of Investment (hereinafter referred to as "the Convention"), the undersigned agreed on the following provisions, which are an integral part of the Convention:

1. With regard to item 1 (a), Article 1:

The provisions of the Convention shall not apply to investments made by the natural persons, nationals of the Russian Federation, in the territory of the Argentine Republic, if such persons, at the date of the investment, have been domiciled for a period of more than two years in the territory of the latter, unless it is proved that the investment was admitted in its territory from abroad.

2. With reference to Article 3:

The Russian Federation reserves the right to identify areas of activities and sectors of the economy, where the activity of foreign investors will be excluded or restricted.

Made in Moscow on 25 June 1998 in two originals in the Spanish and Russian languages, both texts being equally valid.