01
The legal vehicle follows project economics
We first map each partner’s contribution, revenue source, IP, people, licences, funding and investment horizon. An LLC suits a closed ownership group; a JSC supports more complex capital structures; a contractual JV can coordinate a project without placing every asset into one company.
- LLC
- Flexible private governance, with notarial and registry mechanics for interest transfers.
- Non-public JSC
- Share register and a more developed corporate infrastructure.
- Contractual JV
- Coordination without a single jointly owned vehicle.
- HoldCo
- Cross-border structures require separate tax, CFC, sanctions and regulatory review.
02
A shareholders’ agreement supplements, but does not replace, the charter
Article 67.2 of the Civil Code allows agreed voting, coordinated management and acquisition or disposal of shares. It cannot itself alter the structure or competence of corporate bodies, so the charter and corporate resolutions must implement the relevant architecture.
03
The governance matrix must answer daily questions
Allocate powers among the shareholders, board, CEO and committees. For each body define composition, quorum, majority, notice, papers, remote attendance, minutes and replacement of nominees.
04
Reserved matters protect the investment without freezing the business
Enhanced approval commonly covers capital and charter changes, major debt, asset transactions, dividends, new business lines, related parties, material contracts, settlements and key appointments. Monetary thresholds and budget exceptions prevent a veto over ordinary operations.
- Strategy
- Business model, territory and material change of activity.
- Capital
- New shares, convertible instruments and buy-backs.
- Assets
- Acquisition, security or disposal above a threshold.
- Control
- CEO, auditor, bank mandates and related parties.
05
The business plan and budget are the JV’s operating constitution
Set the annual approval cycle, permitted variances, emergency spend and fallback if no new budget is approved. Reporting should expose cash flow, debt, KPIs, tax, material contracts and deviations.
06
Funding is designed together with refusal consequences
Separate mandatory contributions, capital increases, shareholder loans and external finance. Agree limits, currency, interest, security, priority, dilution and funding-default remedies: cure period, substitute funding, priority return, call option or sale.
07
Minority protection combines veto, information and exit
Blocking rights alone are insufficient. Effective protection includes board representation, timely reporting, document access, pre-emption against dilution, tag-along, related-party controls and a workable sale route.
08
Conflicts of interest need a dedicated process
An interested partner or affiliate discloses the interest, abstains and supports arm’s-length terms. Procurement, loans, IP licensing and management services may require competing quotations, valuation or approval by disinterested directors.
09
Deadlock needs a ladder, not a single button
Escalate from the project team to partner principals and, for technical issues, an expert. Fundamental deadlock may trigger buy-sell, put/call, controlled business sale or liquidation. The trigger must distinguish a true deadlock from ordinary disagreement.
- Escalation
- Deadlines and decision-makers able to change position.
- Expert
- Only technical, accounting or valuation issues.
- Buy-sell
- Pricing and funding evidence deter tactical bids.
- Sale process
- Independent adviser, market process and agreed waterfall.
10
An option must work beyond the drafting
Articles 429.2 and 429.3 provide distinct routes: an irrevocable offer for a future contract and a right to demand performance under an existing option agreement. Russian LLC interests also require notarial form, precise offer and acceptance, price mechanics, approvals and registration steps.
11
Transfer restrictions must form one coherent system
Lock-up, pre-emption, permitted transfers, tag and drag should align across the SHA, charter and statute. Address pledges, indirect change of control, affiliate transfers, accession by a new shareholder and breach consequences.
12
Exit starts with price and an executable route
For each exit scenario agree the pricing formula, valuer, discount or premium, settlement, security, seller warranties and closing timetable. Different checks may apply to a partner, affiliate or third-party buyer.
13
The forum must reflect the corporate nature of claims
Address governing law, arbitrability of corporate disputes, institution, seat, language, confidentiality, interim relief and service. Expert determination of a price input should remain separate from a contractual breach dispute.
14
JV design starter pack
Term sheet; ownership model; contributions and IP; licences; business plan; governance matrix; reserved matters; funding model; default rules; transfer restrictions; deadlock; options; exit; governing law; disputes; tax and regulatory analysis.