Expertise/Russia–China Practice
Service
Products from China are sold to Russian buyers directly or through a partner, or the Chinese company sets up its own structure in Russia, from a warehouse to a production facility.
We are most often instructed by:
The information on this website is provided for information purposes only and does not constitute a public offer.
Timing and fees are indicative and are confirmed when the engagement is agreed.
Options for entering the Russian market fall into two types, and the set of documents and functions in Russia depends on the choice.
When selling without its own structure in Russia, the company sells products from China to Russian buyers directly or through a Russian partner. The following are determined: the seller and the importer, the allocation of obligations for customs clearance and conformity assessment, payments, liability to the buyer for quality and under the warranty, and terms that preserve control over prices and sales channels.
When selling through its own structure, the company sets up its own legal entity, warehouse, service unit, assembly or production in Russia. The following are determined: the functions in Russia and how they are to be expanded, the allocation of operations and results between the head office and the Russian company, payments between them and the requirements for local production.
The outcome of the service is the work performed within the scope agreed with the client.
Acting for the Chinese company
Challenge
A Chinese and a Russian partner were setting up a joint venture, and they had different legal traditions, expectations regarding management and views on the allocation of control.
What was done
The Chinese company was advised on the ownership structure, the management and exit mechanics, and the alignment of the parties' interests under Chinese and Russian law. The venture was launched on the agreed terms.
Parent company due diligence
Challenge
A Russian buyer was acquiring a Russian company whose parent was a Chinese company. Closing the transaction required due diligence of the Chinese parent company and its connection with the asset being sold.
What was done
Legal due diligence of the Chinese parent company was carried out, covering the group's corporate structure, the chain of ownership of the Russian subsidiary and the legal risks at the intersection of Chinese and Russian law. The acquisition of the Russian company went ahead with a legal picture that was clear to the parties.
Legal due diligence
Challenge
Independent legal due diligence of a Chinese company was required, covering its corporate structure and legal status at the intersection of Chinese and international law.
What was done
An opinion was prepared on the corporate structure, the chain of ownership and the related legal risks. The client obtained a clear legal picture for its further decisions.
Contract review
Challenge
Contracts for the international sale of goods between China and Russia carry risks of divergence in the governing law, delivery terms and dispute resolution mechanisms. Such contracts were reviewed on behalf of the Chinese company.
What was done
The governing law, delivery terms (Incoterms), currency and tax aspects and the dispute resolution procedure were analysed. The risks were identified and eliminated before signing.
Not in all cases: some models work without a company in Russia, through direct sales or through a Russian partner. A legal entity in Russia is, as a rule, required for sales to consumers, warehousing, installation and servicing and certain conformity assessment procedures, and in many cases also for participation in tenders. The question of setting up a company in Russia is decided together with the choice of sales model.
A partner reduces the functions that need to be performed in Russia and speeds up the launch, but limits control over prices, channels and product positioning. The relationship with the partner is documented in an agency or distribution agreement, or a combination of the two. The company's own sales give it control and require its own structure in Russia, staff and administration. Intermediate options are possible: an intermediary, working through a partner with a subsequent move to the company's own structure, or splitting channels.
This is determined by the model and the documents: the obligations may rest with the Chinese manufacturer, the Russian importer or the partner, and in sales to consumers they are broader. The allocation of liability, the handling of buyers' claims and warranty service are agreed when the documents are prepared.
Payment processing is treated as a separate risk of the model. The documents include a notification procedure, time limits, the right to suspend shipments, alternative payment terms and the allocation of the resulting costs.
Before sales begin and before products are passed to partners: trademark registration determines whether the designation can be protected and the sales channels controlled. Protecting rights once similar designations or unauthorized imports have appeared costs considerably more. At the same time, the terms on which partners may use the designations and on which such use ends are determined.
Yes. The model sets out the steps: sales from China, then a warehouse and service, then assembly or production. The terms of the transition are agreed in advance, including what happens to the arrangements with the partner and the transfer of technical documentation.
An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.
Describe your matter and the circumstances in which it arose. The consultation establishes the possible structure of the work and the scope of legal support required.
