Legal security of IT business in the CIS
“War is an integral part of competition ...”, Karl von Clausewitz
I have been interested in legal protection of business for quite a long time, because I conduct business in the CIS, where it is impossible to work without it! Over the past 8 years of work, I have collected quite a few recipes for protection, I have learned many sad stories of unprotected businesses and put it into a rather interesting scheme of work. Today I want to share this information with everyone, because I really love justice and I don’t like meek comrades, who today often take away something, throw, hit something, etc.
Now I live in Ukraine and I am more familiar with Ukrainian legislation, but for other CIS countries, the rules of doing business are exactly the same, the general scheme is identical, only the nuances and numbers of laws differ. Those who see the differences for the Russian Federation and other CIS countries - I invite in the comments to the article.
')
So, below on points I will describe how to protect your business, and what risks exist today, and at the end, as a bonus, I will describe how businesses are being taken down and destroyed, as well as methods of protection against these schemes.
First you need to understand the specifics of doing business in Russia, Ukraine and other CIS countries. It so happened that not all citizens of our countries love to work, there are those who simply select the work of others. In the 90s, the first businessmen came and took by force what they managed to make their own labor, today the same people come and take away the fruits of the labors of others, only by other means - “legal”. Our laws are very far from perfect, they can be manipulated, and if you have money and connections, you can get around them.
It does not matter at all who these people are and what their motives are, it is important to protect oneself from them.
Imagine that there is a spherical company in a vacuum, which, for some external features, and usually due to its fame, has attracted such people. The first step they will take is to start collecting information, first of all, about how much money there is. To do this, it is enough to have acquaintances in the tax inspection and know the legal. the person through whom the company works. Jur. it is not very difficult to find out a person, it’s enough to pretend to be a client and ask for a contract, any sales manager will gladly send it. Then the "call a friend" in the tax will show the turnovers over the past 3 years, their growth, customers and the amount of payments from them, will issue the official owners and associated legal entities. Persons that these owners can own in parallel. Further "call a friend" to the police will give information about relatives. The next step is to find out what property the legal entity has. individuals, founders, their relatives, etc.
Just a few days of work and a few calls will give a rather detailed picture for deciding whether this company is interesting to them or not. Naturally, all this is illegal, but no one will prove it, the owners of the company they want to take will not even know about it.
How to protect yourself?
Make it easy. Ideally, keep earned money and property abroad, and divide financial flows in one’s own country to different places with unrelated owners, who cannot be reached by secret verification, which at least makes it difficult to get the full picture. If you need to own something in your country, you can create a company in another country that does not give out information on ownership to foreign countries and register property rights to real estate on it. Thus, you own a foreign company, and she owns the property, i.e. you are the owner, but nobody knows about it in your country. However, this scheme has two drawbacks at once: first, the value of the business instantly drops, in case you want to sell it once, because a good investor in the local market will also check you before you buy and not see a part of the business assets; secondly, when registering property for a foreign company, you will automatically obey foreign laws. And among other things - it is quite expensive, affordable only for medium and large businesses.
Any commercial activity must be registered at the state level, and taxes must be paid from it. We will not touch taxes in this article, we have a very complicated taxation system, and accordingly this topic is worthy of a separate article.
First you need to outline your own ambitions, target markets, sold products, etc. All this is important for the choice of registration form.
From the region of activity will depend on the region of registration of commercial activity. For the local market - local registration, for the international - registration in a country with low taxation. There are two important points to keep in mind: 1. Depending on the region of registration, you will obey local laws, i.e. legal face in Russia and jur. The face in the UK are two completely different things from the point of view of the law. 2. You need to take care not only about yourself (from this point of view, registration is clearly not in Russia or Ukraine), but also about future customers who may need to sign an agreement with you and who prefer a local company and a local agreement.
If we choose a region, then we need to choose the form of ownership. For the local market, a limited liability company (LLC) is best suited, the owner of which, in case of trouble, bears responsibility only within the framework of the constituent fee, i.e. roughly speaking, if on jur. the person will impose a fine, the owner is not obliged to give his apartment for it. In other countries, everything will depend on their legislation: in general, a fairly common form Ltd is an analogue of our LLC, but you need to select for specific purposes. For our local companies, it is important to work with local entrepreneurs for many reasons: first, local activities apply to such activities, which means they understand the legislation, and second, you do not need to transfer money across the border, there is a whole bunch of difficulties (international agreement, foreign exchange) regulation, special taxation, etc.).
In addition to jur. individuals there is a simpler form of registration: a private individual entrepreneur (SPD, IP). It is suitable for small businesses. It has both pluses: it is impossible to pick up, simplified and low taxation, etc., and minuses: there is a limit to the annual turnover, many large companies do not work with this form, a person bears personal financial responsibility.
In the CIS countries there are many possible troubles related to the legal registration of economic activity.
The first threat is ... partners. Suppose you do not start a business yourself or in the process of attracting an investor who sells the company's share, and he becomes a co-founder. It does not matter what his share, even 0.1%. By law, all disputes are resolved in the economic court. Your partner may file a village court in the outback of the country to invalidate you a co-founder (participant, shareholder, etc., depending on the form of ownership), this court acknowledges that yes, you are an invalid owner, although you own 99, 9% of the company, on the day of the court decision, your “partner” sells 100% of the company to the 3rd party, and the 3rd party sells it further. Even if the next day you somehow push through the appeal and the higher court recognizes the past decision as illegal, you no longer have the company, it has already been sold several times and God knows who owns it.
The second threat is to get under the guise of a "partner" of an ill-wisher who will interfere with the work of the company or push through the right people into the leadership. Ways enough.
The third threat is to receive checks or penalties for a non-existent offense immediately. For example, the tax inspectorate can blame any legal. A person is in non-payment of taxes on any amount without any reason. Let us recall last year’s history of Ukraine’s largest online store, Rozetka.ua, when one day the tax police came to them and accused them of tax evasion.
How to protect yourself?
Once I met a joke: “The first rule of doing business in Russia is not to do business in Russia,” this is a joke with a great deal of truth. Ideally, you need to register jur. a person in another country with normal working laws and work through it. If you need a local legal. a person who should be opened on behalf of a foreign company and choose a form of ownership - LLC, so jur. the face will belong to a foreign company, and potential raiders are unlikely to want to go to another country to rewrite it for themselves, not a few such smart comrades are sitting in foreign prisons. So, the company Yandex is registered in the Netherlands as Yandex NV , and already it owns all the property in Russia and other countries.
In addition, you should not allow unfamiliar people as founders, ideally being the only owner. And if they decided to make someone a co-founder, to prescribe all the necessary conditions in the company's charter, for example, that without the consent of all the co-founders no one has the right to sell their stake.
Any illegal actions of state authorities need to be challenged in court, and the main answer must be given to the responsible person who directly carried out these illegal actions: you must make sure that he is dismissed or a criminal case is initiated, you can save your fellow entrepreneurs from such actions.
Certificate of registration jur. persons (Ukraine):
Certificate of Registration SPD (Ukraine):
In our countries, intellectual property is not highly respected and not strongly protected. I, as a person working in the field of intellectual work, have a negative attitude to this. For example, you create something valuable in order to earn money, and then people come in and bypass the rules and take it away for free or even need to pay for your own work! If they take a material thing, this is called stealing, and if they take an object of intellectual right, it is called use. Similarly, in our laws. But for IT, intellectual property is the most valuable property, much more valuable than material property. With our mentality, not everyone understands this, or rather they do not want to understand. Hence, many do not defend themselves in this area, and politicians are not very actively engaged in improving the laws on the protection of intellectual property.
The first thing that detractors can do is steal someone else's brand, a certain name and visual image of your company or product. It does not matter that you will have a legal. face - Horns and Hoofs LLC, anyone can register the Horns and Hoofs trademark and create problems for you. There is a whole category of such intruders - patent trolls. They deliberately seek out companies and products that do not have trademarks, register them and then offer to buy out these trademarks to their creators.
In addition to trademarks, there are still rights to the results of work (program code, interface, principle of operation, etc.), for these objects intellectual property rights are registered separately, and for this there is a special procedure for state registration.
According to our laws, the creator of an object of intellectual property is the person who invented and realized this object. The best proof of this is the publication of this object, which can be confirmed with a specific date. However, if you do not register these rights in time and do not receive an official certificate, problems may arise with those who will do it for you. Under the law, the use of an intellectual property object for commercial purposes with financial damage to its owner is a criminal offense, which provides for imprisonment. And although this fact will still need to be proved in court, it is better if the creator will sue the attacker, and not vice versa.
Trademarks and rights to the results of your work - this is not all the danger that lurks you. If you have a client business (IT services to order), then the customers themselves are still dangerous. For example, when creating a website, a client can give you a photo and ask to place it on the website, but the photo is also an object of intellectual property, and perhaps the author who has not been paid for using the photo will see it. In this case, the author of the photo in the right to sue the site owner, and he, in turn, can easily transfer his guilt to the developer, if the site development contract did not state that the customer is responsible, and there is no documentary evidence that the client demanded the unlawful use of someone else's intellectual property. The photo in the example can be replaced by many other intellectual property objects that the client transfers or the developer himself downloads from the Internet.
How to protect yourself?
First you need to register a trademark. The exact name of the company or product is registered in Latin and Cyrillic writing + visual image (logo) of this trademark. Like everything else in our country, this is a very complicated bureaucratic procedure, so it is better to entrust the mediator. After registration, a certificate of state. sample, it is a very useful piece of paper that can be used to protect themselves in many situations. A trademark must be registered for each country separately; therefore, an international trademark can be made on the basis of a local trademark by adding all countries in which commercial activities are conducted or planned. Each trademark has classes of goods and services to which it belongs. Roughly speaking, in one country there can legally exist two companies with the same name, but with different products, so do not be lazy: it is better to register all classes at once, so that the attackers could not use your name.
Trademark (Ukraine):
The second is to register copyrights for all the results of the work. This is especially true of those works that will be replicated. So you can protect yourself from illegal copying of the product.
The third is to enter into contracts for all works related to the creation of objects of intellectual property, this will be a confirmation that any such object remains the property of the creator until full repayment of financial obligations under the contract. In addition, if the customer submits any intellectual property to the contractor, the contract should state that in the event of a claim by the 3rd party on the issue of the illegal use of intellectual property transferred by the customer, the contractor is not responsible.
Not only competitors, but even their own employees can pose a threat to business. Almost all companies have important commercial information that is not disclosed to the public, because it can be used against the company. Such information may include the company's customers, databases, technology, etc. The weakest link for information security has always been and will remain people. There are a lot of options: he accidentally told a friend over a glass of beer, stole it for personal gain, forgot to block access or thousands more.
How to protect yourself?
There are many forms of protection, in the article I will discuss only one of the options for legal protection. With each employee of the company you need to conclude an agreement on non-disclosure of confidential information in which to prescribe what exactly is a commercial secret, and what responsibility the employee bears for its disclosure.
Strangely enough, in our legislation this subject of law is not well-written, and therefore it is simply impossible to protect oneself from nondisclosure on 100%. For this reason, the contract will not be superfluous, but at the same time it does not give the entrepreneur a full guarantee.
Information is the greatest value for any IT company, therefore, it should be stored very carefully. In recent years, cases of server confiscation and termination of domain delegation have become more frequent in our countries. At the same time, several public authorities are entitled to come with a check and pick up a server for expertise, which can take many months or even years. The server can be confiscated both for the purpose of legal verification, and upon the “order” of a competitor. In any case, it is fraught with big problems for business. The same with domains, they can simply stop delegating to the rightful owner. Everyone remembers the loud story with Torrents.ru , when the domain was taken from this company.
How to protect yourself?
It's all quite simple: register domains in international domain zones with foreign registrars, and keep the server in other countries. For users, there is almost no external difference, but it’s quiet at heart. The only disadvantage is that the servers in another country are subject to the laws of this country, so you need to have backups in at least one more country.
There are a lot of schemes now, I don’t cover them all, but I’ll tell you about a few common ones.
Capture using the pressure of the authorities
The scheme is now very common in Ukraine. There is a successful company, at some point they come to it and offer to sell the business at a lower price, which the owner most often refuses. The next day, checks and pressure from all who can do it begin: tax, police, prosecutor's office, sanstantion, firemen, etc. Each of these bodies has the legal right to cause significant damage to the business, only the tax authorities can arrange “show masks” and impose fines, which will have to be challenged in court, which in turn can also be subordinated to those people who are taking over. Moreover, there is no international economic court, by analogy with the human rights court, all court cases in the field of economic law do not extend beyond the borders of the country. Thus, the owner is forced to sell the business or part of it at any price.
How to protect yourself?
Almost nothing. The only chance is to be a foreign company or have a legal entity here. a person who belongs to a foreign company and the country in which it is registered does not give out information about the owners, then during preliminary exploration local raiders will not be able to find out who is the owner, they will not know who to run into and perhaps decide to find a more accessible one prey In addition, it is necessary to have connections with the media and immediately connect the media and the public at the first sign of a collision. But this is not 100% protection, it is just the complication of life for raiders. I can only protect myself from this scheme 100% through a foreign company, without a local legal entity. faces.
Capture using personal pressure
Also a very common scheme in Ukraine. People come to the owner and directly say: Give us the company or we will take everything from you. In case of refusal, criminal cases, searches, unsubstantiated accusations, etc. begin. Basically, personally by the owner and his family.
How to protect yourself?
Almost nothing. You can have a second citizenship, which is basically illegal in our country, but, nevertheless, almost all the deputies and ministers have it, oddly enough. So when driving, you can leave the country and return when the dust settles. In addition, you can stay and "take the fight", but in this case it is worth stocking up money on bribes (raiders do not come without money and therefore can buy the necessary decisions of state bodies, courts, etc., hence the defending party will have to do it depending on the desire and moral principles) and a large stock of nerves. All checks, charges, etc. be sure to fix, have a lawyer, know the laws.
Capture by co-founders
Any co-founder is always a danger, especially if you do not know him. So, the co-founder can sue, usually it is done where he has connections, which can be recognized as the legal founder of only one person, and the rest illegal. Then comes the sale of the company to the new owner, who in turn resells it again, so that after, even if the sale and purchase transaction is recognized illegal, no one could return the property. New owner appoints new director. Then either they come to the company “masks of the show” and by force take away the seal and all documents from the old, unsuspecting owners, or report a loss of the seal and produce a new one, and with it all documents are redone. The scheme seems to be illegal, but it works in our legal system. To illustrate the complexity of this process, googled an interesting story , true and not related to IT, but a similar scheme.
How to protect yourself?
Do not let absolutely anyone, even well-known people, be part of the founders, because they can sell their share to any stranger if he offers good money. If, however, there is a co-founder, you need to make sure that he does not sell his part without the consent of other owners to someone. In the event that a raider seizure began, you need to connect the prosecutor's office, the police and the courts, and the protection scheme will depend on the attack pattern.
White Raiders
Do not let anyone in the co-founders, and if you need to let in (for example, an investor), you should make sure of his decency and observe all agreements yourself.
The scheme is similar to the past, only more civilized. Someone buys a small part of the company and begins to interfere with normal operation, because has certain legal rights as a co-owner, while at the same time blackmailing for a sale.
How to protect yourself?
There are other less popular schemes. For those interested in google and wikipedia help.
Protecting business is an absolute necessity in the CIS countries, and it must be priced right away at once. This is not a question that can be neglected.
The general protection scheme is as follows:
Even having done all this, have ways to go abroad.
And the most important thing is to close all vital business processes on the owner, thus, business can be transferred only voluntarily.
Here is the whole scheme. If you like the article, I can still write about the schemes of legal tax minimization and protection against inspections.
PS In the example I have indicated Ukrainian documents, I will be grateful if someone from the readers throws the same Russian, Belarusian and Kazakh ones for the full picture, I will post them in the article.
The original is here: http://seclgroup.ru/article-juridicheskaja-zaschita-IT-biznesa.html
Author:
Nikita Semenov ( Facebook , VK , LinkedIn )
Owner
Law firm Taxov
I have been interested in legal protection of business for quite a long time, because I conduct business in the CIS, where it is impossible to work without it! Over the past 8 years of work, I have collected quite a few recipes for protection, I have learned many sad stories of unprotected businesses and put it into a rather interesting scheme of work. Today I want to share this information with everyone, because I really love justice and I don’t like meek comrades, who today often take away something, throw, hit something, etc.
Now I live in Ukraine and I am more familiar with Ukrainian legislation, but for other CIS countries, the rules of doing business are exactly the same, the general scheme is identical, only the nuances and numbers of laws differ. Those who see the differences for the Russian Federation and other CIS countries - I invite in the comments to the article.
')
So, below on points I will describe how to protect your business, and what risks exist today, and at the end, as a bonus, I will describe how businesses are being taken down and destroyed, as well as methods of protection against these schemes.
Who, why and how?
First you need to understand the specifics of doing business in Russia, Ukraine and other CIS countries. It so happened that not all citizens of our countries love to work, there are those who simply select the work of others. In the 90s, the first businessmen came and took by force what they managed to make their own labor, today the same people come and take away the fruits of the labors of others, only by other means - “legal”. Our laws are very far from perfect, they can be manipulated, and if you have money and connections, you can get around them.
It does not matter at all who these people are and what their motives are, it is important to protect oneself from them.
Imagine that there is a spherical company in a vacuum, which, for some external features, and usually due to its fame, has attracted such people. The first step they will take is to start collecting information, first of all, about how much money there is. To do this, it is enough to have acquaintances in the tax inspection and know the legal. the person through whom the company works. Jur. it is not very difficult to find out a person, it’s enough to pretend to be a client and ask for a contract, any sales manager will gladly send it. Then the "call a friend" in the tax will show the turnovers over the past 3 years, their growth, customers and the amount of payments from them, will issue the official owners and associated legal entities. Persons that these owners can own in parallel. Further "call a friend" to the police will give information about relatives. The next step is to find out what property the legal entity has. individuals, founders, their relatives, etc.
Just a few days of work and a few calls will give a rather detailed picture for deciding whether this company is interesting to them or not. Naturally, all this is illegal, but no one will prove it, the owners of the company they want to take will not even know about it.
How to protect yourself?
Make it easy. Ideally, keep earned money and property abroad, and divide financial flows in one’s own country to different places with unrelated owners, who cannot be reached by secret verification, which at least makes it difficult to get the full picture. If you need to own something in your country, you can create a company in another country that does not give out information on ownership to foreign countries and register property rights to real estate on it. Thus, you own a foreign company, and she owns the property, i.e. you are the owner, but nobody knows about it in your country. However, this scheme has two drawbacks at once: first, the value of the business instantly drops, in case you want to sell it once, because a good investor in the local market will also check you before you buy and not see a part of the business assets; secondly, when registering property for a foreign company, you will automatically obey foreign laws. And among other things - it is quite expensive, affordable only for medium and large businesses.
Jur. Persons, LDS, Ltd and other scary words
Any commercial activity must be registered at the state level, and taxes must be paid from it. We will not touch taxes in this article, we have a very complicated taxation system, and accordingly this topic is worthy of a separate article.
First you need to outline your own ambitions, target markets, sold products, etc. All this is important for the choice of registration form.
From the region of activity will depend on the region of registration of commercial activity. For the local market - local registration, for the international - registration in a country with low taxation. There are two important points to keep in mind: 1. Depending on the region of registration, you will obey local laws, i.e. legal face in Russia and jur. The face in the UK are two completely different things from the point of view of the law. 2. You need to take care not only about yourself (from this point of view, registration is clearly not in Russia or Ukraine), but also about future customers who may need to sign an agreement with you and who prefer a local company and a local agreement.
If we choose a region, then we need to choose the form of ownership. For the local market, a limited liability company (LLC) is best suited, the owner of which, in case of trouble, bears responsibility only within the framework of the constituent fee, i.e. roughly speaking, if on jur. the person will impose a fine, the owner is not obliged to give his apartment for it. In other countries, everything will depend on their legislation: in general, a fairly common form Ltd is an analogue of our LLC, but you need to select for specific purposes. For our local companies, it is important to work with local entrepreneurs for many reasons: first, local activities apply to such activities, which means they understand the legislation, and second, you do not need to transfer money across the border, there is a whole bunch of difficulties (international agreement, foreign exchange) regulation, special taxation, etc.).
In addition to jur. individuals there is a simpler form of registration: a private individual entrepreneur (SPD, IP). It is suitable for small businesses. It has both pluses: it is impossible to pick up, simplified and low taxation, etc., and minuses: there is a limit to the annual turnover, many large companies do not work with this form, a person bears personal financial responsibility.
In the CIS countries there are many possible troubles related to the legal registration of economic activity.
The first threat is ... partners. Suppose you do not start a business yourself or in the process of attracting an investor who sells the company's share, and he becomes a co-founder. It does not matter what his share, even 0.1%. By law, all disputes are resolved in the economic court. Your partner may file a village court in the outback of the country to invalidate you a co-founder (participant, shareholder, etc., depending on the form of ownership), this court acknowledges that yes, you are an invalid owner, although you own 99, 9% of the company, on the day of the court decision, your “partner” sells 100% of the company to the 3rd party, and the 3rd party sells it further. Even if the next day you somehow push through the appeal and the higher court recognizes the past decision as illegal, you no longer have the company, it has already been sold several times and God knows who owns it.
The second threat is to get under the guise of a "partner" of an ill-wisher who will interfere with the work of the company or push through the right people into the leadership. Ways enough.
The third threat is to receive checks or penalties for a non-existent offense immediately. For example, the tax inspectorate can blame any legal. A person is in non-payment of taxes on any amount without any reason. Let us recall last year’s history of Ukraine’s largest online store, Rozetka.ua, when one day the tax police came to them and accused them of tax evasion.
How to protect yourself?
Once I met a joke: “The first rule of doing business in Russia is not to do business in Russia,” this is a joke with a great deal of truth. Ideally, you need to register jur. a person in another country with normal working laws and work through it. If you need a local legal. a person who should be opened on behalf of a foreign company and choose a form of ownership - LLC, so jur. the face will belong to a foreign company, and potential raiders are unlikely to want to go to another country to rewrite it for themselves, not a few such smart comrades are sitting in foreign prisons. So, the company Yandex is registered in the Netherlands as Yandex NV , and already it owns all the property in Russia and other countries.
In addition, you should not allow unfamiliar people as founders, ideally being the only owner. And if they decided to make someone a co-founder, to prescribe all the necessary conditions in the company's charter, for example, that without the consent of all the co-founders no one has the right to sell their stake.
Any illegal actions of state authorities need to be challenged in court, and the main answer must be given to the responsible person who directly carried out these illegal actions: you must make sure that he is dismissed or a criminal case is initiated, you can save your fellow entrepreneurs from such actions.
Certificate of registration jur. persons (Ukraine):
Certificate of Registration SPD (Ukraine):
Intellectual property
In our countries, intellectual property is not highly respected and not strongly protected. I, as a person working in the field of intellectual work, have a negative attitude to this. For example, you create something valuable in order to earn money, and then people come in and bypass the rules and take it away for free or even need to pay for your own work! If they take a material thing, this is called stealing, and if they take an object of intellectual right, it is called use. Similarly, in our laws. But for IT, intellectual property is the most valuable property, much more valuable than material property. With our mentality, not everyone understands this, or rather they do not want to understand. Hence, many do not defend themselves in this area, and politicians are not very actively engaged in improving the laws on the protection of intellectual property.
The first thing that detractors can do is steal someone else's brand, a certain name and visual image of your company or product. It does not matter that you will have a legal. face - Horns and Hoofs LLC, anyone can register the Horns and Hoofs trademark and create problems for you. There is a whole category of such intruders - patent trolls. They deliberately seek out companies and products that do not have trademarks, register them and then offer to buy out these trademarks to their creators.
In addition to trademarks, there are still rights to the results of work (program code, interface, principle of operation, etc.), for these objects intellectual property rights are registered separately, and for this there is a special procedure for state registration.
According to our laws, the creator of an object of intellectual property is the person who invented and realized this object. The best proof of this is the publication of this object, which can be confirmed with a specific date. However, if you do not register these rights in time and do not receive an official certificate, problems may arise with those who will do it for you. Under the law, the use of an intellectual property object for commercial purposes with financial damage to its owner is a criminal offense, which provides for imprisonment. And although this fact will still need to be proved in court, it is better if the creator will sue the attacker, and not vice versa.
Trademarks and rights to the results of your work - this is not all the danger that lurks you. If you have a client business (IT services to order), then the customers themselves are still dangerous. For example, when creating a website, a client can give you a photo and ask to place it on the website, but the photo is also an object of intellectual property, and perhaps the author who has not been paid for using the photo will see it. In this case, the author of the photo in the right to sue the site owner, and he, in turn, can easily transfer his guilt to the developer, if the site development contract did not state that the customer is responsible, and there is no documentary evidence that the client demanded the unlawful use of someone else's intellectual property. The photo in the example can be replaced by many other intellectual property objects that the client transfers or the developer himself downloads from the Internet.
How to protect yourself?
First you need to register a trademark. The exact name of the company or product is registered in Latin and Cyrillic writing + visual image (logo) of this trademark. Like everything else in our country, this is a very complicated bureaucratic procedure, so it is better to entrust the mediator. After registration, a certificate of state. sample, it is a very useful piece of paper that can be used to protect themselves in many situations. A trademark must be registered for each country separately; therefore, an international trademark can be made on the basis of a local trademark by adding all countries in which commercial activities are conducted or planned. Each trademark has classes of goods and services to which it belongs. Roughly speaking, in one country there can legally exist two companies with the same name, but with different products, so do not be lazy: it is better to register all classes at once, so that the attackers could not use your name.
Trademark (Ukraine):
The second is to register copyrights for all the results of the work. This is especially true of those works that will be replicated. So you can protect yourself from illegal copying of the product.
The third is to enter into contracts for all works related to the creation of objects of intellectual property, this will be a confirmation that any such object remains the property of the creator until full repayment of financial obligations under the contract. In addition, if the customer submits any intellectual property to the contractor, the contract should state that in the event of a claim by the 3rd party on the issue of the illegal use of intellectual property transferred by the customer, the contractor is not responsible.
trade secret
Not only competitors, but even their own employees can pose a threat to business. Almost all companies have important commercial information that is not disclosed to the public, because it can be used against the company. Such information may include the company's customers, databases, technology, etc. The weakest link for information security has always been and will remain people. There are a lot of options: he accidentally told a friend over a glass of beer, stole it for personal gain, forgot to block access or thousands more.
How to protect yourself?
There are many forms of protection, in the article I will discuss only one of the options for legal protection. With each employee of the company you need to conclude an agreement on non-disclosure of confidential information in which to prescribe what exactly is a commercial secret, and what responsibility the employee bears for its disclosure.
Strangely enough, in our legislation this subject of law is not well-written, and therefore it is simply impossible to protect oneself from nondisclosure on 100%. For this reason, the contract will not be superfluous, but at the same time it does not give the entrepreneur a full guarantee.
Domains and servers
Information is the greatest value for any IT company, therefore, it should be stored very carefully. In recent years, cases of server confiscation and termination of domain delegation have become more frequent in our countries. At the same time, several public authorities are entitled to come with a check and pick up a server for expertise, which can take many months or even years. The server can be confiscated both for the purpose of legal verification, and upon the “order” of a competitor. In any case, it is fraught with big problems for business. The same with domains, they can simply stop delegating to the rightful owner. Everyone remembers the loud story with Torrents.ru , when the domain was taken from this company.
How to protect yourself?
It's all quite simple: register domains in international domain zones with foreign registrars, and keep the server in other countries. For users, there is almost no external difference, but it’s quiet at heart. The only disadvantage is that the servers in another country are subject to the laws of this country, so you need to have backups in at least one more country.
Capture schemes and methods of protection against them
There are a lot of schemes now, I don’t cover them all, but I’ll tell you about a few common ones.
Capture using the pressure of the authorities
The scheme is now very common in Ukraine. There is a successful company, at some point they come to it and offer to sell the business at a lower price, which the owner most often refuses. The next day, checks and pressure from all who can do it begin: tax, police, prosecutor's office, sanstantion, firemen, etc. Each of these bodies has the legal right to cause significant damage to the business, only the tax authorities can arrange “show masks” and impose fines, which will have to be challenged in court, which in turn can also be subordinated to those people who are taking over. Moreover, there is no international economic court, by analogy with the human rights court, all court cases in the field of economic law do not extend beyond the borders of the country. Thus, the owner is forced to sell the business or part of it at any price.
How to protect yourself?
Almost nothing. The only chance is to be a foreign company or have a legal entity here. a person who belongs to a foreign company and the country in which it is registered does not give out information about the owners, then during preliminary exploration local raiders will not be able to find out who is the owner, they will not know who to run into and perhaps decide to find a more accessible one prey In addition, it is necessary to have connections with the media and immediately connect the media and the public at the first sign of a collision. But this is not 100% protection, it is just the complication of life for raiders. I can only protect myself from this scheme 100% through a foreign company, without a local legal entity. faces.
Capture using personal pressure
Also a very common scheme in Ukraine. People come to the owner and directly say: Give us the company or we will take everything from you. In case of refusal, criminal cases, searches, unsubstantiated accusations, etc. begin. Basically, personally by the owner and his family.
How to protect yourself?
Almost nothing. You can have a second citizenship, which is basically illegal in our country, but, nevertheless, almost all the deputies and ministers have it, oddly enough. So when driving, you can leave the country and return when the dust settles. In addition, you can stay and "take the fight", but in this case it is worth stocking up money on bribes (raiders do not come without money and therefore can buy the necessary decisions of state bodies, courts, etc., hence the defending party will have to do it depending on the desire and moral principles) and a large stock of nerves. All checks, charges, etc. be sure to fix, have a lawyer, know the laws.
Capture by co-founders
Any co-founder is always a danger, especially if you do not know him. So, the co-founder can sue, usually it is done where he has connections, which can be recognized as the legal founder of only one person, and the rest illegal. Then comes the sale of the company to the new owner, who in turn resells it again, so that after, even if the sale and purchase transaction is recognized illegal, no one could return the property. New owner appoints new director. Then either they come to the company “masks of the show” and by force take away the seal and all documents from the old, unsuspecting owners, or report a loss of the seal and produce a new one, and with it all documents are redone. The scheme seems to be illegal, but it works in our legal system. To illustrate the complexity of this process, googled an interesting story , true and not related to IT, but a similar scheme.
How to protect yourself?
Do not let absolutely anyone, even well-known people, be part of the founders, because they can sell their share to any stranger if he offers good money. If, however, there is a co-founder, you need to make sure that he does not sell his part without the consent of other owners to someone. In the event that a raider seizure began, you need to connect the prosecutor's office, the police and the courts, and the protection scheme will depend on the attack pattern.
White Raiders
Do not let anyone in the co-founders, and if you need to let in (for example, an investor), you should make sure of his decency and observe all agreements yourself.
The scheme is similar to the past, only more civilized. Someone buys a small part of the company and begins to interfere with normal operation, because has certain legal rights as a co-owner, while at the same time blackmailing for a sale.
How to protect yourself?
There are other less popular schemes. For those interested in google and wikipedia help.
Summarizing
Protecting business is an absolute necessity in the CIS countries, and it must be priced right away at once. This is not a question that can be neglected.
The general protection scheme is as follows:
- main jur. a person registers abroad, he is the founder of a local LLC;
- , , ;
- , , ;
- ;
- , ;
- .
Even having done all this, have ways to go abroad.
And the most important thing is to close all vital business processes on the owner, thus, business can be transferred only voluntarily.
Here is the whole scheme. If you like the article, I can still write about the schemes of legal tax minimization and protection against inspections.
PS In the example I have indicated Ukrainian documents, I will be grateful if someone from the readers throws the same Russian, Belarusian and Kazakh ones for the full picture, I will post them in the article.
The original is here: http://seclgroup.ru/article-juridicheskaja-zaschita-IT-biznesa.html
Author:
Nikita Semenov ( Facebook , VK , LinkedIn )
Owner
Law firm Taxov
Source: https://habr.com/ru/post/165781/
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