Prior to taking a decision on whether to invest in a foreign country, the analysis of a tailored country report on legal, tax, regulatory and investment-related issues, coupled with the reading of a standard business guide on investments, may represent an ideal starting point with a view at developing deeper assessments.  

The following is a sample checklist which may serve as reference for those foreign investors which intend to retain a local law firm for the drawing-up of the country report.

Such checklist has been loosely drafted as tackling general issues on energy infrastructural projects promoted by national authorities.

Land

  1. Types of land rights which may be transferred to private investors (ex. ownership, lease, usufruct.....);
  2. Land rights transfer process: (i) authorities; (ii) planning and zoning issues (ex. change of destination of agricultural land, general restrictions...); (iii) timing;
  3. Types of applicable permits/licenses/authorizations and the relevant permitting procedures (actors, responsibilities, timing);
  4. Most common forms of securities on land (mortgages, liens....) and formalities to make them valid and enforceable;
  5. Most common forms of governmental support (guarantees, letters of support....) in ensuring full enjoyment of land rights by private investors.

Environment and society

  1. Main applicable environmental and social laws, regulations and guidelines;
  2. Description of the applicable feasibility studies, reports, analysis, assessments etc. to be prepared pursuant to local law;
  3. Description of the applicable environmental permits/licenses/authorizations and the relevant permitting procedure (actors, responsibilities, timing);
  4. Analysis of the legal framework for enforcement and clear allocation of liabilities and penalties between private and public sector;
  5. Description of processes (if any) to be followed to ensure environmental and social safeguards;
  6. Description of environmental clean-up, restoration and corrective actions.

General permitting

  1. Other permits/licenses/authorizations than those concerning land and environment and society-related permits/licenses/authorizations;
  2. Relevant permitting procedure (actors, responsibilities, timing).

Corporate governance of the project company

  1. Restrictions on the ownership of shares by foreign private investors;
  2. Guarantees to be provided by foreign private investors as support of their shareholding;
  3. Restrictions on the presence of foreign private investors in the composition of the management bodies;
  4. Legal framework on the transfer of shares and preemption rights;
  5. Any non standard/unusual corporate governance provisions which may affect the interests of foreign private investors.

Power purchase agreement

  1. Description of the main clauses and relevant risks of the standard power purchase agreement as provided by the authorities;
  2. Description of the standard power purchase price payment guarantees to be provided by the power purchaser;
  3. Description of forms of governmental support in ensuring power purchase payments by the power purchaser.

Foreign  investments

  1. Restrictions on capital investments and profit repatriation;
  2. Legal framework on the nazionalization/expropriation of project companies/assets and forms of protection/compensation;
  3. Forms of reliefs/subsidies for specific investments (ex. strategic investments, priority investments, investments in free economic zones....) and/or addressed to foreign private investors;
  4. Description of the administrative processes for the obtainment of reliefs/subsidies (actors, responsibilities, timing).

 Taxation

  1. Categories of taxation  the project company and the sponsors are liable to (corporate income tax, VAT tax, profit repatriation tax, service tax...);
  2. Restrictions, controls, fees, taxes or other charges on foreign currency exchange;
  3. Taxation on goods import;
  4. Tax reliefs on investments;
  5. Taxes on environmental pollution and tax credits available for "clean" solutions;
  6. Specific tax liabilities imposed on foreign investors.