Lately I've received more requests than usual from Russian design agencies seeking to purchase font licenses. They usually explain that they're unable to go through US retailers such as Fonts.com, MyFonts and Fontspring and/or they can't use credit cards to make purchases. They also claim that a EULA isn't sufficient and a signed contract is required. Proof of incorporation is often requested. Sometimes they complain that the certificate is all in Japanese and I explain that it's a Japanese corporation and in official Japanese business, English doesn't exist. I don't know if they can't deal with the usual distributors because of US/Russia sanctions. My accountant says there's nothing in Japan/Russian sanction rules that would be a problem for me. I have no idea why a EULA won't work in Russia. Outside of Russia only two companies I'm aware of are unable to accept a EULA: ABC Studios and IFC. But in Russia, it seems like all companies require a signed contract to use a font. Some clients require outlandish amounts of paperwork. I've attached a list of requirements I received recently. Keep in mind that this is for a US $40.00 font sale. Question is:
I prefer my passive income a bit more on the passive side.
1) Tax residence certificate (reflecting the place of tax residence of the company);
2) Certificate of Incorporation;
3) Good standing certificate (the statement of the actual legal status and the good financial condition);
4) The extract from the official Register of the Companies (including the data about the date of incorporation, registered address, directors of the company);
5) Charter + Memorandum of Association) (or other constitutive documents of the Company including the data about the authorities of the main corporate bodies);
6) Shareholders certificate (reflection of the shareholding structure of the company);
7) No-winding-up certificate (the confirmation that the liquidation or insolvency procedures were not initiated by or against the Company);
8) Resolution of the board of directors of the Company approving the terms of the transactions contemplated, resolving that the Company enter into this agreement and authorizing the director to sign the agreement.
9) A copy of the passport of the authorized signatory (ies);
10) Company assurance that the Company as a contractor upon the planned transaction (SPA of the ride) is a final receiver of the profits and has the full authorities to manage these profits + apostille (if applicable).
11) Structure of the group of company;
12) Conformation that company has not representative office in Russia;
13) Any supporting documents confirming or disproving:
∙ Independence of decision making by directors of foreign companies;
∙ The existence of authority to dispose of income;
∙ Implementation of business functions;
∙ Signs of doing business (staff, office, general business expenses);
∙ obtaining economic benefits from income (the use of income received in business);
∙ bearing commercial risks in relation to assets;
∙ Nature of cash flows, i.e. the presence or absence of legal and actual obligations for the further transfer of income;
∙ Systematic transit payments to transfer income on behalf of a resident of a country that is a party to an agreement to a person who does not have benefits under the relevant international tax agreement;
14) A free-form letter confirming the foreign organization’s lack of contractual or other legal obligations to third parties and restrictions on its rights when using the revenues received from the Russian organization and whether the foreign organization has the right to use and dispose of these incomes independently (or vice versa about the existence of obligations to third parties limiting the rights of self income use, etc.);
15) IFRS Accounting Statements with Auditor's Report.
Please note that all the documents required to be presented in originals endorsed with apostilles.