Article 9.10. Payments and Transfers
1. Except under the circumstances envisaged in Article 19.10 (Temporary Safeguard Measures) of Chapter 19 (Institutional, General and Final Provisions), each State Party shall permit all transfers relating to a commercial presence of a juridical person or natural person of another State Party within its territory, to be made freely and without undue delay into and out of its territory. Such transfers include:
(a) contributions to capital, including the initial contribution;
(b) profits, dividends, capital gains, and proceeds from the sale of all or any part of the commercial presence or from the partial or complete liquidation of the commercial presence;
(c) interest, royalty payments, management fees, and technical assistance and other fees; and
(d) payments made under a contract, including a loan agreement.
2. Each State Party shall permit such transfers to be made in a freely usable currency at the market rate of exchange prevailing at the time of transfer.
3. Notwithstanding paragraphs 1 and 2, a State Party may delay or prevent a transfer through the equitable, non-discriminatory, and good faith application of its laws and regulations relating to:
(a) bankruptcy, insolvency, or the protection of the rights of creditors;
(b) issuing, trading, or dealing in securities, futures, options, or derivatives;
(c) financial reporting or record keeping of transfers when necessary to assist law enforcement or financial regulatory authorities;
(d) criminal or penal offences;
(e) ensuring compliance with orders or judgments in judicial or administrative proceedings; or
(f) social security, public retirement or compulsory savings schemes.
4. Nothing in this Chapter shall affect the rights and obligations of the State Parties under the Articles of Agreement of the IMF, including the use of exchange actions, which are in conformity with the Articles of Agreement of the IMF, provided that a State Party shall not impose restrictions on capital transactions inconsistent with its commitments under this Chapter regarding such transactions, except under Article 19.10 (Temporary Safeguard Measures) of Chapter 19 (Institutional, General and Final Provisions Chapter) or on request of the IMF.
Article 9.11. Right to Regulate
1. The State Parties reaffirm their inherent right to regulate within their territories to achieve legitimate public welfare objectives, such as the protection of public health, safety, the environment or public morals, social or consumer protection, the conservation of living or non-living exhaustible natural resources, or the promotion and protection of cultural diversity.
2. The State Parties recognize that it is inappropriate to encourage the constitution, acquisition or maintenance [8] of a commercial presence in its territory by relaxing or reducing the protections set out in paragraph 1.
Article 9.12. Responsible Business Conduct
1. Each State Party shall encourage juridical and natural persons of another State Party and their commercial presence within its territory to voluntarily incorporate into their business practices and internal policies internationally recognized principles, standards and guidelines of responsible business conduct that have been endorsed or are supported by that State Party.
2. In accordance with its laws and regulations, each State Party should encourage juridical and natural persons of another State Party and their commercial presence within its territory to undertake and maintain meaningful engagement and dialogue, in accordance with international Responsible Business Conduct principles, standards and guidelines that have been endorsed or are supported by that State Party, with Indigenous peoples, traditional communities and local communities.
3. Each State Party recognises the importance of juridical and natural persons of another State Party and their commercial presence within its territory implementing due diligence in order to identify and address adverse impacts, such as on the environment and labour conditions, in their operations, their supply chains and other business relationships.
4. Within the framework of the Subcommittee on Investment, the State Parties shall exchange information and best practices on issues covered by paragraphs 1 and 2, including on possible ways to facilitate the uptake of Responsible Business Conduct practices by juridical and natural persons of another State Party and their commercial presence within its territory.
Article 9.13. Subcommittee on Investment
1. This Chapter shall be administered by the Subcommittee on Investment, under the Joint Committee established on Article 19.1 of the Chapter 19 (Institutional, General and Final Provisions Chapter).
2. The Subcommittee shall meet within 1 (one) year of the date of entry into force of this Agreement. Thereafter, it shall meet whenever necessary but at least every 2 (two) years. Its meetings shall be chaired jointly by Singapore and one of the Signatory MERCOSUR States, and occur in such places and through such means as agreed by the State Parties.
3. The Subcommittee shall have the following functions and responsibilities:
(a) oversee the implementation and operation of this Chapter and, if necessary, recommend amendments to this Chapter;
(b) discuss relevant subjects for commercial presence covered by this Chapter and share opportunities for the expansion of commercial presence, in consultations with private sector and civil society when appropriate;
(c) identify opportunities for cooperation and further investment facilitation, with a view to developing and coordinating, as appropriate, the implementation of cooperation and facilitation programmes which have been mutually agreed by the interested State Parties;
(d) endeavour to resolve and prevent disputes that may arise regarding the interpretation or application of this Chapter; and
(e) to the extent possible provide information on measures to promote and facilitate investments.
4. The Subcommittee shall establish its rules of procedure.
Article 9.14. Focal Points or Ombudspersons
1. Subject to its laws and regulations, the State Parties shall establish, designate, or maintain focal points or Ombudspersons in order to facilitate communication, information flow and respond to inquiries from another State Party regarding measures affecting matters covered by this Chapter.
2. The focal points or Ombudspersons shall:
(a) interact and cooperate with the focal points or Ombudspersons of other State Parties;
(b) interact with natural persons or juridical persons of another State Party, including in the event of inquiries brought by such persons or facilitate their interaction, when deemed appropriate, with its own competent governmental authorities or agencies; and
(c) facilitate access for another State Party to the information referred to in Article 17.3 (Notification and provision of information) of Chapter 17 (Transparency).
3. The focal points or Ombudspersons referred to in paragraph 1 are set out in Annex 9-B (Focal Points or Ombudspersons).
Article 9.15. Dispute Prevention and Mediation
1. Without prejudice to a State Party's rights and obligations under Chapter 18 (Dispute Settlement), the State Parties shall endeavour to settle any differences arising out of this Chapter in an amicable manner and on the basis of mutually satisfactory solutions in particular through the Subcommittee on Investment.
2. A State Party and the natural persons or juridical persons of another State Party may agree at any time to resolve differences arising out of this Chapter through the use of voluntary procedures, such as mediation, which shall be without prejudice to their legal position or rights under this Agreement.
Article 9.16. Annexes
The following Annexes form an integral part of this Chapter:
(a) Annex 9-A (Additional Investment Provisions for Brazil, Paraguay, Uruguay and Singapore);
(b) Annex 9-B (Focal Points or Ombudspersons);
(c) Annex I (Schedules of Specific Commitments for Investment); and
(d) Annex III (Schedules of Reservations and Non-conforming Measures for Services and Investment).
Article 9.17. Savings Clause
1. For 2 (two) years from the date of termination of this Agreement, this Chapter (including the relevant Annexes) and other provisions in the Agreement as may be necessary for the application or interpretation of this Chapter shall continue to apply to a commercial presence which is in existence at the date of termination.
2. For the avoidance of doubt, paragraph 1 shall not apply to the constitution, acquisition or expansion of such commercial presence after the date of termination.
ANNEX 9-A . ADDITIONAL INVESTMENT PROVISIONS FOR BRAZIL, PARAGUAY, URUGUAY AND SINGAPORE (1)
Article 9-A.1. Definitions
For the purposes of this Annex:
"covered investment" means with respect to a State Party, a commercial presence of the juridical persons or natural persons of another State Party within the territory of the first-mentioned State Party; "covered investment" also means such commercial presence's assets (2) that it owns or controls, directly or indirectly, or over which it exerts a significant degree of influence. These assets include:
(a) shares, stocks and other forms of equity instruments of that commercial presence and those held in another commercial presence within the territory of the first-mentioned State Party;
(b) debt instruments or securities held in another commercial presence within the territory of the first-mentioned State Party;
(c) licences, authorisations, permits, concessions or similar rights conferred in accordance with the laws and regulations of a State Party; (3)
(d) loans to another commercial presence within the territory of the first-mentioned State Party;
(e) intellectual property rights as defined or referenced to in the TRIPS Agreement; and
(f) movable or immovable property and related rights.
but do not include:
(i) an order or judgment issued as a result of a lawsuit or an administrative process;
(ii) sovereign debt, regardless of original maturity, of a State Party or state-enterprise debt;
(iii) portfolio investments, i.e. those that do not allow that commercial presence to exert a significant degree of influence in the management of another commercial presence within the territory of the first-mentioned State Party; and
(iv) claims to money that arise solely from commercial contracts for the sale of goods or services, or the extension of credit in connection with such commercial contracts, or any other claims to money that do not involve the kind of interests set out in subparagraphs (a) to (f) above.
Article 9-A.2. Scope and Coverage
In addition to Article 9.2 (Scope and coverage) of Chapter 9 (Investment):
1. Article 9-A.3 (Treatment of Investments), Article 9-A.5 (Direct Expropriation) and Article 9-A.6 (Compensation for Losses) apply to measures by a State Party affecting covered investments in all sectors, including services sectors under the scope of Chapter 10 (Trade in Services). (4)
2. Article 9-A.4 (Most-Favoured-Nation Treatment) applies to measures by a State Party affecting covered investments in all sectors, with the exception of services sectors under the scope of Chapter 10 (Trade in Services). (5)
Article 9-A.3. Treatment of Investments (6)
Based on the applicable rules and customs of international law as recognised by each of the State Parties and their respective laws and regulations, no State Party shall subject covered investments of another State Party to measures which constitute:
(a) manifestly abusive treatment, such as coercion, duress and harassment; or
(b) discrimination in matters of law enforcement, including the provision of physical security.
Article 9-A.4. Most-Favoured-Nation Treatment (7)
1. A State Party shall accord to covered investments of juridical persons or natural persons of another State Party, treatment no less favourable than that it accords, in like circumstances, to investments in its territory of juridical persons or natural persons of a non-State Party with respect to the constitution, acquisition, maintenance (8), expansion, and sale or other disposition of investments.
2. For greater certainty, paragraph 1 shall not be construed as granting to such juridical persons or natural persons of another State Party options or procedures for the settlement of disputes.
3. For greater certainty, whether treatment is accorded in "like circumstances" depends on the totality of the circumstances, including whether the relevant treatment distinguishes between juridical persons, natural persons or investments on the basis of legitimate public welfare objectives.
Article 9-A.5. Direct Expropriation (9)
1. A State Party shall not expropriate a covered investment of a juridical person or natural person of another State Party, except:
(a) for a public purpose;
(b) in a non-discriminatory manner;
(c) in accordance with due process of law; and
(d) on payment of adequate and effective compensation, according to the laws and regulations of the expropriating State Party and paragraphs 2 to 3.
2. The compensation shall:
(a) be paid without undue delay in convertible currency at the market rate of the exchange prevailing at the time of transfer;
(b) be equivalent to the fair market value of the expropriated asset, immediately before the expropriating measure has taken place ("expropriation date");
(c) not reflect any change in the market value due to the knowledge of the intention to expropriate, before the expropriation date; and
(d) be completely payable and transferable, in accordance with Article 9.10 (Payments and Transfers) of Chapter 9 (Investment).
3. The compensation to be paid shall not be inferior to the fair market value on the expropriation date, plus interests at a rate determined according to market criteria accrued since the expropriation date until the date of payment, according to the laws and regulations of the expropriating State Party.
4. For greater certainty, this Article only provides for direct expropriation, where a covered investment is nationalized or otherwise directly expropriated through formal transfer of title or ownership rights, and does not cover indirect expropriation.
5. Juridical persons or natural persons of a State Party whose covered investment is affected by the expropriation carried out by another State Party shall have the right to review of their case, including the valuation of its covered investment and the payment of compensation in accordance with this Article, by a judicial authority or another competent authority of the latter State Party.
6. This Article shall not apply to the issuance of compulsory licenses in compliance with the provisions of the TRIPS Agreement.
7. For Singapore, notwithstanding paragraphs 1, 2, 3 and 5, any measure of expropriation relating to land, which shall be as defined in its existing laws and regulations on the date of entry into force of this Agreement, shall be for a purpose and upon payment of compensation in accordance with the aforesaid laws and regulations.
Article 9-A.6. Compensation for Losses (10)
Juridical persons or natural persons of a State Party whose covered investments in the territory of another State Party suffers losses due to war or other armed conflict, revolution, state of emergency, insurrection, riot or any other similar events, shall enjoy, with regard to restitution, indemnity or other form of compensation, the same treatment that the latter State Party accords to its own juridical persons or natural persons or the treatment accorded to juridical persons or natural persons of a non-State Party. For greater certainty, Article 9.10 (Payments and Transfers) of Chapter 9 (Investment) shall apply to such compensation.
Article 9-A.7. Schedules of Non-Conforming Measures (11)
1. Article 9-A.4 (Most-Favoured-Nation Treatment) shall not apply to:
(a) any existing non-conforming measure that is maintained by a State Party at:
(i) the central level of government as set out by that State Party in List A of its Schedule in Annex III (Schedule of Reservations and Non-Conforming Measures for Services and Investment);
(ii) a regional level of government; or
(iii) local level of government;
(b) the continuation or prompt renewal of any non-conforming measure referred to in subparagraph (a); or
(c) an amendment to any non-conforming measure referred to in subparagraph (a) to the extent that the amendment does not decrease the conformity of the measure, as it existed at the date of entry into force of the Agreement with Article 9-A.4 (Most-Favoured-Nation Treatment).
2. Article 9-A.4 (Most-Favoured-Nation Treatment) shall not apply to any measure that a State Party adopts or maintains with respect to sectors, sub-sectors or activities set out in List B of its Schedule in Annex III (Schedule of Reservations and Non-Conforming Measures for Services and Investment).
3. Article 9-A.4 (Most-Favoured-Nation Treatment) shall not apply to any measure that is an exception to, or derogation from, a State Party's obligations under Chapter 15 (Intellectual Property Rights) and the TRIPS Agreement, as specifically provided for in that Agreement
ANNEX 9-B . FOCAL POINTS OR OMBUDSPERSONS
As referred to in Article 9.14 (Focal Points or Ombudspersons) of Chapter 9 (Investment), the focal points or Ombudspersons of the State Parties are:
(a) For Argentina, Dirección Nacional de la Promoción de Inversiones (DNPRI) (National Directorate for Investment Promotion of the Ministry of Foreign Affairs, International Trade and Worship);
(b) For Brazil, Ombusdman de Investimentos Diretos (OID) da Câmara de Comércio Exterior (CAMEX) (Ombudsman of Direct Foreign Investment (DIO) of the Foreign Trade Board);
(c) For Paraguay, Subsecretaría de Estado de Industria del Ministerio de Industria y Comercio (Sub-secretariat of Industry of the Ministry of Industry and Commerce);
(d) For Uruguay, Asesoría de Política Comercial del Ministerio de Economía y Finanzas (Trade Policy Advisory of the Ministry of Economy and Finance); and
(e) For Singapore, the Americas Division of the Ministry of Trade and Industry, or its successor.
ANNEX I. SCHEDULE OF SPECIFIC COMMITMENTS FOR INVESTMENT FOR ARGENTINA
Explanatory Notes
The classification of sectors in this Schedule is based on the International Standard Industrial Classification of All Economic Activities, Rev.3 (ISIC).
For greater certainty, where no reference is made to a specific sector or subsector, it should be interpreted that Argentina is not taking any commitments for that specific sector or sub-sector.
| SECTORS OR SUBSECTORS | LIMITATIONS ON NATIONAL TREATMENT | LIMITATIONS ON SENIOR MANAGEMENT AND BOARDS OF DIRECTORS |
| I. HORIZONTAL COMMITMENTS | ||
| ALL SECTORS | The acquisition, possession, transference, and assignment of rights of possession of rural lands by foreign natural or legal persons, as well as those properties that contain or are riparian of large and permanent water bodies, or that are located in border "security areas" are limited by law. Security zones: With the exceptions provided under domestic legislation, property located in "security zones" shall be owned by Argentine citizens. Any form of real property rights or personal rights under which possession or tenancy of a real estate must be granted; the transfer of shares and changes of ownership of companies whose capital stocks involve one or more real properties in security zones are also subject to prior authorisation from the competent authority. | |
| ALL SECTORS | The absolute majority of the board of directors of an Argentine juridical person must have real domicile in Argentina (Article 256, Law 19.550). At least one of the legal representatives of a branch/permanent representation must have real domicile in Argentina (Articles 118, 121 & 256, Law 19.550). At least one of the legal representatives of an international company that wants to participate in an Argentine company must have real domicile in Argentina (Article 123, Law 19550, Particular Resolution IGJ 93/2022). | The absolute majority of the board of directors of an Argentine juridical person must have real domicile in Argentina (Article 256, Law 19.550). At least one of the legal representatives of a branch/permanent representation must have real domicile in Argentina (Articles 118, 121 & 256, Law 19.550). At least one of the legal representatives of an international company that wants to participate in an Argentine company must have real domicile in Argentina (Article 123, Law 19550, Particular Resolution IGJ 93/2022). |
| ALL SECTORS | In cases of state enterprises subject to privatisation, Argentina reserves the right to establish special share arrangements (such as the retention of "golden shares") and/or to grant preferences in the purchase of shares to the employees of such state enterprise subject to privatisation. | |
| ALL SECTORS | Argentina reserves the right to adopt or maintain any measure aimed at stimulating the development of its least developed regions, borders areas or at reducing regional inequalities, as well as those necessary to ensure social inclusion and industrial development. | |
| ALL SECTORS | Argentina reserves the right to adopt or maintain any measure affecting or relating to nuclear energy, including products produced by nuclear energy, nuclear fuel production and supply, nuclear materials, treatment and disposal of radioactive waste, and radioisotope and radiation generating facilities. | |
| II.SECTOR SPECIFIC COMMITMENTS | ||
| A. AGRICULTURE, HUNTING AND FORESTRY | ||
| 01. Agriculture, hunting | None | None |
| 02. Forestry, logging | None | None |
| B. FISHING | ||
| 05. Fishing, operation of fish hatcheries and fish farms | None, except as stated below. Argentina reserves the right to adopt or maintain measures related to fishing, aquaculture and related activities, regarding domicile, residence or nationality requirements for natural or juridical persons, in connection with the exploitation of living resources in Argentine internal waters and maritime areas under its jurisdiction and its continental shelf. Argentina also reserves the right to adopt or maintain regulations, including sanctions, with regard to navigation in maritime areas subject to its jurisdiction, and composition of the crew and content (fish caught, equipment and fishing gear) of vessels used in the fishing industry. In particular, Argentina maintains the following measures: (a) exploitation of live maritime resources is only granted to natural persons with residence in Argentina or to juridical persons established according to domestic laws and regulations. (b) foreign flag vessels activity must comply with the terms of Law No. 24.922. Foreign flag vessels are only admitted jointly with one or more companies locally registered, as determined by Law No. 19.550. (c) vessels employed in the fishing industry must be enrolled in the corresponding Argentine registry and raise the Argentine flag. (d) crew members of all fishing vessels must comply with the following requirements: (i) captains and officers must be Argentine nationals, either by birth, option or naturalisation; (ii) 75 % of the rest of crew members aboard fishing vessels must be either Argentine nationals or foreigners with more than ten years of permanent residence in Argentina effectively accredited; and (iii) in case the percentage established in subparagraph (ii) is not possible due to lack of personnel, foreign personnel may provisionally board until such percentage is re-established, subject to compliance with all current legal requirements. When Argentine crew members are available, the crew must be completed with them. (e) In case of violation of domestic laws or regulations foreign vessels may, in addition to paying the corresponding penalty, be retained at an Argentine port until payment of fines is complied with or satisfactory guarantees are constituted thereof. | None |
| D. MANUFACTURING | ||
| 15. Manufacture of food products and beverages | None | None |
| 16. Manufacture of tobacco products | None | None |
| 17. Manufacture of textiles | None | None |
| 18. Manufacture of wearing apparel; dressing and dyeing of fur | None | None |
| 19. Tanning and dressing of leather; manufacture of luggage, handbags, harness and footwear | None | None |
| 20. Manufacture of wood and of products of wood and cork, except furniture; manufacture of articles of straw and plaiting materials | None | None |
| 21. Manufacture of paper and paper products | None | None |
| 24. Manufacture of chemicals and chemical products | None, except that Law No. 26.334 establishes that, in order to enjoy the benefits listed in Chapters I and II of Law No. 26.093, controlling shareholders of juridical persons producing bioethanol must be Argentine nationals or juridical persons controlled by Argentine nationals. | None |
| 25. Manufacture of rubber and plastics products | None | None |
| 26. Manufacture of other non-metallic mineral products | None | None |
| 27. Manufacture of basic metals | None | None |
| 28. Manufacture of fabricated metal products, except machinery and equipment | None | None |
| 29. Manufacture of machinery and equipment n.e.c., except for manufacture of weapons and ammunition (ISIC 2927) | None. For the purposes of transparency, investment in the manufacture of engines and turbines, except aircraft, vehicle and cycle engines (ISIC 2911) and the manufacture of special purpose machinery (ISIC 292) might be subject to measures aimed at fostering the local value chain of these sectors. | None |
| 30. Manufacture of office, accounting and computing machinery | None | None |
| 31. Manufacture of electrical machinery and apparatus n.e.c. | None. For the purposes of transparency, investment in the manufacture of electric motors, generators and transformers (ISIC 3110) and the manufacture of electricity distribution and control apparatus (ISIC 3120) might be subject to measures aimed at fostering the local value chain of these sectors. | None |
| 32. Manufacture of radio, television and communication equipment and apparatus | None | None |
| 33. Manufacture of medical, precision and optical instruments, watches and clocks | None. For the purposes of transparency, investment in the manufacture of medical and surgical equipment and orthopaedic appliances (ISIC 3311) might be subject to measures aimed at fostering the local value chain of this sector. | None |
| 34. Manufacture of motor vehicles, trailers and semitrailers | None. For the purposes of transparency, investment in the manufacture of motor vehicles, trailers and semitrailers (ISIC 34) might be subject to measures aimed at fostering the local value chain of this sector. | None |
| 35. Manufacture of other transport equipment, except for building and repairing of ships and boats (ISIC 351) | None. For the purposes of transparency, investment in the manufacture of motorcycles (ISIC 3591) might be subject to measures aimed at fostering the local value chain of this sector. | None |
| 36. Manufacture of furniture; manufacturing n.e.c. | None | None |
| 37. Recycling | None | None |
| E. PRODUCTION OF ELECTRICITY, GAS, STEAM AND HOT WATER (EXCLUDING RELATED SERVICES) | For the purposes of transparency, investment in this sector is subject to the terms and conditions specified in the permits, concessions or other rights granted by the relevant authority. | |
| 4010. Production, transmission and distribution of electricity | None, except electricity generated by nuclear energy. | None |
| 4020. Manufacture of gas except petroleum gases and derivatives | None | None |
ANNEX I . SCHEDULE OF SPECIFIC COMMITMENTS FOR INVESTMENT FOR PARAGUAY
Explanatory Notes
The classification of sectors in this Schedule is based on the International Standard Industrial Classification of All Economic Activities, Rev.3 (ISIC).
| SECTORS OR SUBSECTORS | LIMITATIONS ON NATIONALTREATMENT | LIMITATIONS ON SENIOR MANAGEMENT AND BOARDS OF DIRECTORS |
| I. HORIZONTAL COMMITMENTS | ||
| ALL SECTORS INCLUDED IN THIS SCHEDULE | Paraguay reserves the right to establish special share arrangements (such as the retention of “golden shares”) and to grant preferences in the purchase of shares to the employees of state company subject to privatisation. For the acquisition of land, residence requirements apply to foreign investors; unbound in border areas (50 (fifty) km in land frontiers). Paraguay reserves the right to maintain or adopt any measure or disposition with the purpose of statistical controls of foreign investment registration and its transferences, after the date of entry into force of this agreement. Paraguay reserves the right to adopt or maintain any measure aimed at developing less privileged regions or at reducing regional inequalities, as well as those necessary to ensure social inclusion and rural development. | |
| II.SECTOR SPECIFIC COMMITMENTS | ||
| A. AGRICULTURE, HUNTING AND FORESTRY | ||
| 01. Agriculture, hunting | None | None |
| 02. Forestry, logging | None | None |
| B. FISHING | None | None |
| C. MINING AND QUARRYING | None | None |
| D. MANUFACTURING | ||
| 15. Manufacture of food products and beverages | None | None |
| 16. Manufacture of tobacco products | None | None |
| 17. Manufacture of textiles | None | None |
| 18. Manufacture of wearing apparel; dressing and dyeing of fur | None | None |
| 19. Tanning and dressing of leather; manufacture of luggage, handbags, harness and footwear. | None | None |
| 20. Manufacture of wood and of products of wood and cork, except furniture; manufacture of articles of straw and plaiting materials | None | None |
| 21. Manufacture of paper and paper products | None | None |
| 23. Manufacture of coke, refined petroleum products and nuclear fuel | None | None |
| 24. Manufacture of chemicals and chemical producs | None | None |
| 25. Manufacture of rubber and plastics products | None | None |
| 26. Manufacture of other non-metallic mineral products | None | None |
| 27. Manufacture of basic metals | None | None |
| 28. Manufacture of fabricated metal products, except machinery and equipment | None | None |
| 29. Manufacture of machinery and equipment | None | None |
| 30. Manufacture of office, accounting and computing machinery | None | None |
| 31. Manufacture of electrical machinery and apparatus n.e.c | None | None |
| 32. Manufacture of radio, television and communication equipmentand apparatus | None | None |
| 33. Manufacture of medical, precision and optical instruments, watches andclocks | None | None |
| 34. Manufacture of motor vehicles, trailers and semi-trailers | None | None |
| 35. Manufacture of other transport equipment | None | None |
| 36. Manufacture of furniture; manufacturing n.e.c. | None | None |
| 37. Recycling | None | None |
ANNEX I . SCHEDULE OF SPECIFIC COMMITMENTS FOR INVESTMENT FOR URUGUAY
Explanatory Notes
The classification of sectors in this Schedule is based on the International Standard Industrial Classification of All Economic Activities, Rev.3 (ISIC).
| SECTORS OR SUBSECTORS | LIMITATIONS ON NATIONAL TREATMENT | LIMITATIONS ON SENIOR MANAGEMENT AND BOARDS OF DIRECTORS |
| I. HORIZONTAL COMMITMENTS | ||
| ALL SECTORS INCLUDED IN THIS SCHEDULE | Uruguay reserves the right to maintain or adopt any measure or disposition with the purpose of statistical controls of foreign investment registration and its transferences, after the date of entry into force of this agreement. The purchase and ownership of rural properties and agricultural exploitations to enterprises that are owned by, or which directly or indirectly involves a foreign State property or sovereign funds thereof is regulated in Law Nº 19.283. Uruguay reserves the right to adopt or maintain any measure tending towards the establishment of a Border Security Zone along land and river boundaries of the national territory. Uruguay reserves the right to adopt or maintain any measure that accords rights or preferences to minorities due to social or economic reasons. Uruguay reserves the right to adopt or maintain any measure that limits the transfer or disposal of any interest held in an existing State Enterprise, such that only an Uruguayan national may obtain such interest. The limitation in the preceding paragraph above, however, pertains only to the initial transfer or disposal of such interest, and not to subsequent transfers or disposals. Uruguay reserves the right to adopt or maintain any measure that limits control of, or imposes requirements on, any new enterprise created by the transfer or disposal of any interest as described in the preceding paragraph, such as through measures relating to the structure of the board ofdirectors, but not throughlimitations on the ownership of the interest transferred. Uruguay also reserves the right to adopt or maintain any measure related to the nationality of senior management and members of the board of directors in such new enterprise. A “State Enterprise” means any enterprise owned or controlled through participation in its property by the Uruguayan State, and shall include any enterprise established after the date of entry into force of this Agreement. Uruguay reserves the right to adopt or maintain any measure with respect to the public concessions as well as the renewal or re-negotiation of existing concessions. Uruguay reserves the right to adopt or maintain any measure that restricts the acquisition, sale, or other disposition of bonds, treasury bills or other debt instrument issued by the Central Bank or by the Government of Uruguay. | |
| II.SECTOR SPECIFIC COMMITMENTS | ||
| A. AGRICULTURE, HUNTING AND FORESTRY | ||
| 01. Agriculture, hunting | None | None |
| 02. Forestry, logging (1) | None | None |
| B. FISHING | ||
| 05. Fishing, operation of fish hatcheries and fish farms | None, except as stated below. Commercial fishing and marine hunting activities performed in internal waters and in the territorial sea within a 12 (twelve) miles area, measured from the base lines, are reservedexclusively to duly licensed Uruguayan-flagged vessels. Such vessels must be commanded by captains, merchant marine officials, or fishing masters that are Uruguayan nationals and at least 90 (ninety) percent of the crew of such vesselsmust be Uruguayan nationals. The crew of fishing vessels licensed in Uruguay that operate exclusively in international waters, must have a minimum of 70 (seventy) percent of Uruguayan nationals. Commercial foreign-flagged vessels shall only be allowed to exploit living resources between the 12 (twelve) mile area referred to in the preceding paragraph and 200 (two hundred) nautical miles, subject to authorisation of the Executive Branch, granted in accordance with Law Nº 13.833, and as recorded in the register maintained by the “Dirección Nacional de Recursos Acuáticos”. The processing and marketing of fish is authorized by the Executive Branch, and may be subject to a requirement that the fish be totally or partially processed in Uruguay. | |
| C. MINING | None, except as stated below. Mining licenses or titles are given by the Mining Authority depending from the National Government. Requirements for individual exploitations are also regulated for the Mining Authority. Prospecting and exploration of mineral deposits and mining shall only be done: (a) by the State or State Entities; or (b) under a mining title. The enjoyment of mining rights attributed by the respective title is regulated by specific provisions and the provisions of the specific contract. The holder of a concession to operate that is in a position to export metal ores shall provide the domestic market 15 (fifteen) percent of the value of each export operation at "free on board" price. | None |
| 10. Mining of coal and lignite; extraction of peat | None, except as indicated above. | None |
| 12. Mining of uranium and thorium ores | None, except as indicated above. | None |
| 13. Mining of metal ores | None, except as indicated above. | None |
| 14. Other mining and quarrying | None, except as indicated above. | None |
| D. MANUFACTURING | ||
| 15. Manufacture of food products and beverages | None | None |
| 17. Manufacture of textiles | None | None |
| 18. Manufacture of wearing apparel; dressing and dyeing of fur | None | None |
| 19. Tanning and dressing of leather; manufacture of luggage, handbags, harness and footwear | None | None |
| 20. Manufacture of wood and of products of wood and cork, except furniture; manufacture of articles of straw and plaiting materials | None | None |
| 21. Manufacture of paper and (2) paper products | None | None |
| 22. Publishing, printing and reproduction of recorded media | None, except that the responsible editor, director or manager, of a newspaper, magazine, or periodical, shall be Uruguayan nationals. | None, except that only Uruguayan nationals may be the redactor o gerente responsable (the responsible editor or manager) of a newspaper, magazine, or periodical in Uruguay. The redactor o gerente responsable (the responsible director or manager) of a television subscriber enterprise (cable, satellite, MMDS and UHF coded) shall be Uruguayan national. The redactor o gerente responsable (the resposible editor or manager) is the person liable under civil and criminal law for the content of a particular newspaper, magazine, or periodical publications. |
| 24. Manufacture of chemicals and chemical products | None | None |
| 25. Manufacture of rubber and plastics products | None | None |
| 26. Manufacture of other non-metallic mineral products | None | None |
| 27. Manufacture of basic metals | None | None |
| 28. Manufacture of fabricated metal products, except machinery and equipment | None | None |
| 29. Manufacture of machinery and equipment n.e.c: 291. Manufacture of general purpose machinery 293. Manufacture of domestic appliances n.e.c. | None | None |
| 30. Manufacture of office, accounting and computing machinery | None | None |
| 31. Manufacture of electrical machinery and apparatus n.e.c. | None | None |
| 32. Manufacture of radio, television and communication equipment and apparatus | None | None |
| 33. Manufacture of medical, precision and optical instruments, watches and clocks | None | None |
| 34. Manufacture of motor vehicles, trailers and semi-trailers | None | None |
| 35. Manufacture of other transport equipment | None | None |
| 36. Manufacture of furniture; manufacturing n.e.c. | None | None |
| 37. Recycling | None | None |
ANNEX III . SCHEDULE OF RESERVATIONS AND NON-CONFORMING MEASURES FOR SERVICES AND INVESTMENT FOR BRAZIL
LIST A OF BRAZIL
Explanatory Notes
1. This List A indicates, in accordance with Article 9.9 (Schedules of Non-Conforming Measures), Article 9-A.7 (Schedules of Non-Conforming Measures) and Article 10.8 (Schedules of Non-Conforming Measures), the existing measures that are not subject to one or all the obligations imposed by:
(a) Article 9.3 (National Treatment) or Article 10.4 (National Treatment);
(b) Article 9.6 (Senior Management and Boards of Directors);
(c) Article 9-A.4 (Most-Favoured-Nation Treatment) or Article 10.10 (Most-Favoured-Nation Treatment);
(d) Article 10.3 (Market Access); or
(e) Article 10.9 (Local Presence).