Page 349 - Regional Comprehensive Economic Partnership (RCEP)

(ii) bonds, debentures, loans, and other debt For the purposes of the definition of investment in this
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instruments of a juridical person and rights derived subparagraph, returns that are invested shall be treated as
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therefrom; an investment and any alteration of the form in which
assets are invested or reinvested shall not affect their
(iii) rights under contracts, including turnkey, character as an investment;
construction, management, production, or revenue-
sharing contracts; (d) investor of a non-Party means, with respect to a Party,
an investor that seeks to make, is making, or has made
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(iv) intellectual property rights and goodwill, which are an investment in the territory of that Party, that is not an
recognised pursuant to the laws and regulations of investor of a Party;
the host Party;
(e) investor of a Party means a natural person of a Party or
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(v) claims to money or to any contractual performance a juridical person of a Party that seeks to make, is making,
related to a business and having financial value; or has made an investment in the territory of another Party;
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(vi) rights conferred pursuant to the laws and (f) juridical person means any entity constituted or
regulations of the host Party or contracts, such as organised under applicable law, whether or not for profit,
concessions, licences, authorisations, and permits, and whether private or governmental, including any
including those for the exploration and exploitation corporation, trust, partnership, joint venture, sole
of natural resources; and proprietorship, association or similar organisation, and a
branch of a juridical person; 10, 11, 12
(vii) movable and immovable property, and other
property rights, such as leases, mortgages, liens, or (g) juridical person of a Party means a juridical person
pledges. constituted or organised under the law of that Party, and a
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The term “investment” does not include an order or
judgment entered in a judicial or administrative action or an
arbitral proceeding.

8 For greater certainty, the Parties understand that an investor “seeks to make” an
investment when that investor has taken concrete action or actions to make an
investment. Where a notification or approval process is required for making an
investment, an investor that “seeks to make” an investment refers to an investor that
4 A loan issued by a Party to another Party is not an investment. has initiated such notification or approval process.

5 Some forms of debt, such as bonds, debentures, and long-term notes, are more likely 9 For greater certainty, the Parties understand that an investor “seeks to make” an
to have the characteristics of an investment, while other forms of debt, such as claims investment when that investor has taken concrete action or actions to make an
to payment that are immediately due and result from the sale of goods or services, are investment. Where a notification or approval process is required for making an
less likely to have such characteristics. investment, an investor that “seeks to make” an investment refers to an investor that
has initiated such notification or approval process.
6 For greater certainty, investment does not mean claims to money that arise solely
from: 10 For greater certainty, a branch of a juridical person does not have any right to make
any claim against any Party under this Agreement.
(a) commercial contracts for the sale of goods or services; or
11 For greater certainty, the inclusion of a “branch” in the definition of “juridical person”
(b) the extension of credit in connection with such commercial contracts. is without prejudice to a Party’s ability to treat a branch under its law as an entity that
has no independent legal existence and is not separately organised.
7 For greater certainty, market share, market access, expected gains, and opportunities
for profit-making are not, by themselves, investments. 12 A branch of a legal entity of a non-Party shall not be considered as a juridical person
of a Party.

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