Incorporated Joint Venture Agreement

This Packet Includes:

1. Description and Instructions

2. Incorporated Joint Venture Agreement

Description and Instructions

Incorporated Joint Venture Agreement

A Joint Venture Agreement is a legal document by which two or more entities can combine to do business together or undertake an economic activity together. The parties agree to create a new entity by both contributing equity, and they then share in the revenues, expenses, and control of the enterprise in the proportion of their capital contribution. The venture can be for one specific project only, or a continuing business relationship.

In India, the joint venture contracts vary with respect to both the objective of the joint venture and its joint implementation. As a result, there exist two types of joint venture model contracts: the first in view of creating a company; the second in view of cooperation without creating a company. These are applicable to different situations. The joint venture agreement below is a contract for a joint venture specific to a project or a common economic purpose wherein the incorporation or forming an entity is undertaken. Such an agreement is generally known as Joint Venture Shareholder’s Agreement or an Incorporated Joint Venture Agreement. This is a model to create one or more joint venture companies, which are legal entities established to carry out a common activity. In this case, the Joint Venture agreement helps to prepare the creation of a company in India. In addition to the joint venture agreement, the cooperation of the parties requires further legal instruments, usually articles of incorporation of the company, by-laws and a shareholders’ agreement.

Basic legal documents for establishing such a Joint Venture agreement are likely to be:

a) a Joint Venture/ Shareholders’ Agreement; and

b) the Memorandum and Articles of association of the joint venture company.
The purpose of a shareholders’ agreement will be to establish the basic rights and obligations of the parties and to ensure the company and its business are established and run in accordance with the participants’ objectives.

Once a joint venture partner is selected generally a Memorandum of Understanding or a Letter of Intent is signed by the Parties highlighting the basis of the future Joint Venture Agreement.

Before signing the Joint Venture Agreement, the terms should be thoroughly discussed and negotiated to avoid any misunderstanding at a later stage.

DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney / solicitor / lawyer can provide legal advice.  An attorney / lawyer / solicitor should be consulted for all serious legal matters.  No Attorney-Client / Solicitor-Client / Lawyer-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.”  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 

The purchase and use of these forms is subject to the “Disclaimers and Terms of Use” found at www.findlegalforms.com .