When a shareholder of the joint venture intends to sell its shares, the divestiture restrictions provided for in the shareholders` agreement and AoA come into play, which may take the form of a right of pre-emption (ROFR) or a first offer (ROFO). While the selling joint venture partner may have a ROFR and therefore the possibility of refusing the rightholder`s offer, the ROFO, and therefore the possibility of moving first, is generally valuable to the rightholder. A joint venture (JV) is a tactical partnership in which two or more persons or companies agree to invest goods, services and/or capital in a single business project. 11.2. Notwithstanding the foregoing, Members negotiate in good faith to agree on the terms of a provision satisfactory to both parties, which would replace the part of the provision deemed void or unenforceable. Yes, a « joint venture » is recognized in India as a legal concept in its own right. In accordance with the provisions of the Companies Act 2013, a joint venture is defined as a joint arrangement, with the parties who have common control of the agreement having the rights to their net assets. Joint ventures can be classified into the following categories. What are the typical Deadlock provisions contained in joint venture agreements in your jurisdiction? The joint venture should file its annual income tax return and withholding tax returns (if taxes have been withheld) quarterly. In addition, if the non-resident partners of the Joint Undertaking and the Joint Undertaking are considered to be SNEs, the Parties should meet certain additional compliance requirements in accordance with the TP rules, including the simultaneous maintenance of mandatory documents and the submission of a transfer pricing report to the tax authorities within the specified period. In addition, in order to avoid future conflicts, the parties to the COMPANY should include in the JV Agreement a provision stating that the parties will amend the MoA and the AoA accordingly if the AoA is inconsistent with the provisions of the JV Agreement. The Parties agree to keep secret all information communicated to them by another Party or the Joint Undertaking which is classified as confidential by the other Party or the Joint Undertaking or which is considered desirable. The parties also agree not to use this information for purposes other than those expressly provided for in this Agreement.
Choosing a good home partner is the most important tool for the success of a joint venture….