Submitted by: Navdeep Lather Payal Bardan

The

frameworks has been created by the Brunei Economic Development Board (BEDB) It illustrates the typical structure for creating a business joint venture.

 Parties

companies - The parties to a joint venture agreement (JVA) can be individual Dates - the parties may want to sign a commencement date when the JVA becomes effective Recitals- the JVA gives a brief background to the respective parties to the JVA including their business activities and what they will bring in joint venture.

The JVA specifies the that all the parties will jointly incorporate a joint venture company for the purpose of business Parties shall agree to joint venture in accordance to the terms set out in the JVA All parties shall agree that once the JVA is formed , that they will do everything necessary to ensure that the JVCo will be bounded by the JVA

 The

parties shall define in the JVA the type of business they have agreed for JVACo to carry out. The parties may also leave open the possibilities that the JVCo may enter into other areas of the business without invalidating the JVA if all the shareholder agree. JVA should also state clearly that the JVCo shall operate in a proper, efficient and ethical manner and to be as profitable as possible for its shareholder.

The

 The

parties should agree to the division of labour to set up the JV. Contributions such as : land provision of infrastructure, license, concession, intellectual property rights, marketing channel, etc. contributions are viewed as minimum obligations.

Critical

 It

should authorize share capital and the number of shares to be issued companies should agree to a particular sharing formula should reserve certain matters to be decided in the shareholder meeting. These meetings are required annually by law but the parties should also agree on the procedure for the meeting.

The

Parties

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parties should agree on the initial no. of directors in the JV and the appointment of chairman and secretaries must be specified by the parties with regard to the appointment removal registration and replacement of directors

Rules

Funding: the company should be funded by an combination of equal capital by the shareholder
Subsequent fund raising: parties should agree to raise additional capital Non monetary contribution: It is when a party comes into JV not as a paying investor because it brings with it certain assets like license, existing contacts, land etc. Financial procedure: Parties should agree as much as possible including budgets, levels and limits of delegated financial authorities etc.

 Restriction

on transfer

Withdrawal:

the parties should specify the condition for doing and the needs to determine the rights of the withdrawing party of shares as collateral

Use

 Duration:

specify the purpose and the period

of time
Termination:

the situation should be determined at which the JV would automatically terminate for termination: the procedure would include an agreed time period and steps to allow the in default to remedy the situation

Procedure

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parties should agree to certain undertaking to keep all confidential information, commercially sensitive information and deliberations between the parties in forming the JV confidential.

THANK YOU