Joint Venture Agreement Template
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10JOINT VENTURE AGREEMENT
Parties to a joint venture usually intend to acquire and hold a business interest in common and to
finance such business interest. They can do so under the form of a company without legal
personality or under the form of a company with legal personality. A company under Belgian law
is incorporated by an agreement whereby two or more parties agree to put something in common
with the intention to carry out one or more precisely defined activities and with a view to providing
the shareholders with a direct or indirect benefit.
The choice of a company avoids the necessity of numerous separate agreements, keeps the
legal title to the business interest in a simple and practicable form, facilitates the collection and
distribution of profits accruing under the business interest and allows for the governance of the
joint venture. A company with legal personality has the additional advantage of a common
interest distinct from the shareholders.
For a joint business enterprise which does not have legal personality, parties have the choice
between a partnership (“maatschap/société de droit commun”), a temporary commercial company
(“tijdelijke handelsvennootschap/société momentanée”) and a company in participation (“stille
handelsvennootschap/société interne”). It is also possible to establish a joint venture under the
form of an economic interest grouping (“economisch samenwerkingsverband/groupement
d’intérêt économique”) which is regulated by Book XIV of the Company Code. The activities of
this type of joint venture must be related to the activities of its members and must not be more
than ancillary to these activities. All of these types of joint business enterprises are not covered in
this model.
This model agreement is for the formation of a joint venture with distinct legal personality in the
form of a limited company (“naamloze vennootschap/société anonyme”) whereby one partner has
a majority shareholding of 51%.
THIS AGREEMENT IS MADE AND ENTERED INTO
between
__________, a limited liability company organised and existing under the laws of _______ having
its registered office at __________ [address], and registered at __________ under number
__________ (the “Party 1”)
and
__________, a limited liability company organised and existing under the laws of ____________,
having its registered office at __________ [address], and registered at _________ under number
__________ (the “Party 2”).
The parties are individually referred to as a “Party” and also collectively as the “Parties”.
WHEREAS Party 1 is active in __________ [describe activities], as further identified in
__________ [describe document] as attached hereto as Annex I (the “Business”);
WHEREAS Party 2 is active in __________ [describe activities], and is interested to enter into a
joint venture with Party 1 to further operate and expand the Business;
WHEREAS The Parties have determined that it is in the best interest of their respective
shareholders to engage in the Business through a joint venture and to enter into this Agreement
with a view to establishing a joint venture company (hereinafter the “JVC” or the “Company”),
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