Joint Venture Agreement (Real Estate) Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes and regulates a joint venture between two or more parties for real estate investment, development, or management purposes in Switzerland. The agreement addresses key aspects including ownership structure, capital contributions, profit sharing, management rights, and operational responsibilities, while ensuring compliance with Swiss regulations including Lex Koller for foreign investors. It incorporates specific provisions for real estate transactions, cantonal requirements, and Swiss corporate law, providing a framework for long-term collaboration in real estate projects.

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What is a Joint Venture Agreement (Real Estate)?

The Joint Venture Agreement (Real Estate) is a crucial document used when two or more parties wish to collaborate on real estate projects in Switzerland. This agreement is particularly important in the Swiss context due to specific regulatory requirements, including Lex Koller restrictions on foreign ownership and cantonal property laws. The document structures the entire relationship between the parties, covering aspects from initial capital contributions to project development, management, and eventual exit strategies. It is commonly used for both commercial and residential developments, requiring careful consideration of Swiss corporate law, property regulations, and tax implications. The agreement must be tailored to comply with both federal and cantonal requirements while protecting the interests of all parties involved in the joint venture.

What sections should be included in a Joint Venture Agreement (Real Estate)?

1. Parties: Identification of the joint venture partners, including full legal names, registration details, and addresses

2. Background: Context of the joint venture, including the purpose, objectives, and brief description of the real estate project

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules

4. Formation of Joint Venture: Details of the JV structure, legal form, and registration requirements under Swiss law

5. Property Details: Specific details of the real estate property/properties involved, including legal descriptions and land registry information

6. Capital Contributions: Specification of initial and future capital contributions, including property contributions and valuations

7. Ownership and Profit Sharing: Distribution of ownership interests, profit sharing arrangements, and loss allocation

8. Management and Control: Governance structure, decision-making processes, and management responsibilities

9. Development and Operation: Plans for property development, operation, and management

10. Financial Matters: Financial management, accounting principles, and reporting requirements

11. Transfer Restrictions: Limitations on transfer of interests and property, including pre-emptive rights

12. Term and Termination: Duration of the joint venture and circumstances for termination

13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law

14. General Provisions: Standard boilerplate clauses adapted to Swiss law requirements

What sections are optional to include in a Joint Venture Agreement (Real Estate)?

1. Lex Koller Compliance: Required when any joint venture partner is a foreign person or entity, detailing compliance with foreign ownership restrictions

2. Development Agreement: Include when the joint venture involves new construction or significant renovation work

3. Property Management: Required when the joint venture will manage rental properties

4. Environmental Provisions: Include when dealing with properties that may have environmental concerns or requirements

5. Financing Arrangements: Required when external financing will be used for the project

6. Tax Structure: Detailed tax planning section when complex tax structures are involved

7. Exit Strategy: Detailed provisions for exit mechanisms when partners require specific exit options

8. Intellectual Property: Include when the joint venture involves branding or property-related IP rights

What schedules should be included in a Joint Venture Agreement (Real Estate)?

1. Property Schedule: Detailed description of all properties including land registry details, encumbrances, and current usage

2. Capital Contributions Schedule: Detailed breakdown of each partner's capital contributions, including valuation reports

3. Business Plan: Detailed business plan including development timeline, budget, and financial projections

4. Management Structure: Organizational chart and detailed management procedures

5. Due Diligence Reports: Summary of technical, legal, and financial due diligence findings

6. Required Permits: List of required permits and their status, including Lex Koller permits if applicable

7. Property Plans: Architectural plans, site plans, and development drawings

8. Service Agreements: Forms of property management, development, or other service agreements

9. Insurance Requirements: Detailed insurance specifications and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Switzerland

Publisher

Genie AI

Cost

Free to use

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