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Jv Agreement (Real Estate)

Jv Agreement (Real Estate) Template for Netherlands

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Key Requirements PROMPT example:

Jv Agreement (Real Estate)

"I need a JV Agreement (Real Estate) under Dutch law for a joint venture between our development company and a pension fund investor, for developing a mixed-use property in Amsterdam, with construction starting in March 2025 and 60-40 ownership split."

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Document background
The JV Agreement (Real Estate) is a crucial document used when two or more parties wish to combine their resources, expertise, and capital for real estate ventures in the Netherlands. This agreement is particularly relevant for large-scale property developments, portfolio acquisitions, or long-term real estate investment projects where parties seek to share risks and rewards. The document must comply with Dutch legal requirements, including the Dutch Civil Code (Burgerlijk Wetboek) provisions on partnerships and real estate transactions. It typically includes comprehensive details about property assets, development plans, management structures, and exit strategies, while addressing specific Dutch regulatory requirements such as environmental permits, zoning laws, and real estate transfer taxes. The agreement is essential for establishing clear governance structures and protecting all parties' interests in complex real estate joint ventures.
Suggested Sections

1. Parties: Identification of the JV partners and their legal details

2. Background: Context of the JV formation, including business rationale and objectives

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement

4. Formation of Joint Venture: Legal structure of the JV, establishment details, and registration requirements

5. Purpose and Scope: Detailed description of JV's business objectives and permitted activities

6. Capital Contributions: Details of initial and future contributions (cash, property, assets) from each partner

7. Ownership and Share Capital: Shareholding structure, share classes, and related rights

8. Property Details: Specific information about the real estate assets involved

9. Management and Control: Governance structure, board composition, and decision-making processes

10. Business Plan and Budget: Operating framework and financial planning requirements

11. Distribution Policy: Profit sharing, dividend policy, and distribution mechanisms

12. Transfer Restrictions: Limitations on transfer of interests and share transfer mechanisms

13. Exit Provisions: Terms for exit including put/call options, tag-along, and drag-along rights

14. Deadlock Resolution: Procedures for resolving management deadlocks

15. Confidentiality: Protection of confidential information and trade secrets

16. Term and Termination: Duration of the JV and grounds for termination

17. Governing Law and Dispute Resolution: Choice of Dutch law and dispute resolution mechanisms

18. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

Optional Sections

1. Development Plan: Required if the JV involves property development, detailing construction and development specifications

2. Property Management: Include when the JV will manage existing properties, detailing management responsibilities and standards

3. Financing Arrangements: Required if external financing will be sought, detailing funding arrangements and security structures

4. Environmental Matters: Include for properties with potential environmental issues or when development is planned

5. Employee Matters: Required if the JV will have employees or transfer existing employees

6. Intellectual Property: Include if the JV involves branded properties or unique property management systems

7. Tax Matters: Detailed tax provisions required for complex cross-border structures or specific tax arrangements

8. Anti-Corruption Compliance: Required for international JVs or when involving public sector entities

Suggested Schedules

1. Property Schedule: Detailed description of real estate assets, including title information and encumbrances

2. Initial Business Plan: Detailed business strategy and objectives for first 3-5 years

3. Capital Contributions Schedule: Detailed breakdown of each partner's initial and committed contributions

4. Shareholders Agreement: Detailed shareholders' rights and obligations if JV is structured as a company

5. Financial Model: Projections, valuations, and financial assumptions

6. Property Management Agreement: If applicable, terms for property management services

7. Development Budget: If applicable, detailed construction and development costs

8. Reserved Matters: List of decisions requiring special approval

9. Form of Shareholder Loan Agreement: Template for any shareholder financing arrangements

10. Technical Due Diligence Reports: Property condition assessments and technical surveys

11. Environmental Reports: Environmental assessment and compliance reports

12. Service Charge Budget: For income-producing properties, breakdown of operating costs and service charges

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 | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounting Period
Additional Capital Contribution
Affiliate
Annual Budget
Articles of Association
Asset Management Agreement
Board
Business
Business Day
Business Plan
Call Option
Capital Account
Capital Contribution
Commencement Date
Completion
Confidential Information
Construction Contract
Control
Deadlock
Development Plan
Development Property
Distribution
Drag-along Notice
Drag-along Right
Encumbrance
Environmental Law
Exercise Notice
Exit Event
Fair Market Value
Financial Year
Force Majeure
Group
Holding Period
Initial Business Plan
Initial Capital Contribution
Investment Committee
Investment Period
Joint Venture
JV Company
Key Person
Lease Agreement
Lender
Management Agreement
Managing Partner
Material Adverse Change
Member
Net Asset Value
Notary
Operating Costs
Parent Company
Permitted Transfer
Planning Permission
Project
Property
Property Management Agreement
Property Manager
Put Option
Qualified Appraiser
Related Party
Reserved Matters
ROFR Notice
Senior Lender
Share Capital
Share Transfer
Shareholder Loan
Shareholders
Shareholders Agreement
Subscription Price
Tag-along Notice
Tag-along Right
Target IRR
Tax
Term
Territory
Third Party
Transfer
Valuation
Voting Rights
Winding Up
Clauses
Formation and Structure
Capital Contributions
Share Capital
Property Transfer
Development Rights
Management and Control
Business Planning
Decision Making
Reserved Matters
Financial Arrangements
Profit Distribution
Transfer Restrictions
Pre-emption Rights
Tag Along Rights
Drag Along Rights
Put and Call Options
Property Management
Development Obligations
Environmental Compliance
Zoning Compliance
Cost Sharing
Financing Obligations
Information Rights
Reporting Requirements
Non-Competition
Confidentiality
Intellectual Property
Tax Matters
Insurance
Force Majeure
Deadlock Resolution
Default
Termination
Exit Mechanisms
Anti-Corruption
Representations and Warranties
Indemnification
Assignment
Notices
Governing Law
Dispute Resolution
Amendment
Entire Agreement
Severability
Third Party Rights
Relevant Industries

Real Estate Development

Commercial Property

Residential Property

Industrial Property

Retail Property

Hospitality

Mixed-use Development

Infrastructure

Property Management

Construction

Asset Management

Investment Management

Urban Development

Relevant Teams

Legal

Real Estate

Investment

Finance

Development

Risk Management

Corporate Development

Operations

Asset Management

Portfolio Management

Acquisitions

Construction

Commercial

Compliance

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Real Estate Development Director

Investment Director

Legal Counsel

Property Director

Asset Manager

Development Manager

Investment Manager

Risk Manager

Construction Manager

Portfolio Manager

Joint Venture Manager

Real Estate Acquisitions Manager

Corporate Development Director

Head of Real Estate

General Counsel

Commercial Director

Finance Director

Operations Director

Industries
Dutch Civil Code (Burgerlijk Wetboek) - Book 2: Contains provisions regarding legal entities and corporate structures, essential for establishing the JV entity and governing relationships between partners
Dutch Civil Code (Burgerlijk Wetboek) - Book 5: Covers property law (ownership and other rights in rem) which is crucial for real estate transactions and ownership structures
Dutch Civil Code (Burgerlijk Wetboek) - Book 6: General provisions of contract law that govern the contractual relationships between JV partners
Dutch Civil Code (Burgerlijk Wetboek) - Book 7: Specific contracts provisions, including those related to purchase agreements and service agreements that might be relevant for the JV
Wet op de vennootschapsbelasting 1969: Corporate Income Tax Act, crucial for understanding tax implications of the JV structure and real estate investments
Wet op belastingen van rechtsverkeer: Real Estate Transfer Tax Act, relevant for property acquisitions within the JV
Wet ruimtelijke ordening: Spatial Planning Act, essential for understanding zoning regulations and development possibilities
Wet algemene bepalingen omgevingsrecht (Wabo): Environmental Permitting Act, relevant for construction and development activities
Kadasterwet: Land Registry Act, governing the registration of real estate and related rights
Wet ter voorkoming van witwassen en financieren van terrorisme (Wwft): Anti-Money Laundering and Anti-Terrorist Financing Act, relevant for real estate transactions and partner due diligence
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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