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Incorporated Joint Venture Agreement

Incorporated Joint Venture Agreement Template for Philippines

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Key Requirements PROMPT example:

Incorporated Joint Venture Agreement

"I need an Incorporated Joint Venture Agreement for a partnership between our Australian tech company (51% ownership) and a Philippine manufacturing company (49% ownership) to establish a semiconductor manufacturing facility in Manila, with operations planned to commence by March 2025."

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Document background
The Incorporated Joint Venture Agreement is a crucial document for businesses seeking to establish a formal partnership through a new corporate entity in the Philippines. This agreement type is particularly relevant when parties wish to combine resources, expertise, and market access while operating under Philippine jurisdiction. The document must comply with the Revised Corporation Code of the Philippines and various regulatory requirements, including foreign ownership restrictions in certain sectors. It is commonly used for large-scale investments, infrastructure projects, or when entering regulated industries where local partnerships are advantageous or required. The agreement covers essential aspects such as corporate formation, capital structure, governance mechanisms, operational control, profit sharing, and exit provisions, while addressing specific Philippine legal requirements and business practices.
Suggested Sections

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

2. Background: Context of the joint venture formation, including business objectives and parties' expertise

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

4. Formation of Joint Venture Company: Details of the new corporation's establishment, including name, registered office, and business objectives

5. Capital Structure: Share capital, initial contributions, and shareholding ratios of the parties

6. Subscription and Payment of Shares: Terms and conditions for share subscription, payment schedule, and share issuance

7. Corporate Governance: Board composition, voting rights, reserved matters, and management structure

8. Shareholders' Rights and Obligations: Key rights and responsibilities of the joint venture partners

9. Business Plan and Finance: Initial business plan, funding requirements, and financial management principles

10. Transfer of Shares: Restrictions on share transfers, right of first refusal, and tag-along/drag-along rights

11. Intellectual Property Rights: Ownership and licensing of IP brought into or developed by the joint venture

12. Confidentiality: Protection of confidential information and trade secrets

13. Non-Competition: Restrictions on competing activities by joint venture partners

14. Term and Termination: Duration of the agreement and circumstances for termination

15. Exit Mechanisms: Procedures for party exit, including share valuation and buyout provisions

16. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

17. General Provisions: Standard clauses including notices, amendments, and entire agreement

Optional Sections

1. Technical Services Agreement: Required when one partner provides specific technical expertise or services to the joint venture

2. License Agreements: Needed when intellectual property licensing is a key component of the joint venture

3. Management Services: Used when one partner will provide management services to the joint venture

4. Foreign Investment Provisions: Required when there are foreign investors, addressing specific regulatory requirements

5. Industry-Specific Regulations: Needed when the joint venture operates in a regulated industry (e.g., banking, mining, telecommunications)

6. Environmental Compliance: Required for joint ventures in industries with significant environmental impact

7. Employee Matters: Needed when there are specific arrangements for employee transfers or employment policies

8. Related Party Transactions: Required when ongoing business relationships with joint venture partners are contemplated

Suggested Schedules

1. Schedule 1 - Initial Business Plan: Detailed business plan including market analysis, operational strategy, and financial projections

2. Schedule 2 - Capital Contributions: Detailed breakdown of each party's initial and committed capital contributions

3. Schedule 3 - Articles of Incorporation: Draft Articles of Incorporation for the new joint venture company

4. Schedule 4 - By-Laws: Draft By-Laws of the joint venture company

5. Schedule 5 - Reserved Matters: List of decisions requiring special majority or unanimous approval

6. Schedule 6 - Initial Officers and Directors: List of initial appointments to key positions

7. Schedule 7 - Intellectual Property: Inventory of IP rights contributed by each party

8. Schedule 8 - Form of Shareholders Agreement: Template shareholders agreement for the joint venture company

9. Schedule 9 - Technical Requirements: Technical specifications and requirements for the joint venture's operations

10. Schedule 10 - Completion Requirements: Checklist of conditions precedent and completion 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 | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Articles of Incorporation
Board
Business
Business Day
Business Plan
By-Laws
Capital Contribution
Completion
Completion Date
Confidential Information
Control
Deadlock
Default
Directors
Effective Date
Encumbrance
Event of Default
Exercise Notice
Fair Market Value
Financial Year
Force Majeure
Group
Initial Business Plan
Initial Capital
Intellectual Property Rights
Joint Venture Company
Joint Venture Partners
Key Performance Indicators
Law
Material Adverse Change
Material Contract
Operation Date
Parties
Philippine Peso
Project
Related Party
Related Party Transaction
Reserved Matters
SEC
Share Capital
Shareholder Loan
Shareholders
Shares
Subscription Price
Subsidiary
Tag-Along Rights
Territory
Third Party
Transfer
Voting Rights
Clauses
Interpretation
Formation of Joint Venture Company
Capital Structure
Share Subscription
Corporate Governance
Board Composition
Reserved Matters
Management
Shareholder Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Capital Contributions
Funding
Distribution Policy
Business Planning
Financial Matters
Accounting and Audit
Intellectual Property
Non-Competition
Confidentiality
Related Party Transactions
Information Rights
Anti-Corruption
Regulatory Compliance
Force Majeure
Term and Termination
Events of Default
Exit Mechanisms
Deadlock Resolution
Dispute Resolution
Governing Law
Indemnification
Warranties
Assignment
Notices
Entire Agreement
Severability
Counterparts
Relevant Industries

Manufacturing

Real Estate Development

Infrastructure

Technology

Telecommunications

Mining and Natural Resources

Renewable Energy

Healthcare

Retail and Consumer Goods

Agriculture and Food Processing

Financial Services

Construction

Transportation and Logistics

Education

Tourism and Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Business Development

Executive Leadership

Risk and Compliance

Strategy

Operations

Mergers & Acquisitions

Corporate Governance

Project Management

Investment

Commercial

International Business

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Secretary

Business Development Director

Investment Manager

Legal Counsel

Corporate Lawyer

Finance Director

Project Manager

Commercial Director

Compliance Officer

Risk Manager

Strategy Director

Operations Director

Board Member

Joint Venture Manager

Integration Manager

Mergers & Acquisitions Director

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): Primary law governing the establishment, operation, and regulation of corporations in the Philippines. Essential for incorporating the joint venture as a new legal entity.
Foreign Investments Act of 1991 (Republic Act No. 7042, as amended): Regulates foreign investment participation and ownership limitations in Philippine corporations. Critical for determining ownership structure and restrictions.
Securities Regulation Code (Republic Act No. 8799): Governs the registration, trading, and reporting requirements for securities, including shares of the joint venture company.
Philippine Competition Act (Republic Act No. 10667): Ensures fair market competition and regulates anti-competitive practices. Relevant for joint venture arrangements that might affect market competition.
Anti-Dummy Law (Commonwealth Act No. 108, as amended): Prohibits the circumvention of nationality restrictions on certain economic activities through dummy arrangements.
Civil Code of the Philippines: Provides general principles of contract law and obligations that apply to the joint venture agreement.
Foreign Business Regulations (Various Administrative Orders): Various regulations from agencies like SEC, BOI, and other regulatory bodies governing foreign business operations.
National Internal Revenue Code: Governs taxation aspects of the joint venture, including corporate income tax, VAT, and other applicable taxes.
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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