Global Infra Ltd., an Indian entity, is in the process of drafting a joint venture agreement for forming joint venture (JV) with a foreign company based out of Singapore to expand its business outside India. Advise on th

CS Executive · Setting up of Business Entities and Closure · PYQS · December 2018
Global Infra Ltd., an Indian entity, is in the process of drafting a joint venture agreement for forming joint venture (JV) with a foreign company based out of Singapore to expand its business outside India. Advise on the key issues which parties to the agreement should consider while drafting the JV agreement.

Answer & Explanation:

Some of the key issues which must be kept in mind while drafting and finalizing the JV agreement are as follows which are indicative and not exhaustive: The business of the new company / LLP. Manner and extent to which resources (financial, manpower, technology etc) will be brought in. Provisions relating to allotment and transfer of shares. Constitution of the Board of directors / designated partners. Manner in which decision making will take place (majority vote or consensus?). Decision regarding the Chairman and Managing Director of the entity, their rights, duties and responsibilities. Persons responsible for managing finances, marketing, production etc. Dividend distribution policy. Term of office of the nominated directors, the manner of their appointment and changes among them. Valuation of the company at the time of separation. Dispute resolution mechanism. Therefore, Global Infra Ltd, has to keep in mind the above points while drafting the Joint Venture Agreement.

Topics: Joint Venture

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