Mine Partnership Agreement

The registered joint venture is attractive from a liability point of view, since liability should be limited to the joint venture company rather than the shareholders. The form of enterprise may also be attractive if the interests of the company`s partners are not expected to be fully coordinated, as company rules will generally facilitate confrontation between shareholders (although in some cases the protection of corporate rights may erode this situation). The registered business form requires the creation of a separate company, which will be the main vehicle of the joint venture, which probably owns all the project resources and which can operate the project on a daily basis (with the help of a management team made up of MPs from one or more participants in the joint venture). Each partner of the joint venture is a shareholder in the joint venture company and the joint enterprise agreement must respect the provisions of the company`s statutes in the jurisdiction in which the joint venture company is registered. A limited partnership consists of a compleoder and at least one sponsor. As long as the sponsors do not participate in the active management of the limited partnership, their liability is limited to their paid-up capital (while the company becomes indefinite). In practice, the kompleoder will often be a company and sponsors the exclusive shareholders of Kompleiten, who appoint the companion`s board of directors. From a tax point of view, the essential advantage of the form of the company is that it is treated fiscally as a transit unit and that profits and losses are paid to the partners. This structure allows the partners of the joint venture to obtain the benefits of limited liability (as in the integrated model) while allowing for a more efficient tax system. A joint venture based on limited partnerships is a hybrid approach that is exclusively a creature of a statute, which depends on the jurisdictional partnership provisions in which the partnership is established.

While it is probably the most complex and expensive entity (which requires a single limited partnership agreement in its own right and often a separate shareholder pact for the cooperation partner), it may, if properly structured, offer similar flexibility and tax benefits to a joint venture without its own legal personality, while alleviating some of the disadvantages contained in the form taken. , while providing limited liability protection. A non-corporatized joint venture is the simplest, fastest and generally cheapest form of the joint venture structure; it is a creation of a contract in which the joint enterprise agreement regulates all aspects of the project and the relations between the partners of the joint venture. The ownership structure is based on the common economic interests of each partner of the joint venture in the assets of the joint venture (with a legal title, either by a partner of the joint venture or by a legal company owned between them). This means in practice that where one aspect of the business relationship is not set out in the joint enterprise agreement, the parties cannot rely on corporate or common law to fill a gap and a dispute is more likely.