Joint ventures represent one of the most relevant forms of collaboration between companies, particularly in scenarios involving international expansion, the development of new products or the execution of large-scale projects. This type of partnership allows companies to share risks, optimise resources and benefit from operational and strategic synergies.
What is a joint venture?
A joint venture may be defined as a cooperation agreement between two or more entities that decide to combine their efforts in pursuit of a common objective, while maintaining their legal and economic autonomy. It is a flexible solution that can be tailored to the specific needs of each project and is widely used in sectors requiring high levels of investment or technical expertise.
Types of joint venture
From a legal perspective, two main types can be distinguished: (i) contractual joint ventures, in which the relationship between the parties is structured through contracts, without the creation of a new legal entity; and (ii) corporate joint ventures, where the partners establish a special purpose vehicle, through which the business is carried out, with participation in the share capital.
The choice between these structures will depend on factors such as the duration of the project, the desired level of integration and the applicable operational and regulatory requirements.
Regardless of the structure adopted, experience shows that the success of a joint venture depends, to a large extent, on the clarity and precision with which the terms of cooperation are defined. Key legal aspects to consider include: (i) the definition of the scope and purpose of the joint project; (ii) the contributions of each partner, whether financial, technical or operational; (iii) governance and decision-making mechanisms, including voting rights and reserved matters; (iv) financing arrangements and profit distribution; (v) rules governing the entry and exit of partners; and (vi) dispute resolution mechanisms and potential termination of the partnership.
In practice, these elements are typically set out in joint venture agreements, shareholders’ agreements and other legal instruments governing the operation of the partnership.
Joint ventures continue to establish themselves as a strategic solution for the implementation of complex business projects, enabling companies to combine capabilities and access new market opportunities while maintaining a shared risk structure. Experience demonstrates that a robust legal framework from the outset is essential to ensure the stability and long-term success of the partnership.
At Belzuz Abogados, S.L.P., we have a specialised team in Commercial and Corporate Law, ready to advise companies on the structuring, negotiation and ongoing management of joint ventures, ensuring efficient legal solutions tailored to each project.