Joint ventures without legal personality are more often referred to as contractual joint ventures. The main difference between a registered joint venture and a non-match joint venture is that, in the case of a joint venture without its own legal personality, there is no legal entity of its own. A non-EU joint venture is made up of an agreement, for example. B a joint enterprise agreement, a partnership or cooperation agreement. The parties to a joint venture without legal personality fulfil and fulfil their respective missions, obligations and obligations within the framework of the joint venture, in accordance with the conditions set out in the relevant agreement. An example of a joint venture in Malaysia is the creation of Mazda Malaysia Sdn Bhd. This SPV was concluded by a joint enterprise agreement between Mazda Motor Corporation and Bermaz Motor Sdn Bhd on September 11, 2012. The main objective of the joint venture was to strengthen Mazda`s local assembly and manufacturing operations in Malaysia. The incentive agreement between the parties to a joint venture without a legal personality is structured most years on the basis of the contributions of their respective partners to the joint venture.
Similarly, each partner is responsible for debt and liabilities on the basis of the share of its contributions. An attractive advantage for a joint venture without legal personality is that the joint venture, without its own legal personality, can constitute a short-term agreement between the parties, unlike a registered joint venture, usually structured in the longer term between the parties to achieve the objectives of the registered joint venture. In a joint venture without its own legal personality, the parties are not required to organize or integrate their own legal entity. Instead, the joint venture is created between the parties through a contract or agreement commonly known as the Joint Enterprise Agreement (JVA). The parties to the AIC meet their obligations under the joint venture, on the basis of the conditions agreed in the AIC. Parties should consider appointing a legal expert to have the parties to a proposed joint venture referred to interim diligence to avoid future setbacks. This essentially minimizes future risks and promotes transparency between all parties to the joint venture. There is always the possibility of litigation arising from a joint venture.
Therefore, parties to a joint venture should always carefully consider and agree on the nature of dispute resolution. In most cases, the first attempt to resolve a dispute is through negotiation or mediation, and if such an attempt fails, the parties may decide to refer the dispute either to an arbitration tribunal or to a court. Parties to a joint venture should be associated with an SPV for the following commercial projects: in a joint enterprise agreement, the parties should also be aware of their role and responsibilities in the implementation of each business project, in order to avoid any dispute. Parties to a joint venture generally consider their assets to contribute to the joint venture in order to help the joint venture achieve its objective. In addition, most joint ventures involve the development of a product by the joint venture, which can have value for each party to the joint venture. A detailed and precise clause defining the respective ownership of this intellectual property is essential to protect the rights of all parties to the joint venture. This concept also applies to the extent to which parties can use any intellectual property outside the joint venture. In the case of cross-border joint ventures as well, it is essential that the joint venture agreement establish the rules and jurisdictional laws that govern the joint venture in the event of a dispute. The contracting parties of a joint venture under various legal systems should, when selecting the parties to a joint venture,