1 Method of Accounting followed
Separate set of books
Same set of books
2 Legal Structure of the New Business
Determine the Scope of Business as per the agreement
Determine the duration of the Business/ agreement
3 Governing Structure
Percentage of ownership in the Joint Venture as per the agreement
Cooperation by the parties at operating level as per the agreement
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4 Management and Staffing
The CEO (should come from one of the parents but be able to win both parents’
confidence)
Board of Directors (total number, number of appointees of each parent, frequency
of meetings)
Governance policies (regulatory compliance, board policies)
Other key positions (who appoints what members of the management team and
responsibilities for each position)
Expatriates (legal, living and working arrangements)
Delegation of authority, reporting structure
5 Funding
Form of investment (know-how, technology, brand equity, equipment, land,
cash and so on)
Total investment and/or capital contribution by the co-venturers
Analyze the cash call process and ensure funding adequately matches the
operation needs without material surplus
Ensure project assets and costs are adequately managed, controlled
and reported
6 Technology and Intellectual Property Transfer
Technology transfer (patents, copyrights, know-how, trade secrets)
Specifics on technology to be transferred
Training and technical assistance
7 International Business Procedures
Requirements for local or imported raw materials and components
Foreign currency requirements (AS-11 Compliance)
Taxes and import duties
Regulatory approval process (cost, timing requirements)
8 Contracted Services
Product/service development
Marketing support
9 Revenue Sharing
Dividend policy
Royalties or transfer fees
Assets
10 Fixed Assets
Get the list of the assets of the joint venture and approvals from the concerned
co-venturer.
Check the Fixed asset register
Assets are properly managed as per the agreement
The ownership of the assets
Depreciation is charged properly for the assets.
Valuation of the asset at the termination of joint venture
Ensure project assets and costs are adequately managed, controlled
and reported
Insurance coverage is appropriate
11 Expenses
Ensure billed charges are in compliance with the operating agreement and
supported by adequate documentation
Ensure unrelated costs have not been charged to the project
Determine whether all vendor credits for deposits, refunds and returns have
been appropriately reflected in net project costs
12 Statutory Compliance
Ensure goods, services and applicable taxes are paid in a timely manner
13 Check List for Joint Venture Agreement
Applicable law.
Force Majeure
Holding shares
Transfer of shares
Board of Directors
General meeting.
CEO/MD
Management Committee
Important decisions with consent of partners
Dividend policy
Funding
Access.
Change of control
Non-Compete
Confidentiality
Indemnity
Assignment.
Break of deadlock
Termination
Security and confidentiality
Legal compliance
Fees and payment terms
Proprietary rights
Auditing rights
Events of Defaults and Addressing
Dispute Resolution Mechanism
Time limits
Location of Arbitration
Number of Arbitrators
Interim measures/Provisional Remedies
Privacy Agreement
Non-compete Agreement
Confidentiality Agreement
Rules Applicable
Appeal & Enforcement
Be aware of local peculiarities
Survival terms after the termination of the Joint Venture agreement
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