This flexibility includes the ability for the parties to agree on the law governing their contractual agreement. As a general rule, two options are considered: either the joint venture agreement is subject to the law in which the project is to be delivered, in order to be aligned with the law applicable to the main contract; or the parties can agree on a neutral right (for example. B Swiss law or English law). The joint venture sector, in particular the registered and unincorporated joint venture, is regulated by the state. In practice and for the purposes of the article, we discuss a registered and unincorporated joint venture only because it refers to the laws of the State of Florida. It is important to note, however, that much of the debate generally applies to joint ventures in other countries. The difference between the registered joint venture and the unincorporated joint venture is that the joint venture, without its own legal personality, is not required to organize itself as a separate legal entity. Instead, the non-EU joint venture is created by contract – the joint enterprise agreement. The joint venture, without its own legal personality, has no legal rules or paradigm existing between shareholders or owners, management and the board of directors. Therefore, all rules relating to conflicts of interest, management of shareholders or the management of the joint venture without legal personality must be defined in an agreement. This can be an extremely difficult challenge, as it is difficult, at the beginning of the joint venture, to predict what can go wrong for owners and it takes time to adapt and adapt to the way a joint venture operates without a legal personality.
However, if you are considering a joint venture without a legal personality, you are working with an experienced lawyer in joint ventures to ensure that the appropriate administrative procedures and contractual conditions are defined in the joint venture agreement. On the other hand, the joint venture under contract will require much less formality, since it does not need to be registered, there will be no statutes in addition to the joint enterprise agreement and there will be no separate license to be obtained. First of all, I wanted to mention a point that is perhaps unusual: many of our upstream oil and gas joint ventures operate internationally, so that their investors operate in a number of countries, while the asset is in another country (which certainly applies to my work in Kazakhstan). One of the things that I find the most culturally difficult when it comes to regulating shareholder management and joint venture management is simply cultural expectations of law, which does what. One of the things that attracts me to a registered corporate company when you talk about a company or an international consortium is that people already know the idea of a limited liability company and the relationship between shareholders, management and board members. It takes a little longer to adapt and adapt to the operation of a joint venture without a business – there are no pre-existing rules or paradigms between shareholders, management and the Board of Directors. This can cause all kinds of problems, at least in the early days. If we also look at some of the jurisdictions in which we operate, the rules for limited companies and limited companies are already defined. These rules have most likely evolved from the Western code – and everyone has become familiar with these rules throughout his corporate and legal career.
In this regard, the parties agree to cooperate using their existing business structures without creating a new entity. For example, two companies may decide to cooperate in an attempt to secure a new project. If they do not associate a new company with this company, this agreement would constitute a joint venture without legal personality. One of the common characteristics of joint ventures without legal personality is that there are often far fewer laws in this area and that it is generally of a high standard.