��������Ƶ

A Joint Venture Shareholders' Agreement spells out how two or more companies will run their shared business venture in the Philippines. It sets clear rules about ownership stakes, profit sharing, and how major decisions will be made - similar to a partnership agreement but specifically for corporate joint ventures.

The agreement follows Philippine Corporation Code requirements and covers crucial points like board representation, voting rights, and exit strategies. It protects all parties by establishing how they'll handle disputes, transfer shares, and manage day-to-day operations. Most Filipino businesses use this agreement to prevent misunderstandings and ensure smooth collaboration between local and foreign investors.

Use a Joint Venture Shareholders' Agreement when combining resources with another company in the Philippines to start a new business venture. This becomes essential before registering your joint venture with the Securities and Exchange Commission, especially when partnering with foreign investors under the Foreign Investments Act.

The timing is crucial - put this agreement in place during initial negotiations, before any major investments or operations begin. This helps prevent costly disputes later about management control, profit sharing, or strategic decisions. Many Philippine companies find this particularly valuable when entering regulated industries like manufacturing, real estate development, or technology services.

• Basic 50-50 Partnership: Most common in the Philippines, featuring equal ownership and control between two parties, with straightforward profit-sharing mechanisms.
• Multi-Party Structure: Used when three or more companies form a joint venture, requiring more complex voting and governance provisions.
• Majority-Minority Setup: One party holds controlling interest (usually 60-70%), while maintaining minority shareholder protections under Philippine law.
• Industry-Specific Format: Tailored for regulated sectors like banking or telecommunications, incorporating specific SEC and industry requirements.
• Foreign Investment Version: Modified to comply with Foreign Investments Act restrictions, often including special provisions for technology transfer and local content.

• Corporate Partners: Local and foreign companies entering the joint venture, who sign and are bound by the agreement's terms
• Corporate Lawyers: Draft and review the Joint Venture Shareholders' Agreement to ensure compliance with Philippine laws
• Board Members: Approve the agreement and oversee its implementation in line with corporate governance requirements
• Company Officers: Execute day-to-day operations according to the agreement's management provisions
• SEC Officials: Review the agreement during joint venture registration and ensure compliance with Philippine Corporation Code
• External Auditors: Monitor financial arrangements and profit-sharing mechanisms outlined in the agreement

• Business Details: Gather corporate documents, ownership structures, and SEC registrations of all participating companies
• Capital Structure: Define initial investments, asset contributions, and ownership percentages for each partner
• Management Plan: Outline board composition, voting rights, and key decision-making processes
• Operational Framework: Document day-to-day management responsibilities and reporting requirements
• Exit Strategy: Plan share transfer rules, buyout procedures, and dispute resolution methods
• Regulatory Compliance: Check Foreign Investments Act limits and industry-specific requirements
• Document Generation: Use our platform to create a legally-sound agreement that includes all mandatory elements

• Party Details: Complete legal names, addresses, and SEC registration numbers of all joint venture partners
• Ownership Structure: Clear breakdown of shareholding percentages and capital contributions
• Board Composition: Rules for director appointments, voting rights, and meeting procedures
• Reserved Matters: List of decisions requiring special majority or unanimous approval
• Share Transfer Rules: Pre-emptive rights, tag-along, and drag-along provisions
• Dispute Resolution: Arbitration procedures following Philippine ADR Law
• Exit Mechanisms: Deadlock resolution and buyout procedures
• Governing Law: Explicit statement on Philippine law jurisdiction

A Joint Venture Shareholders' Agreement differs significantly from a Joint Venture Agreement in Philippine business law. While they might sound similar, they serve distinct purposes in corporate partnerships.

• Corporate Structure: A Joint Venture Shareholders' Agreement specifically governs a registered corporation, while a Joint Venture Agreement can cover looser business collaborations without forming a separate legal entity
• Regulatory Requirements: Shareholders' agreements must comply with SEC regulations and the Corporation Code, whereas basic joint venture agreements have fewer formal requirements
• Scope of Coverage: Shareholders' agreements include detailed corporate governance provisions, share transfer restrictions, and board composition rules - elements not typically found in standard joint venture agreements
• Exit Mechanisms: Shareholders' agreements contain specific provisions for share valuation and transfer procedures, while joint venture agreements focus more on project completion and asset division