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Starting a BusinessSunday, 03/20/2005, 07:12

Joint venture contract

Based on the Law on Foreign Investment in Vietnam and other relevant legal documents, the parties mentioned hereinafter have signed a joint venture contract to establish in the Socialist Republic of Vietnam a joint venture enterprise with the following contents and on the following terms
Join venture contract

 

Joint venture contract
 

JOINT VENTURE CONTRACT

Based on the Law on Foreign Investment in Vietnam and other relevant legal documents, the parties mentioned hereinafter have signed a joint venture contract to establish in the Socialist Republic of Vietnam a joint venture enterprise with the following contents and on the following terms:

A. Vietnamese party(ies)

1.      Name of company:

2.      Authorized representative:

Title:

3.      Head office:

Telephone:......................................... Fax:.......................

4.      Main business lines:

5.      Certificate of incorporation no:

Registered at: .............................Date:.........................

B. Foreign party(ies):

1 . Name of company or individual:

2.. Authorized representative:

Title:

Nationality:

3. Head office:

Telephone: ............................................Fax:...........................

4. Main line of business:

5. Certificate of incorporation no:

Registered at: .......................................Date:.........................

( Note: If any of the joint venture parties comprises more than one member, each member shall provide in full the above details. Each party shall appoint an authorized representative�)

Article 1

1.      The parties agree to establish the joint venture enterprise in the Socialist Republic of Vietnam with the purpose of : ( State in detail the objectives of production and business of the joint venture enterprise.)

2.      The name of the joint venture enterprise is : ����.(in Vietnamese); the transaction name of the joint venture enterprise in a commonly foreign language is:��

Article 2:

1.      Address of the joint venture enterprise:

o        Head office:

o        Main production factory/workshop

o        Branch(es)

o        Representative office(s)

2.      Production capacity: goods/services * in the year in which the production becomes stable.

o        Split into main and auxiliary products (if necessary).

3.      Products of the joint venture enterprise shall be marketed as follows:

o        Vietnamese market: ����% of products

o        Foreign markets:����% of product.

4.      Any other general undertaking of joint venture parties in relation to the implementation of the project such as the progress and the contents of the localization program for mechanical, electric and electronic products, and so forth.

Article 3

1.      The total invested capital of the enterprise is���

2.      The legal capital of the enterprise is ���.., to which:

a.       The Vietnamese party contributes �.accounting for��.% of legal capital, comprising:

         Cash���..

         Value of equipment, machinery:��..

         Value of technology transfer (if any):����..(Enclose technology transfer contract)

         Value of the land use right, factory, or other contributions in accordance with the Law on Foreign Investment:���.

b.The foreign party contributes��, accounting for���.% of legal capital, comprising:

       Cash���..

      Value of equipment, machinery:��..

      Value of technology transfer (if any):����..(Enclose technology transfer contract)

        Other contributions in accordance with the Law on Foreign Investment:���..

( In the case of a multi-party joint venture describe in detail the capital contribution percentage and method of contribution by each party.)

 

3.  Loans:

( Describe in detail the scale; the party responsible for arranging the loans; the conditions of loans, repayment, guarantee, and so forth.)

Article 4

The parties undertake to contribute their respective capital contributions fully and on time as follows: ( Describe in detail the schedule for legal capital contribution by each party.)

Article 5

Any party unable to complete the capital contribution schedule as agreed in article 4 shall have to inform the other party(ies) of the reasons therefore and the measures to be taken by the party in order to resolve the situation �.(days) in advance and shall provide compensation to the other party(ies) for losses (if any). The compensation rate shall be agreed by the parties; in case of disagreement, the decision shall be made by the judicial body or arbitration organization stipulated in article 10 of this contract.

Article 6

The duration of this joint venture contract is�. years, commencing from the date of issuance of the investment license. Any changes to this duration must be agreed by all parties and reported to the investment license issuing body for consideration and approval.

Article 7

Commencing from the date of issuance the investment license, this contract shall be implemented following the schedule below:

  • Construction: from month�

  • Equipment installation: from month�

  • Trial operation: from month,�

  • Official production: from month�.

Article 8

Other responsibilities of joint venture parties are stipulated as follows: (Allocate clearly the responsibilities of each party in the application for the investment license, entry visas, land rent, supply of electric power and water, finance, building materials, equipment, technology, markets, management, training, and so forth)

Article 9

After fulfilling all financial obligations to the State of Vietnam, the remaining profits and losses of the joint venture enterprise shall be shared in proportion to the capital contribution of each party, except where otherwise agreed by the parties in accordance with the law of Vietnam and provided for in the joint venture contract. The percentage of profits and losses shared by each joint venture party shall be specified.

Article 10

Any disputes between the parties related to or arising from the contract shall be resolved first through negotiation and conciliation. In cases where the parties in dispute cannot agree with each other, the dispute shall be referred to�..( State clearly the name and address of the court or arbitration organization).

The decision of �(above organization)� shall be final and binding on the parties.

Article 11

The joint venture enterprise may terminate its operations or dissolve the enterprise in the following cases: (Describe in detail the cases in accordance with the provisions in article 52 of the Law on Foreign Investment.)

Article 12

The joint venture parties may assign the value of their respective contributed capital in the contract as stipulated in article 34 of the Law on Foreign Investment.

Article 13

During the operation of the joint venture enterprise, the parties agree on the gradual increase of the capital contribution percentage of the Vietnamese party (if any) as follows: (Describe in detail the schedule, method and relevant conditions in accordance with the provisions in article 8 of the Law on Foreign Investment.)

Article 14

All other related terms that are not stipulated in this joint venture contract shall be implemented by the parties in accordance with the law of Vietnam and the investment license.

Article 15

The joint venture contract may be supplemented and/or amended in accordance with the resolution of the board of management and subject to approval by the investment license issuing body prior to the implementation (of such amendment and/or addition)

Article 16

This contract shall take effect as of the date of issuance of the investment license.

Article 17

This joint venture contract is signed at.. (location)�on�. (date)�.in�.originals in Vietnamese and in�.(a commonly used foreign language). Both versions shall be of equal legal validity.

VIETNAMESE PARTY(IES)
(Signature and seal)

FOREIGN PARTY(IES)
(Signature and seal)

Where there are several parties, state the name of each party and affix the appropriate seal (if any).
 

 

 


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