2. Each of the co-partners, with their private ownership, is responsible to the creditors of the joint venture in addition to their contributions to the joint venture. As with any contract, the sophistication of joint ventures can vary considerably: from 10 pages to 60 pages or more, annexes. Contractual joint ventures are very often used in the field of oil and gas (EPC, joint project development or enterprise agreements), construction and infrastructure agreements (design and construction agreements), but also consulting services (for example. B, managing a large number of transactions or consulting on transactions. In particular, there will be no equity contribution, but «equity shares» in the project. The definition of the shareholdings of the various members of the joint contractual enterprise is the most important feature of the agreement, insofar as this new distribution of profits and risks requires the distribution of profits and risks between the parties and the way in which the joint venture is managed. Therefore, it is customary for the UJV or consortium agreement to bring together different forms of legal bodies: a local company[19], a wholly owned subsidiary of a foreign company, a branch of a foreign company and/or a registered joint venture. The terms of a joint venture agreement will be broadly similar to those of the shareholders` agreement, with the notable exception that not all provisions relating to the incorporation, registration or liquidation of a company will be necessary. Such contractual cooperation is a way of sharing the risks inherent in a capital project and the financial burden on the borrowings of projects related to it, which can be very important. From a commercial point of view, the joint venture under contract offers more flexibility than the registered joint venture, which will permanently hire two or more companies as participation partners. [16] For example, in the United Arab Emirates to operate in the United Arab Emirates (i.e. anywhere except in some free zones that have their own regime), there was historically and until now the obligation to create a registered joint venture with a local partner that holds at least 51% of the equity under Federal Law 2/2015 (this is the VAE Corporations Act).

[11] This is the case under UAE law, whereas KSA law contains certain limited provisions that are relevant to contractual joint ventures in the terms of its public procurement legislation, as we will continue to develop at a later date. It is interesting to note that the Trade Policy Companies Act in Qatar contains some general provisions on UJVs, which we will discuss below. By way of comparison, it should be noted that there is also no definition of a joint venture under English or French law (the «temporary grouping of companies» is, to the extent that, in practice). However, in tuason vs. Bolanos [95 Phil. 106 (1954)] the Supreme Court found that, even if it does not have the authority to enter into a partnership, a company can nevertheless effectively enter into a joint enterprise contract if the nature of the business is consistent with the transaction authorized by its Charter. Such a joint venture should not be registered with the Securities and Exchange Commission (SEC) unless it results in the creation of a new company or partnership. [SEC notice of March 18, 1993] In practice, this means that a foreign company must set up a subsidiary, which in the past means, in THE CCG countries, the creation of a 51/49 joint venture with a local partner.