Among the steps that lead to the creation of a company, the registration phase is regularly for entrepreneurs, the final stage so that the company is constituted of legal personality. However, entrepreneurs can dispense with this phase relating to registration, by using a legal form that is little used and regularly unknown to professionals: the Joint Venture.
Joint Venture: definition
Concerning the definition given to the Joint Venture, the Civil Code is responsible for specifying that when the partners decide not to register the company, it is then said to be a “joint venture”. The incorporated company is devoid of legal personality, does not have the status of a legal person subject to publicity, and the partners are able to prove its existence by any means.
For the operation of the company, the partners must be at least two in number, and define the object, the operation as well as the conditions of the Joint Venture, as long as these decisions do not contravene certain fundamental rules of the right of companies (allocation of goods or industry to share the result, contribution to the company's losses, taking into account the social and environmental issues of the activity, etc.), in addition to respecting public order.
In practice, since it does not have a company name or even share capital, the joint venture is not authorized to contract pecuniary commitments such as the subscription to loans. All the contracts entered into for the operation of the Joint Venture, like the lease contract, must be contracted in
the name of a manager of the company.
If the partners decide to make assets available to the joint venture, these remain their exclusive property. But the assets acquired while the company is incorporated, as well as the profits collected as a result of the activity of the company being formed, are deemed to be joint ownership.
Given this functioning, the responsibility of the participants is engaged both with regard to third parties and concerning the acts that they have subscribed individually, except that they behave as associates with regard to these same third parties, in which case their liability is indefinite and joint and several.
In the absence of clarification in the statutes, the Joint Venture operates according to the same rules as a civil partnership, if its object is civil, otherwise according to the regime of the general partnership (SNC), when its object is commercial.
The Joint Venture: advantages
The interest in setting up a company that is not registered is mainly based on its ease and freedom of operation. Indeed, in addition to simplified formalities, its simplified and unrestrictive organization allows several people to carry out one-off projects, such as a purchase for resale, since the joint venture can be set up for a fixed or indefinite period. This form of company, since it has no assets, cannot be the target of collective proceedings.
The second advantage of the Joint Venture lies in the discretion concerning its existence with third parties, since the absence of publicity (no obligation to publish a legal notice) means that the company is only incorporated with regard to the associates, and allows them to carry out projects which must not be brought to the attention of everyone, in particular of competing companies.
Finally, concerning the tax aspect, the partners of a joint venture can opt for the choice of taxation in the name of each of them for the share which is due to them or for the taxation of the profits with the tax. on corporations, if not for mixed taxation between these two regimes.
Joint Venture: incorporation formalities
In terms of formalities, the creation of a joint venture is relatively simple, since most of the procedural phases necessary for the constitution of a traditional company remain optional.
Exempted from any writing, from any contribution, except to want it, the partnership born indeed from the simple behavior on the part of the partners to want to operate under this status.
The only mandatory formality is registration with the tax department.
The investment company is above all exempted, and this is what makes it special, from the publication of a notice of incorporation in a journal of legal notices. When a notice is however published, the Joint Venture is then characterized as ostensible.
In terms of dissolution, when the partnership is incorporated for an indefinite period, this can be carried out at any time, provided that a notification is sent by one of the partners to all the others, as long as this notice is in good faith.
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