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Joint Venture

TITLE III. JOINT VENTURE

Art. 271. – Definition.

    A joint venture is an agreement between partners on terms mutually agreed and is subject to the general principles of law relating to partnerships.

Art. 272. – Absence of divulgation.

1.    A joint venture is not made known to third parties.
2.    A joint venture agreement need not be in writing and is not subject to registration and other forms of publication required in respect of other business organisations.
3.    A joint venture does not have legal personality.
4.    Where a joint, venture, is made known to third parties, deemed, insofar as such parties are concerned, to be actual partnership.

Art. 273. – Contributions.

    Unless otherwise provided, every partner owns his contribution.

Art. 274. – Shares.

1.    A joint venture may not issue negotiable securities.
2.    Unless otherwise provided, shares may be assigned only with the agreement of all the partners.

Art. 275. – Management.

1.     A joint venture shall be managed by one or more managers, who need not be partners.
2.    Where no manger is appointed, all the partners shall have the status of managers.
3.    The appointment of a partner as manager may not be revoked without good cause.
4.    The powers of the manager shall be specified in the memorandum of association. The provisions relating to these powers may not be set up against third parties.

Art. 276. – Partners who are not managers.

1.    The manager is known to third parties. He shall be fully responsible for the liabilities of the joint venture.
2.     Partners who are not managers shall meet liabilities only to the extent fixed in the memorandum of association.
3.    The partners may supervise the work of the manager.
4.    In a commercial joint venture, partners who are not managers and who take part in the management shall be jointly and severally liable as between themselves and with the manager.
5.    Every partner shall deal with third parties in his own name.

Art. 277. – Duty to account.

    A manager shall account to the partners. Any provision relieving him     from this duty shall be of no effect.

Art. 278. – Grounds for dissolution.

1.    A joint venture may be dissolved on one of the following grounds:
a.    the expiry of the term fixed by the memorandum of association, unless there is provision for its extension;
b.    the completion of the venture;
c.    failure of the purpose or impossibility of performance;
d.    a decision of all the partners for dissolution taken at any time;
e.    a request for dissolution by one partner, where no fixed term has been specified;
f.    dissolution by the court for good cause at the request of one partner;
g.    the acquisition by one partner of all the shares;
h.    death, bankruptcy or incapacity of a partner, unless otherwise lawfully agreed;
i.      a decision of, the manager, if such power is conferred upon him in the memorandum of association.
2.    The provisions of this Article shall apply notwithstanding any provision to the contrary in the memorandum of association.

Art. 279. – Expulsion of a partner.

1.    Where dissolution is requested for reasons attributable to one partner, the court may, on the application, of the other partners, order the expulsion of the partner at fault in lieu of dissolution.
2.    The memorandum of association may provide for expulsion.
3.    A partner who is expelled shall be paid what is due to him on the day of expulsion.