Joint Venture Concept

Joint Venture,

Corporate Tax Law Art.2/7 (Joint Venture): The institutions mentioned in the above paragraphs (capital companies, cooperatives, economic public institutions, economic enterprises belonging to associations and foundations) established among themselves or with sole proprietorships or real persons for the purpose of jointly undertaking a certain business and sharing its profits. Business partnerships are those who demand such liability from partnerships. Their lack of legal personality does not affect their obligations.

Joint Venture,

economically and legally independent of each other

persons or organizations with or without legal personality,

with or without establishing a trading partnership,

jointly undertake to carry out a single business or a continuous activity with the aim of earning a profit; and

It is a contract for which they are jointly and severally responsible for the performance of the work.

Traditional (Contractual) Joint Venture


  It is established with the conclusion of the contract by the parties.

A joint venture must have a profit motive.

There is no question of establishing a commercial partnership.

The partners are jointly and severally liable for the entire work. (Partners are directly and unlimitedly responsible for the entire contracted business with all their assets. Each party is responsible for the entire business, not certain parts.) 

Joint venture has no capital.

Depending on the type of joint venture, there may be a need for organization or it may operate without establishing an organization.

Joint Venture contract contains;

The purpose of establishment,

Activity area,

management and representation,

Rights, obligations of the parties, cooperation relationship between the parties

  Multiple individuals and organizations need to form a partnership to achieve the common goal.

The partnership established may or may not have legal personality.

The reason why it is preferred is to ensure that the cooperation between the parties is permanent and institutional. However, it can also be established in relation to the conduct of temporary economic activities.

Only individuals or organizations that are economically and legally independent from each other can establish a Joint Venture with Capital Participation.

The partnership established in an Equity Joint Venture is under the joint control of the parties to the contract.

Legal Structure and Contracts

 The basic contract that establishes the joint venture relationship, which is concluded between the parties forming the joint venture and has the quality of ordinary partnership,

  The articles of association or the articles of association of the commercial company, which is decided to be established with the basic contract and is responsible for carrying out joint venture activities,

   Within the framework of the basic contract provisions, satellite contracts are made to regulate the relations between the partners and the partnership and to determine the contributions and responsibilities of the parties in various matters related to joint venture activities.

Topics Arranged in the Joint Venture Agreement (Basic Agreement)

  • The purpose of the cooperation between the parties,
  • field of activity,
  • type of partnership,
  • The center of the partnership
  • The purpose of the partnership is
  • The capital of the partnership,
  • At what rate and how the parties will participate in the partnership capital to be established, guarantees and credit supply,
  • Management of the partnership, meeting and decision quorum
  • Representation of the partnership,
  • Rights and liabilities of the parties,
  • Transfer of partnership shares,
  • Legal and economic relations between the parties,
  • profit distribution,
  • Applicable law and dispute resolution (Competent courts or arbitration record)
  • The duration of the joint venture contract,
  • Reasons for termination of joint venture agreement