The joint venture contract. Practical aspects regarding the admissibility of the request for exclusion of the associate

• Author: Andreea Stoican
• Position: Bucharest University of Economic Studies
• Pages: 83-89

The joint venture contract. Practical aspects regarding the admissibility

of the request for exclusion of the associate

Ph.D. student Andreea STOICAN

1

Abstract

The present paper aims at pointing out an importan t aspect in the implementation

of the professionals’ activity through the joint ven ture, more precisely, it raises the problem

of the admissibility of the request for exclusion of the associate. Thus, although one can tell

that to a certain extent the joint venture can be regarded as a species of the p artnership

deed, it does not acquire legal personality, reason why we have set as objective to analyse

the problem of the exclusion of an associate from the practical perspective, as the

legislation d oes not offer a clear solution in this regard. Consequently, the present study

shall have the following structure: 1) Introduction, 2) The concep t of joint venture, 3) The

relation between the joint venture parties and the third parties, 4) Exclusion of the

associate, 5) Conclusions.

Keywords: joint venture, exclusion, legal personality, administration,

representation, third party

JEL Classification: K12, K41

1. Introduction

The joint venture, due to the fact that it lacks legal personality, and

therefore does not become a de jure distinct subject in relation to the legal

personality of each associate, is much more accessible to those deploying their

activity as professionals, being frequently used in their activity. In spite of that

though, precisely through the particularities it presents to the partnership deed,

certain aspects regarding the joint venture may result into situations more difficult

to manage in the practical work.

Before the latest Civil Code entered in force in 2011, the joint venture was

regulated through art. 251-256 of the Commercial Code. According to it, the joint

venture existed when a “merchant or a company granted to another one or to

several persons or companies, a participation into the benefits and losses of one or

several operations or even of their entire activity.”

2

Thus, from the previous regulation, it is possible to draw the conclusion

that this activity had a commercial character.

1

Andreea Stoican – Bucharest University of Econ omic Studies, Department of Law,

andreeastoican@yahoo.co.uk.

2

See the provisions of art. 251 of the Commercial Code.