The joint venture contract. Practical aspects regarding the admissibility
of the request for exclusion of the associate
Ph.D. student Andreea STOICAN
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
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.”
Thus, from the previous regulation, it is possible to draw the conclusion
that this activity had a commercial character.
Andreea Stoican – Bucharest University of Econ omic Studies, Department of Law,
See the provisions of art. 251 of the Commercial Code.