--- title: "JV Structuring" url: "https://legal.ge/en/service/corporate-and-commercial-law-en/jv-structuring-en" field: "Corporate & Commercial Law" description: "Expert JV structuring in Georgia. Protect your interests with tailored shareholder agreements and deadlock resolution mechanisms from Legal.ge." reviewed: "2026-07-09" updated: "2026-10-22" publisher: "legal.ge" --- # JV Structuring > Source: legal.ge, https://legal.ge/en/service/corporate-and-commercial-law-en/jv-structuring-en Joint Venture (JV) structuring is one of the most complex and strategically important processes in corporate law. In Georgia, where foreign investment often requires collaboration with a local partner (whether for land ownership, local market knowledge, or licenses), creating the right legal framework for a JV is critical. This is not just about registering a new LLC; it involves combining the interests, resources, and risks of two or more independent parties to achieve a common goal. Improperly structured joint ventures often fail due to "deadlock situations," ambiguity in management rights, and disagreements over profit distribution. Experts represented on the Legal.ge platform help you create a JV structure that ensures a balance between parties, protects minority partner rights, and clearly defines exit strategies. ## What Does JV Structuring Service Cover? Our lawyers offer a comprehensive approach to JV formation, which includes: - **Choosing Legal Form:** Deciding whether to create a new legal entity (Corporate JV - typically an LLC or JSC) or regulate the relationship contractually (Contractual JV), considering the "Law on Entrepreneurs." - **Drafting Shareholders' Agreement (SHA):** A document detailing the staffing of management bodies, veto rights, dividend policy, and additional funding obligations. - **Valuation and Registration of Contributions:** Establishing mechanisms for valuing monetary and non-monetary (land, IP, technology) contributions and rules for reflecting them in capital. - **Deadlock Resolution Mechanisms:** Pre-defined scenarios (e.g., Russian Roulette, Texas Shootout) to ensure partner disagreements do not halt the business. - **Exit Strategies:** Rights to sell shares, including Right of First Refusal, Tag-along, and Drag-along rights. ## Real-World Scenarios When You Need This Service JV structuring is essential for the following types of projects: - **Real Estate Development:** When one party owns the land and the other (developer) provides construction financing and management. Precise allocation of built areas is required. - **Energy Projects:** Construction of HPPs or wind farms, often combining a foreign investor and a local company holding the licenses. - **Technology Transfer:** When a foreign company brings technology, and a local partner provides distribution networks and marketing. - **Tender Participation:** Creating a consortium to participate in state procurement, where parties combine experience and financial metrics. ## Georgian Legal Framework and Regulations Joint venture activities are regulated by the **Law of Georgia on Entrepreneurs**, which defines corporate governance standards, and the **Civil Code of Georgia**, which regulates contractual relationships (e.g., partnership agreements). It is also important to consider the **Law on Competition**, as combining large companies or creating a JV may require consent from the Competition Agency (notification of concentration). Additionally, if a JV is created based on the privatization of state property, the **Law on State Property** is relevant. A professional lawyer ensures the structure complies with all these regulations. ## Service Process The JV structuring process on Legal.ge involves: 1. **Goal Analysis:** Clarifying the commercial interests and roles of the parties. 2. **Structure Design:** Selecting the optimal legal form and tax regime. 3. **Drafting Documentation:** Preparing the Shareholders' Agreement, Charter, and ancillary contracts (e.g., management services). 4. **Negotiations:** Agreeing on terms between parties and providing legal support. 5. **Registration:** Registering the Joint Venture in the Public Registry. ## Why Choose Legal.ge? A Joint Venture is like a "corporate marriage," where pre-defined rules determine the longevity and success of the relationship. Specialists on Legal.ge have years of experience structuring complex JVs. We do not use a template approach; we create individual mechanisms that protect your investment and minimize the risk of conflict. ### Can a standard charter be used? Yes — where the founders do not develop their own charter, the standard charter is deemed part of the founding agreement. ### How is a partner's liability limited? In a limited liability company the company answers to creditors with all its property; in a limited partnership the limited partner answers only up to a guaranteed amount, and the general partners without limitation. ### Which data on shares are mandatory? The number of issued and placed shares and the percentage participation, summing to 100 percent; where applicable, the authorised capital, nominal values and restrictions on disposal are also reflected. ### How are class rights changed? By the consent of holders of at least 3/4 of the votes of the affected class, unless a unanimously adopted charter provides otherwise.