ENTITY

CHECKLIST ON JOINT VENTURE ASSETS AND INTELLECTUAL PROPERTY TRANSFER

1. Form of Joint Venture

First and foremost is to identify form of the JV:

• Joint Venture Company ("JVC") 
• Partnership—either general or limited liability partnership
• Contractual Joint Venture —contractual or non-equity JV can either be a co-ownership model or simply a contract between the parties whereby they retain all their own assets and agree as to their separate rights and obligations.

Issues affecting transfer of assets and IP rights into the Joint Venture will depends on which form will be used. This includes tax, limited liability, regulatory, banking, labor and employment, benefits, IP ownership, third party consents and exit strategies, among others. In case of Contractual Joint Venture, there is no need for any transfer as each party will retain its own assets and IP rights, however, licensing arrangement may still be relevant. In case of a partnership, the position between a simple partnership and a limited liability partnership may be very different, since limited liability partnership is more akin to a JVC. The list of issues below are largely prepared on the basis of transfer into a JVC.

2. Contribution of Assets to a Joint Venture Company 

• Mapping the Contributions and Valuation. One will first need to map the contribution of assets by each JVC partner, in order to fairly allocate equity. How are the relevant assets etc. to be valued? By reference to a cost-based formula or a market value? Is this to be agreed between the parties - or fixed by an independent valuer? Tactically, when should that valuation take place - at the time of, or after, the establishment of the joint venture? For any valuation difference, one can test various valuation techniques to bridge the gaps. 
• Other consideration. In many jurisdictions, particular procedures and rules will apply in respect of the valuation of non-cash assets where they constitute the consideration for shares to be issued by the JVC - often requiring an independent valuation. These procedures should be identified and understood at an early stage.
• Intellectual property. Care should be taken to identify any intellectual property rights (IPR) being transferred or made available as part of the asset/business transfer and to clarify the rights and obligations of the parties in relation to IPR (see below).
• Employees. A transfer of a business (or a change of control of a company) will invariably affect employees - and frequently trigger rights and obligations for the employer. 

3. Contribution of Intellectual Property to a JVC

General 

Technology Transfer

Trademark Licences

Technology Licences

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