A joint venture should solve a market-access, asset, capability or capital problem that contracts alone cannot solve
The starting point is commercial: what must the Georgian side contribute, what must the Czech side contribute, how does the venture win customers and why is shared ownership better than distribution, licensing or subcontracting?
We can help shape the partner profile, identify candidates, organise meetings and build the decision framework around customers, assets, licences, technology, investment, governance and exit. Legal drafting comes after the commercial architecture is understood.
Practical JV development work
- JV concept and partner profile tied to a specific revenue model or project
- Candidate identification and first-stage commercial screening
- Contribution map: capital, technology, customers, assets, people, licences and know-how
- Revenue, cost, funding and decision-right questions for management to resolve
- Meeting and negotiation agenda designed to expose gaps early
- Coordination with legal, tax and due-diligence advisers once the business case is credible
Prove the need
Confirm why a JV is better than a normal commercial contract.
Test the partner
Validate contribution, capability, incentives and customer logic.
Structure the deal
Only then move into governance, funding, documentation and implementation.
A joint venture should solve a problem that a contract cannot solve more simply
A local partner may contribute land, licences, customer access, workforce, distribution, project references or operating assets, while the Czech partner brings technology, capital, know-how or export markets. If the relationship can be managed through distribution, licensing or a service contract, equity may add unnecessary complexity.
The JV case should therefore begin with complementary contributions and a defined business model.
Commercial chemistry is not a substitute for due diligence
Registry ownership, beneficial owners, litigation, insolvency, sanctions, public-sector conflicts, assets, licences, related parties and financing should be reviewed before equity is committed. Claimed customer relationships or land rights should be evidenced rather than assumed.
Control should be written before the first disagreement
The charter and shareholders’ agreement should address board and director appointment, signature authority, reserved matters, budgets, related-party transactions, information rights, dividend policy and approval thresholds. A 50/50 structure needs a credible deadlock mechanism rather than a promise to “agree later.”
Separate capital, shareholder loans, technology and operating licences
The partners should document what is contributed as equity, what is debt, who owns machinery and intellectual property, how technology may be used and what happens to those rights if the JV ends. Transfer pricing, withholding, customs and tax consequences can differ by funding method.
A viable exit plan protects the relationship while it is still good
Transfer restrictions, pre-emption, tag/drag rights, call or put mechanisms, valuation, non-compete terms and treatment of unfinished projects should be discussed before launch. A JV is stronger when both sides understand how they can separate without destroying the operating business.