Second, the joint venture organization is an independent economic joint entity with legal personality;
Third, since a joint venture has the status of a legal person, the parties to the joint venture shall be liable for the debts of the joint venture to the extent of their capital contribution (that is, limited liability). First, a partnership can form an organization, but this organization is not an economic entity and does not have legal personality. It is similar to the partnership between individual citizens;
Second, the parties to a partnership must have investments, but the parties to the joint venture should not be liable for the debts of the joint venture only to the extent of their investments, but should be borne by the parties to the joint venture with their own or managed property according to the investment ratio or agreement. In accordance with the provisions of the law or the agreement, bear joint and several liability;
Third, the parties to a partnership enterprise directly participate in the management of enterprise affairs. Unlike a corporate enterprise, the property rights of the parties to the partnership enterprise are separated from the management rights of the corporate enterprise. Each joint venture shall operate independently according to the contract and be responsible for its own profits and losses. According to its types and characteristics, this kind of joint venture contract is not a joint venture contract, because the parties to this kind of contract generally have no capital contribution, and the rights and obligations of all aspects of joint venture can be classified according to various contracts stipulated in the Economic Contract Law. For example:
(1) The long-term supply relationship between the main engine factory and the parts factory, the assembly factory and the parts factory, and the processing factory and the raw material factory based on the specialization and cooperation of the products is often referred to as a joint venture contract, but it is actually a purchase and sale contract. Different from general purchase and sale contracts, there is a "joint venture" to coordinate their relationship.
(2) One party invests in houses, machinery and equipment, and charges a fixed amount or a fixed proportion of fees, but does not participate in operation and management, and does not bear risks and debts; The other party is engaged in production and operation and bears risks. This kind of joint venture is actually a kind of property lease contract relationship.
(3) The adjustment of different kinds of materials and similar materials with different specifications and models between the parties to the joint venture is actually a kind of adjustment contract, and the relevant provisions of the purchase and sale contract can be applied.
(4) Processing enterprises invest in energy and raw material production enterprises, and the latter compensate the investment with increased production products year by year or once, which is actually compensation trade, and the relevant provisions of purchase and sale contracts can also be applied.
(5) If one party provides trademarks, patents or non-patented technologies, and charges a fixed amount or a fixed proportion of fees, and does not participate in business management and bear losses, it is actually a trademark license and technology transfer contract.
Of course, cooperative joint venture contracts also have their own characteristics different from general economic contracts, that is, these contracts often contain some clauses to coordinate with each other and strengthen the management of business relations, and sometimes some form of coordination agency is established according to the contracts.