the guarantee clause violates the principle that the joint venture should * * * take risks and * * * lose profits and losses; A joint venture with a guarantee clause is called a joint venture, but it is actually a loan, which violates the financial regulations that enterprises are not allowed to borrow funds; On the legal person joint venture or partnership joint venture, the parties to the joint venture bear the risks and enjoy the benefits; The so-called avoidance of joint venture is a joint venture called partnership joint venture or legal person joint venture, but it is agreed that one party only enjoys the benefits and does not take risks; Such an agreement is called "guarantee clause" in judicial practice; The "guaranteed clause" in the joint venture contract usually refers to the clause that although one party to the joint venture invests in the joint venture and participates in the joint operation and shares the profits of the joint venture, it will not bear the loss responsibility of the joint venture, and it will still recover its capital contribution and collect fixed profits when the joint venture loses money; If there is a guarantee clause in the joint venture contract, the joint venture contract is valid, but the guarantee clause is invalid; It is an invalid civil act; The guarantee clause in the joint venture contract violates the provisions on capital contribution in the law, which involves the danger of withdrawing capital contribution.

Five situations in which an agreement is invalid:

1. The parties to the agreement are incapable of concluding a contract;

2. Please be informed that the agreement violates laws and regulations;

3. The agreement violates public order and good customs;

4. The meaning of the agreement is false;

5. The parties collude maliciously and harm the legitimate rights and interests of others.

to sum up, the guarantee clause refers to the content agreed in the contract that whether the losing party enjoys a fixed return or not, which is commonly found in joint venture contracts, entrusted financial management contracts, Chinese-foreign cooperative enterprise contracts and joint construction contracts for construction projects; With regard to the validity of the guarantee clause, there is no general provision on the validity of the guarantee clause in some specific contract types in the current legislation. In fact, the diversity of contracts does not allow legislation to stipulate the validity in a general way; In practice, for different types of contracts, the validity of the guaranteed clause is also different.

Legal basis:

Article 52 of the Civil Code of the People's Republic of China

A legally established contract shall come into effect upon its establishment, unless otherwise stipulated by law or agreed by the parties.

in accordance with the provisions of laws and administrative regulations, if the contract should go through approval and other procedures, such provisions shall prevail. If the failure to go through the formalities of approval and so on affects the effectiveness of the contract, it will not affect the performance of the obligation clauses such as approval and the effectiveness of relevant clauses in the contract. If the party who should go through the formalities of applying for approval fails to perform his obligations, the other party may request him to bear the responsibility for violating the obligations.

in accordance with the provisions of laws and administrative regulations, the provisions of the preceding paragraph shall apply to the modification, assignment and dissolution of the contract.