France In
France, the consortium, considered a sub-type of
joint venture, has important theoretical and practical significance. The French legal system does not provide a definition and does not explicitly use the concept of a joint venture or consortium (
groupements momentanés d’entreprises). The consortium agreement in France is a purely contractual cooperative contract that does not entail the creation of a third party. The consortium has no
legal personality or
legal capacity. The contract is concluded between two or more
natural or
legal persons who undertake to carry out certain works in order to implement a joint project which consortium members would not be able to carry out themselves. The consortium agreement is not explicitly regulated by the French legislator, but it is admissible in the light of the principle of
freedom of contract interpreted from articles 6 and 1134 of the
French Civil Code.
United Kingdom Neither consortium nor joint venture have a legal definition in
U.K. law. The second term is usually used to describe various types of agreements where two or more parties cooperate in conducting business activities. This manifests e.g. in the joint distribution of profit, sharing cash, assets, knowledge or abilities. As there are no legal provisions regulating in detail the consortium or joint venture, the relations between the parties participating in this type of agreement—when choosing a joint venture as a collaboration agreement or a special
partnership—are subject to
common law or the provisions of the
partnership law. A consortium agreement governed by the general law of contract, similar to an ordinary
partnership agreement, does not create a separate entity.
Germany In
Germany the view prevails that the consortium is a type of internal civil law partnership (§ 705–740 of the
BGB). In external relations, consortium members may decide on
joint and several liability regulated by § 421 BGB, while internally there is sometimes a release from this liability. Joint ventures often include credit syndicates (Kreditkonsortien), securities issuing consortia, including mainly shares (
Emissionskonsortien), construction consortia (
Baukonsortien) also referred to as investment (
Investitionskonsortien) and profit pools (
Ergebnispools). Sometimes, special purpose partnerships established to jointly use construction facilities (
Planungsgesellschaften) are listed in one category with the consortium and the pool. Cooperation agreements concluded under German law are not of a uniform legal nature. There is a great wealth of legal forms of cooperation that could be cautiously qualified as consortium agreements. This is in particular a civil law partnership in its internal and occasional variants (
Gelegenheitsgesellschaft), as well as a partnership of building contractors (
ARGE) and a structure simply referred to as the "consortium".
Italy In Italy, a consortium is governed by the Italian Civil Code. The Civil Code (also known as the “Civil Code of 1942”) in Italy is a body of civil law provisions and general procedural law rules and criminal rules. The code currently in force was issued with the Royal Decree of 16 March 1942, no. 262. In particular: • art 862: Land reclamation consortia ==See also==