The precise origin of the legal concept of the joint venture (or joint “adventure,” as it sometimes is called) is not known. Some believe that the concept originated in the United States.  Originally, the courts treated joint ventures simply as a special form of partnership, applying the law of partnership. But beginning in the late nineteenth century, the courts began to recognize the joint venture as a separate legal entity with qualities that distinguished it from a partnership.

In a modern joint venture, the parties combine their resources, usually comprising capital, knowledge, skill and services, in the conduct of a business venture, but without necessarily organizing a partnership in the legal sense.

What Is It?

Joint ventures may be either structural or contractual, or both. They also may conform to a statutory or other regulatory scheme. The cooperative relationship may be broad based or narrowly defined. It may be long term or transitional. While subsequent chapters primarily address long term joint ventures having a corporate structure, all ventures-regardless of duration or form-have some characteristics in common. Understanding these characteristics is the first step toward reducing the inevitable risks associated with joint ventures through effective planning, negotiation, management and ultimate termination of the venture.

Long term joint ventures, particularly those that are broad based, usually are best suited to a corporate structure. Short term or narrowly defined joint ventures often are better formulated contractually. Partnerships, business trusts and hybrid structures also house joint ventures. Corporate joint ventures are characterized by shared ownership and often by shared functions, such as research and development, manufacture, assembly or marketing as well. Shared function often leads to shared dependency. Contractual joint ventures usually are more narrowly based than corporate joint ventures. They often involve a combination of product distribution, licensing or OEM arrangements. They also may involve research and development. While contractual joint ventures may be long term, they have no shared ownership with its accompanying shared governance. The participants may, however, share a function, with resulting mutual dependency. Contractual joint ventures may require shared management of a particular function. Thus, contractual joint ventures and corporate or other structural joint ventures share the need for management continuity.

Why Joint Venture?

Joint ventures are vital to business. They have become an important strategic option for many companies-particularly those operating internationally. Few companies have the capital, skills or market access necessary to achieve their commercial objectives entirely through their own resources. Rarely a day passes without an announcement of a new joint venture, alliance or collaboration. Reason for particular joint ventures do, of course, vary. They include:

1. Cost savings. A common rationale is the objective of saving costs by sharing with a joint venture partner or partners the costs of research and development (R&D) or capital investment programmers (a particular feature given the magnitude of investment costs involved in many industries such as electronics, defense, pharmaceuticals, telecommunications and aero-engines).
2. Risk sharing. A similar rationale is the objective of sharing with another party or parties the significant financial risks involved in undertaking a speculative or capital intensive project.
3. Access to technology. Joint ventures may also provide a route for a party to gain access to a co-venturer’s technology and skills and thus accelerate its entry into a particular technology or market.
4. Expansion of customer base. International joint ventures can also provide the most effective route for a party to expand the scope of its customer base by utilizing a co-venture’s strength in different geographic markets or by buying-in to a co-venture’s distribution or sales network.
5. Entry into emerging economies. Similarly, joint ventures may provide the best, and sometimes only realistic, route for gaining entry to new emerging markets in areas such as Eastern Europe or Asia where access to local knowledge, contacts or sponsorship is often a practical necessity.
6. Entry into new technical markets. The rapid pace of technological change is itself producing new markets and effective entry into those markets can often be accelerated by participation with another company that already has a technical start in that field; a ‘go-it-alone’ strategy may simply take too long or cost too much.
7. Pressures of global competition. On an international scale, the merger of similar businesses between two or more participants may be desirable in order to establish the economies of scale, global customer reach, and purchasing power or capital investment resources necessary to meet the strength of international competition.

There may be other reason, since many ventures will be based on more than one objective. The objectives may also not be the same for all joint venture parties. An added complexity in analyzing commercial objectives is that a joint venture may not be an ‘and-game’ in itself. It may be an interim stage in a party’s long-term business strategy or simply, in itself, intentionally a short-term strategy which may be subject to review at a later stage. Joint ventures frequently change in scope over time.

Planning Joint Venture

A joint venture initiative may arise internally or in response to an external proposal. Internal initiatives may result from strategic planning or from existing suppliers, distributors, or competitors or from companies with whom no current business relationship exists. Whatever the source of the initial joint venture proposal, whether internal or external, participants must undertake financial and operational analysis, evaluate managerial, technical and other staffing requirements, deal with legal and administrative requirements, and evaluate the other venture’s capabilities and motives.

This planning process should include both those with financial or administrative responsibilities and those with operational responsibilities. Internal consensus as to the venture’s structure and course must be reached among those who are to share ongoing operational, financial and administrative responsibilities for the venture. Operational consideration such as a perceived need for entry into a particular market should not dictate a joint venture with undue long term financial or administrative risks. Conversely, a long range strategic plan calling for market expansion should not impose a joint venture upon an operation with insufficient resources or motivation to successfully implement it. If consensus is not reached an anti-venture lobby within the company may ultimately poison a particular joint venture by withholding financial or operational resources critical to its success.

In July 2000, the Indonesian government began to implement the Consumer Protection Law of 1999 by requiring registration of imported food products.  Importers must apply for a registration number from the Agency for Drug and Food Control (BPOM). All imported food products must be tested by BPOM.  Fees for such testing range from Rp 50,000 ($6.00) to Rp 2.5 million ($300) per item, and between Rp 1 million ($120) to Rp 10 million ($1200) per product.

Indonesia’s government also has been gradually implementing a strict food labeling law that requires labels written only in the Indonesian language on all consumer products.  Labels may not include any other languages.  Beginning January 2001, Indonesia’s regulations required labels identifying food containing "genetically engineered" ingredients and "irradiated" ingredients. BPOM, which is an arm of the Ministry of Health, must test all processed food products and is also responsible for labeling and the issue of registration numbers (MLs) for imported food products.

ML Numbers System in Indonesia

Under the Consumer Protection Law, a registration system covers all processed food products. Its key elements are:

1. Details of products, including their ingredients, must be submitted to BPOM, together with samples and evidence of testing by authorities in the country of origin
2. Upon approval, a registration number is issued (for imports the ML number, which must be printed on food package labels)
3. Products must be re-registered every five years
4. The ML numbers (abbreviation of “Makanan Luar” or “Imported Food”) are importer specific.

Products must be registered with BPOM before clearance through Customs and carry the appropriate sticker. Importers, distributors or retailers dealing in unregistered products are in breach of the regulations and subject to penalty. The time it takes to register goods is also significant—up to six months, although some cases can take longer.

Imported Food Products Registration

All processed food products imported must be registered with the National Agency of Drugs and Food Control (BPOM) except for:

1. Processed food with a life of less than seven days at room temperature.
2. Processed food representing a donation to the Government or to a Social Institution.
3. Processed food in small quantities for the specific purposes of registration with the National Agency of Drugs and Food Control (BPOM), scientific research or personal consumption.

Registration requires submission of five standard forms in triplicate together with:

1. A sample of the food.
2. The label (10 copies) and brochure if applicable.
3. For repackaged product, the operating license of the Indonesian business involved and a letter of reference from the original production plant.
4. For product produced under license, the Indonesian company's license and a letter of reference from the overseas factory.
5. For imported products a reference letter from the overseas factory, a health certificate and a radiation free certificate in accordance with existing law.

Following consideration, the product may be:

1. Registered with the issue of Form M1;
2. Conditionally registered with the use of Form M2; or
3. Rejected from registration via the issue of Form M3.

Other Specific Standards

GMO’s (General Modified Organism)

Any producer using genetic engineering must ensure that the product is safe for human consumption before distribution. In terms of labeling requirements for GMO’s: 1) The words GENETICALLY ENGINEERED FOOD shall be contained in labels of food resulting from genetic engineering; 2) In the case of processed food which results from genetic engineering as meant in paragraph being ingredients used in certain food products, the information on genetically engineered ingredients of foods resulting from the genetic engineering on labels shall be enough.

Labeling

New food labeling requirements were introduced in 1999 and are the responsibility of the Food and Drug Control Body (Badan POM or BPOM). Labeling requirements are designed to ensure that the consumer can be accurately informed about the ingredients in processed food and its status as a halal or non-halal product. Post market control is maintained through sampling and testing food products. Where discrepancies occur there are powers to reprimand, order withdrawal of products from sale, or prosecute through the courts.

Key points of the current labeling requirements include:

1. All packaged food products distributed in Indonesia must be labelled exclusively in Bahasa
2. Indonesia language, Arabic numbers and Latin letters.
3. The use of any other language, number and letters is permitted only where there are no
4. Substitute Indonesian words or if there is a difficulty in finding Indonesian words with a similar meaning; such approval must be obtained from the Indonesian Attorney-General.
5. The use of stickers was authorized temporarily (until new legislation was enacted).
6. Specific wording regarding content is required for labels of certain food items including milk
7. Products, baby food, alcoholic beverages, and halal food.
8. If the product is halal, it must be certified by an approved authority
9. The expiration date of perishable food items must be shown (and products must be landed
10. in Indonesia with at least 2/3 of their stated shelf life remaining).
11. Food additives must be identified.
12. The name and address details of the importer must be stated.
13. There are specific requirements for labeling of products with GMO content greater than
14. 5% and also for irradiated products.
15. SNI marks must be shown when relevant compulsory standards exist (these apply to sugar,
16. Salt and wheat flour.

Halal certification

The Indonesian authorities do not require halal certification for all imported foodstuffs. But while certification is not compulsory, 88% of the Indonesian population is Muslim and the Indonesian Islamic Council (MUI) prefers all food products to be halal accredited. Halal is an Arabic word meaning lawful or permitted. The opposite of halal is haram, which means unlawful or prohibited. Halal and haram are universal terms that apply to all facets of life. However, in Indonesia, these terms are used only in relation to food products, meat products, cosmetics, personal care products, food ingredients, and food contact materials.

All foods are considered halal except the following, which are haram: a. Swine/pork and its by-products; b.  Animals improperly slaughtered or dead before processing;  c.  Animals killed in the name of anyone other than Allah (God); d.  Alcohol and intoxicants; e.  Carnivorous animals, birds of prey and land animals without external ears; f.  Blood and blood by-products; g.  Foods contaminated with any of the above products.

Food Additive Regulations

The Food Act of 1996 states that food additives are not to be used if they have been banned, or may not exceed specified limits.  This implies a "negative" regulation of food additives, but the subsequent clause states that the Government will determine which substances are banned as food additives and/or may be used in food production and also the content limit.  Hence the regulation is "positive" in that the Government states those additives that may be used. Approval is the prerogative of the Director of Food Safety Evaluation, a subordinate of the Deputy of Agency for the National Agency of Drugs and Food Control (BPOM).  The regulation states that approval will be based on assessment against guidelines prepared by the Head of Agency.

Every import of food additives must be reported in writing to the Division of Food Certification, BPOM after the goods arrive in harbor.  The report must include:

1. The name of the substance and batch quantity and weight.
2. The name and address of the importer.
3. The name and address of the exporter.
4. The name and address of the producer.
5. The port and date of lading.
6. The port of destination and date of arrival.
7. The name, nationality and registration number of the ship or aircraft carrying the food
8. Additive import.
9. The name and address of the warehouse and date into store.
10. An outline of any accidents that may have occurred during shipping.

A certificate of analysis for the applicable batch must accompany every import of food additives.  The certificate may be issued by the production plant or by the responsible authority in the country of origin.  Before the import is cleared from the point of entry the Director of Food Certification, BPOM must agree the certificate.  If a certificate does not accompany an intended import, then a certificate must be requested from the Director of Food Certification before the food additive shipment may enter the country.

The certificate must include:

1. Date that the sample was taken.
2. Batch number of the product
3. Test date.
4. Test method.
5. Statement that the test result was in accordance with criteria for the product.

A food additive product from an animal source must also have a certificate of conformity with Islamic purity, "Halal".  That certificate is to be issued by the responsible authority in the country of origin.  Food additives produced, imported or distributed must comply with the Indonesian Food Codex or conditions approved by the National Agency of Drugs and Food Control (BPOM).  For food additives not listed in the Indonesian Codex, or not having conditions determined by the National Agency of Drugs and Food Control (BPOM), the FAO/WHO Codex Alimentary Commission or Food Chemicals Codex is applicable.

Compiled from various sources.

Disclaimer:

The above is provided for informational purposes only and is NOT to be relied upon as legal advice. This information is not a substitute for the advice of an attorney and should not be construed as a solicitation. No attorney-client relationship is established by use of information found anywhere in this article nor in this website.

In Indonesia, every divorce lawyer will have to refer to the 1974 Marriage Law and its implementing rules for divorce and  marital dissolution. A divorce petition must be filed at the local district court for Non-Moslems, and local Religious Court for Moslems. There are certain marital dissolution reasons according to 1974 Marriage Law and Islamic Law, they are:

Marriage Law

Pursuant to Marriage Law, a marriage may be terminated due to several reasons as follows:

1. Death of either party
2. Divorce
3. Upon court’s decision

Death

The death to either party will automatically terminate the marriage.

Divorce

One of the means to dissolve a marriage is by divorce. Divorce may only be executed before a court session, before the district court for Non-Moslems and before the religious court for Moslems. Therefore, either one of the parties wanting to divorce needs to file a divorce petition to the court.

There are  legal grounds of filing for divorce that every divorce lawyer has to advise his/her clients with, and they have been regulated in the Marriage Law, which are, in the event one of the parties:

1. has committed adultery, is an alcoholic, is addicted to drugs, is a gambler or exhibits other vices which are difficult to cure;
2. has left the other spouse for two consecutive years, without consent and without legitimate reasons or the absence of reasons beyond his control;
3. has been sentenced to imprisonment for five (5) consecutive years or a longer period;
4. has resorted to cruelty or severe ill treatment, endangering the life of the other spouse;
5. has developed a disability or disease, preventing from fulfilling the duties of husband or wife; or
6. has irreconcilable differences.

Annulment to Dissolve Your Marriage

Marriage annulment means that any marriage may be cancelled if both parties cannot fulfill the conditions for the marriage. A marriage annulment can only be decided by a court of law.

Families in a straight line of descent and above the husband or wife (For example: father, mother, grandfather etc of husband or wife.) , an authorized/appointed official, and anyone directly possessing legal interest in the marriage may file a request for marriage annulment.

Any request for marriage annulment may be submitted to a court within the jurisdiction where the marriage was conducted or within the jurisdiction of the residence of the married couple (in accordance with Article 38 (1) Government Regulation No. 9 Year 1975 regarding the Implementing Rules of 1974 Marriage Law) the husband, or the wife. A marriage annulment may be filed for the following reasons:

1. the marriage guardian (so called “wali” ) is illegal; or
2. the marriage was not attended by two witnesses.
3. The marriage was performed in front of unauthorized marriage registrar.

The right to annul a marriage by a husband or wife based on such reasons becomes null and void if they live together as a married couple and can show the marriage certificate issued by the unauthorized officer of the marriage registry. In this instance the marriage has to be conducted again in order to make it legal.

The husband or wife may request an annulment of their marriage, if the marriage was conducted before an unauthorized officer of a marriage registry, or if the marriage was conducted under a threat that violates the law, or if there is a misunderstanding between the husband and wife.

His/her right will be null and void if the threat has stopped or if the misunderstood party? realizes the situation, but doesn’t use his/her right to request for marriage annulment within six (6) months after living together as married couple. Example of a “misunderstood condition” would be if the husband thought the wife was a virgin, but in fact she was not – so I misunderstood about her personal conditions.

Annulment of a marriage commences upon the court decision and is permanent and legal binding and applies as of the time of marriage was conducted. However, such a decision is not retroactively effective to:

1. children born from the marriage;
2. husband or wife acting with good intention, except against joint property, if the annulment is based on a previous marriage. The annulment decision is retroactively effective to the joint property of the parties in the event the marriage was entered and one of the couples was not legally free to marry.
3. a third party, so long as he/she has the rights based on good faith.

Islamic Law

In Islam, a marriage may be terminated due to several reasons, namely:

1. Death of either party
2. Thalak
3. Judge’s Decision
4. Khulu
5. Li’an
6. Ila’
7. Murtad (apostate)

When a husband or wife passes away, their marriage is automatically terminated. When a wife passes away, her husband doesn’t have any legal difficulties in marrying another woman, but can remarry immediately. But, when a husband passes away, his wife has to wait for four (4) months and 10 days before she can marry another man.

Literally, thalak means to release (abandon). Thalak or divorce is the right given to a man and is an action of releasing a woman from the marriage. In Islam, this method of divorce has been stipulated, but it is accompanied by the explanation from the Prophet Mohammad that God doesn’t like divorce.

Divorce through a judge’s decision may be due to several reasons, such as, among others, that the husband is unable to provide the basic necessities of life, the husband commits torture against his wife, the husband vanishes (being far away from or not being near his wife), or that the husband is serving a term in prison.

Fasakh is the cancellation of marriage agreement (akad) and the termination of a marriage between a husband and wife due to damage taking place in the marriage agreement (akad) or due to sudden reasons that may hamper the continuation of the marriage agreement (akad). For instance, it could be due to a problem in the family relationships. Fasakh will cause the marriage agreement (akad) to be annulled.

Khulu’ is a divorce given by a husband to his wife with payment to the wife. Khulu’s is required by Islam for balancing the thalak right for a husband when there is a hatred that cannot be settled peacefully.

A marriage may be terminated due to li’an, because the person making the li’an in the fith oath says that God’s curse is upon him/herself if he/she is a liar. As a result of li’an, the marriage is terminated forever. If the accusing husband denies the birth of a child by saying that the child is not his, the child is not the offspring of this husband any longer, but legally becomes an illegitimate child and becomes the child of accused wife. The child cannot inherit from his/her father (the accusing husband). If the child is female, her guardian is a judge of justice, if the child will marry someone else.

Murtad (apostate) is when a Moslem abandons Islam. If a husband or wife is judged apostate, their marriage is terminated due to their action.

Marriage dissolution based on the grounds of thalak, li’an, and khuluk’ shall only valid in the event they are conducted at the religious court.

Annulment according to Compilation of Islamic Law

Compilation of Islamic Law which is enacted under Presidential Instruction Number 1 of 1991 also governs marriage annulment under several reasons:

1. Polygamy conducted by husband without the permission from the Religious Court;
2. The bride is not legally free to marry and still in a marriage with other man;
3. The bride in the period of ‘iddah of her previous husband, Iddah means a waiting period where a woman is not allowed to marry other man. The period may vary according to the reason of her previous marriage dissolution i.e. 130 days due to death, and 90 days due to divorce;
4. The marriage is not comply with the minimum of age requirement as governed by the 1974 Marriage Law;
5. Married performed without wali nikah (marriage guardian) or performed with unauthorized one;
6. Marriage performed under threat

Marriage annulment is also known as fasakh is the cancellation of marriage agreement (akad) and the termination of a marriage between a husband and wife due to defect taking place in the marriage agreement (akad) or due to sudden reasons that may hamper the continuation of the marriage agreement (akad). For instance, it could be due to a problem in the family relationships. Fasakh will cause the marriage agreement (akad) to be annulled.

Annulment petition can be filed at the local religious court having jurisdiction over the residence of husband or wife or may be submitted to the local religious court within the jurisdiction where the marriage was conducted. Court decree on marriage annulment shall take effect retroactively since the date of marriage took place.

Parties to authorize for annulment petition are:

1. Family in a upper and lower straight line such as parents, and siblings;
2. Husband or wife;
3. Authorized officers responsible in supervising the performance of marriage as governed by law;
4. Other parties who aware of any marriage defect in terms of marriage requirements as imposed by the prevailing law.

Disclaimer:

The above is provided for informational purposes only and is NOT to be relied upon as legal advice. This information is not a substitute for the advice of an attorney and should not be construed as a solicitation. No attorney-client relationship is established by use of information found anywhere in this article nor in this website.

Will is the most common way for people to state their preferences about how their estates should be handled after their deaths. It is a legal document containing a statement of an individual’s wishes and intents to take effect following his/her death, and which can be revoked. Many people use their wills to express their deepest sentiments toward their loved ones. You can protect the people you love most, choose guardians for minor children, and make gifts to family, friends, and charities.

Making a valid last will and testament in Indonesia is the only way to ensure that your property passes to people of your choosing rather than to people chosen by the courts based on laws that are decades old. Without a will, the estate can be subject to many problems. Relative may also dispute over property, leading to lengthy proceedings, and a probate judge who does not know your personal wishes will dictate who gets your property and custody of your children after your death.

By having a valid last will and testament, you will have full control over how your assets (i.e. your estate) are managed and distributed after your death and who will look after your children when you are no longer around to do so. The clear terms of last will require no clarification and in the event they can be interpreted in several ways, the intent of the testator must be determined rather than interpreting the text literally. Making a Last Will A last will cannot be made by two or more individuals in one legal document, whether it is in favor of a third party mutual or reciprocal arrangement.

Everyone with property who have reached the full age of 18 years are allowed to make wills. The competence of the testator shall be judged based on the condition that he was in at that time that the last will was made. In last wills, conditions are unintelligible or impossible, or which violate the laws and good morals, shall be regarded as void. Last wills which are made as a result of duress, deceit or cunning shall be invalid. The Legitimate Portion The legitimate portion or the legal share of the inheritance is that portion of the estate which the lawful heirs in a direct line are entitled to and which the testator is not entitled to dispose of as a gift during his lifetime or by last will. In relation to the descending line, if the testator leaves only one legal child, the legal share of the inheritance shall consist of half of the property which the child would be entitled to inherit upon death.

In the event that there are two children, the legal share of the inheritance for each child shall be two thirds of whatever they would be entitled to inherit upon death. In the event that the deceased has left three or more children, then the legal share of the inheritance shall be three fourths of whatever each child should have inherited upon death. Children shall include the descendants, in any kind of degree; they shall, however only be regarded as substitutes for the child whom they represent in the inheritance of the testator.

Meanwhile, in the ascending line, the legal share of inheritance shall always consist of one half of that which is by law due, upon death, to each blood relative in that line. For the purpose of calculating the legal share, regard shall be had to those individuals who upon the death of an individual have become heirs to his estate but who have not been named as legatees under his will, and in the event that individuals other than the aforementioned heirs have been granted a share in excess of their legal share by deed during the lifetime of the deceased or by last will, provided that the aforementioned heirs were not present, the devises and gifts may be reduced upon a claim and in favor of the legatees and heirs or those entitled.

In the absence of blood relatives in the ascending and descending line, and of natural, legally acknowledged children, gifts by inter vivo deed or by last will, shall be deemed to be of the entire estate.

Disclaimer:

The above is provided for informational purposes only and is NOT to be relied upon as legal advice. This information is not a substitute for the advice of an attorney and should not be construed as a solicitation. No attorney-client relationship is established by use of information found anywhere in this website.