Classification of a joint arrangement: assessment of the parties’ rights and obligations arising from the arrangement
The legal form of the separate vehicle
B22 The legal form of the separate vehicle is relevant when assessing the type of joint arrangement. The legal form assists in the initial assessment of the parties’ rights to the assets and obligations for the liabilities held in the separate vehicle, such as whether the parties have interests in the assets held in the separate vehicle and whether they are liable for the liabilities held in the separate vehicle.
B23 For example, the parties might conduct the joint arrangement through a separate vehicle, whose legal form causes the separate vehicle to be considered in its own right (ie the assets and liabilities held in the separate vehicle are the assets and liabilities of the separate vehicle and not the assets and liabilities of the parties). In such a case, the assessment of the rights and obligations conferred upon the parties by the legal form of the separate vehicle indicates that the arrangement is a joint venture. However, the terms agreed by the parties in their contractual arrangement (see paragraphs B25 – B28 ) and, when relevant, other facts and circumstances (see paragraphs B29 – B33 ) can override the assessment of the rights and obligations conferred upon the parties by the legal form of the separate vehicle.
B24 The assessment of the rights and obligations conferred upon the parties by the legal form of the separate vehicle is sufficient to conclude that the arrangement is a joint operation only if the parties conduct the joint arrangement in a separate vehicle whose legal form does not confer separation between the parties and the separate vehicle (ie the assets and liabilities held in the separate vehicle are the parties’ assets and liabilities).
Assessing the terms of the contractual arrangement
B25 In many cases, the rights and obligations agreed to by the parties in their contractual arrangements are consistent, or do not conflict, with the rights and obligations conferred on the parties by the legal form of the separate vehicle in which the arrangement has been structured.
B26 In other cases, the parties use the contractual arrangement to reverse or modify the rights and obligations conferred by the legal form of the separate vehicle in which the arrangement has been structured.
Assume that two parties structure a joint arrangement in an
incorporated entity. Each party has a 50 per cent ownership interest in
the incorporated entity. The incorporation enables the separation of
the entity from its owners and as a consequence the assets and
liabilities held in the entity are the assets and liabilities of the
incorporated entity. In such a case, the assessment of the rights and
obligations conferred upon the parties by the legal form of the separate vehicle indicates that the parties have rights to the net assets
However, the parties modify the features of the corporation through
their contractual arrangement so that each has an interest in the
assets of the incorporated entity and each is liable for the liabilities of
the incorporated entity in a specified proportion. Such contractual
modifications to the features of a corporation can cause an
arrangement to be a joint operation.
B27 The following table compares common terms in contractual arrangements of parties to a joint operation and common terms in contractual arrangements of parties to a joint venture. The examples of the contractual terms provided in the following table are not exhaustive.
Assessing the terms of the contractual arrangement
arrangement with rights to
the assets, and obligations
for the liabilities, relating to
arrangement (ie it is the
rights to the assets, and
liabilities, relating to the
that the parties to the joint
interests (eg rights, title or
relating to the arrangement
in a specified proportion (eg in proportion to the parties'
ownership interest in the
proportion to the activity
arrangement that is directly
arrangement are the arrangement's assets.
title or ownership) in the
Obligations for liabilities
that the parties to the joint
liabilities, obligations, costs
and expenses in a specified
proportion (eg in proportion
to the parties’ ownership
interest in the arrangement
activity carried out through
directly attributed to them).
arrangement. The contractual
obligations to contribute
that the parties to the joint
arrangement are liable for
arrangement establishes the
allocation of revenues and
the relative performance of
arrangement. For example,
the contractual arrangement
revenues and expenses are
allocated on the basis of the
jointly, which could differ
from their ownership interest
in the joint arrangement. In
other instances, the parties
might have agreed to share
the profit or loss relating to
parties' ownership interest
joint operation if the parties
have rights to the assets,
liabilities, relating to the
The parties to joint arrangements are often required to
provide guarantees to third parties that, for example,
receive a service from, or provide financing to, the joint
arrangement. The provision of such guarantees, or the
commitment by the parties to provide them, does not,
by itself, determine that the joint arrangement is a joint
operation. The feature that determines whether the joint arrangement is a joint operation or a joint venture
is whether the parties have obligations for the liabilities
relating to the arrangement (for some of which the
parties might or might not have provided a guarantee)
B28 When the contractual arrangement specifies that the parties have rights to the assets, and obligations for the liabilities, relating to the arrangement, they are parties to a joint operation and do not need to consider other facts and circumstances (paragraphs B29–B33) for the purposes of classifying the joint arrangement.
Assessing other facts and circumstances
B29 When the terms of the contractual arrangement do not specify that the parties have rights to the assets, and obligations for the liabilities, relating to the arrangement, the parties shall consider other facts and circumstances to assess whether the arrangement is a joint operation or a joint venture.
B30 A joint arrangement might be structured in a separate vehicle whose legal form confers separation between the parties and the separate vehicle. The contractual terms agreed among the parties might not specify the parties’ rights to the assets and obligations for the liabilities, yet consideration of other facts and circumstances can lead to such an arrangement being classified as a joint operation. This will be the case when other facts and circumstances give the parties rights to the assets, and obligations for the liabilities, relating to the arrangement.
B31 When the activities of an arrangement are primarily designed for the provision of output to the parties, this indicates that the parties have rights to substantially all the economic benefits of the assets of the arrangement. The parties to such arrangements often ensure their access to the outputs provided by the arrangement by preventing the arrangement from selling output to third parties.
B32 The effect of an arrangement with such a design and purpose is that the liabilities incurred by the arrangement are, in substance, satisfied by the cash flows received from the parties through their purchases of the output. When the parties are substantially the only source of cash flows contributing to the continuity of the operations of the arrangement, this indicates that the parties have an obligation for the liabilities relating to the arrangement.
Assume that two parties structure a joint arrangement in an
incorporated entity (entity C) in which each party has a 50 per cent
ownership interest. The purpose of the arrangement is to
manufacture materials required by the parties for their own,
individual manufacturing processes. The arrangement ensures that
the parties operate the facility that produces the materials to the
quantity and quality specifications of the parties. The legal form of
entity C (an incorporated entity) through which the activities are
conducted initially indicates that the assets and liabilities held in
entity C are the assets and liabilities of entity C. The contractual
arrangement between the parties does not specify that the parties
have rights to the assets or obligations for the liabilities of entity C.
Accordingly, the legal form of entity C and the terms of the
contractual arrangement indicate that the arrangement is a joint
However, the parties also consider the following aspects of the
The parties agreed to purchase all the output produced by
entity C in a ratio of 50:50. Entity C cannot sell any of the
output to third parties, unless this is approved by the two
parties to the arrangement. Because the purpose of the
arrangement is to provide the parties with output they
require, such sales to third parties are expected to be
uncommon and not material.
The price of the output sold to the parties is set by both
parties at a level that is designed to cover the costs of
production and administrative expenses incurred by entity C.
On the basis of this operating model, the arrangement is
intended to operate at a break-even level.
From the fact pattern above, the following facts and circumstances are relevant:
The obligation of the parties to purchase all the output
produced by entity C reflects the exclusive dependence of
entity C upon the parties for the generation of cash flows
and, thus, the parties have an obligation to fund the
settlement of the liabilities of entity C.
The fact that the parties have rights to all the output
produced by entity C means that the parties are consuming,
and therefore have rights to, all the economic benefits of the
These facts and circumstances indicate that the arrangement is a
joint operation. The conclusion about the classification of the joint
arrangement in these circumstances would not change if, instead of
the parties using their share of the output themselves in a
subsequent manufacturing process, the parties sold their share of
the output to third parties.
If the parties changed the terms of the contractual arrangement so
that the arrangement was able to sell output to third parties, this
would result in entity C assuming demand, inventory and credit
risks. In that scenario, such a change in the facts and circumstances
would require reassessment of the classification of the joint
arrangement. Such facts and circumstances would indicate that the
arrangement is a joint venture.
B33 The following flow chart reflects the assessment an entity follows to classify an arrangement when the joint arrangement is structured through a separate vehicle:
Classification of a joint arrangement structured through a separate vehicle
Financial statements of parties to a joint arrangement ( paragraphs 21A - 22 )
Accounting for acquisitions of interests in joint operations
B33A When an entity acquires an interest in a joint operation in which the activity of the joint operation constitutes a business, as defined in Ind AS 103 , it shall apply, to the extent of its share in accordance with paragraph 20, all of the principles on business combinations accounting in Ind AS 103, and other Ind ASs, that do not conflict with the guidance in this Ind AS and disclose the information required by those Ind ASs in relation to business combinations. The principles on business combinations accounting that do not conflict with the guidance in this Ind AS include but are not limited to: