Consortium Structuring for Development Projects

We design transparent corporate structures that guarantee equitable profit sharing upon project completion. Our models protect the interests of all participants.

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Our Main Services

Comprehensive solutions for the formation and management of development consortia

Legal advisory for consortia

Legal Advisory for Constitution

  • Corporate structures adapted to each project
  • Updated regulatory compliance
  • Legal protection for all partners

We develop the optimal legal framework for your consortium, ensuring that all participants are legally protected from the start to the final distribution of benefits.

Transparent contract design

Transparent Contract Design

  • Equitable sharing agreements
  • Specific protection clauses
  • Conflict resolution mechanisms

We draft contracts that clearly establish the rights and obligations of each participant, including precise formulas for profit distribution.

Administrative and fiscal management

Administrative and Fiscal Management

  • Legal tax optimization
  • Segregated project accounting
  • Tax compliance

We manage all accounting and fiscal aspects of the consortium, ensuring regulatory compliance and maximum efficiency in resource management.

Profit sharing scenario modeling

Profit Sharing Scenario Modeling

  • Financial results simulation
  • Sensitivity analysis
  • Distribution milestone structuring

We develop predictive models that allow you to visualize different profit-sharing scenarios according to the project's development and final outcome.

How Our Process Works

A structured approach to ensure the success of your consortium

Consortium structuring process
1

Project Evaluation and Legal Feasibility

We thoroughly analyze your project to determine the optimal legal structure, evaluating financial, technical, and regulatory aspects to ensure its viability.

2

Corporate Structure Design

We create the legal architecture of the consortium, defining roles, responsibilities, contributions, and decision-making mechanisms adapted to specific needs.

3

Administrative Procedures and Registration

We manage all legal aspects of constitution, including notary, commercial registry, obtaining tax ID (NIT), and opening project-specific bank accounts.

4

Supervised Execution

We provide continuous legal and administrative support throughout project execution, ensuring agreement compliance and proper documentation.

5

Project Completion

We coordinate all legal aspects of project closure, including obligation liquidation, certifications, and necessary final documentation.

6

Profit Distribution

We implement profit sharing according to established agreements, ensuring transparency, equity, and tax compliance in each distribution.

Transparent Profit Sharing Models

Corporate structures that guarantee equitable profit distribution

Pro rata sharing model

Pro Rata Model

Proportional distribution based on initial contributions from each participant, in both capital and valued services.

Main characteristics:

  • Distribution exactly proportional to investment (ex: 30% contribution = 30% profit)
  • Transparent valuation of non-monetary contributions (land, services)
  • Distribution upon project completion or via predefined milestones
Numerical Example:

In a project with a net profit of Bs. 1,000,000, a partner with a 25% share would receive exactly Bs. 250,000, backed by notarized distribution records.

Managing partner model

Managing Partner Model

A structure where one partner manages the project in exchange for an additional percentage of the generated profits.

Main characteristics:

  • Proportional base plus a success fee for the manager
  • Distribution based on construction progress milestones (20%, 50%, 80%, 100%)
  • Incentives linked to project deadlines and quality
Numerical Example:

A managing partner with a 30% contribution receives a 30% base plus an additional 10% for successful management, totaling 40% of profits, documented in a specific management contract.

Hybrid model with reserves

Hybrid Model with Reserves

Combines proportional distribution with the creation of reserve funds for guarantees and contingencies before final sharing.

Main characteristics:

  • 15-20% reserve for post-construction guarantees
  • Staggered distribution: 60% at closure, 25% at 6 months, 15% at 12 months
  • Specific escrow account for reserves
Numerical Example:

Out of Bs. 2,000,000 profit, Bs. 400,000 (20%) is reserved in a specific account. The remaining Bs. 1,600,000 is distributed according to shares, and the reserve is released in two later phases.

Legal Backing of Our Models

All our profit-sharing schemes are backed by robust legal documentation including:

  • Protocolized shareholder agreements
  • Management contracts with specific clauses
  • Notarized distribution records
  • Adapted corporate bylaws
  • Fiduciary agreements for reserves
  • Controversy resolution protocols

Benefits for Participants

Concrete advantages for all consortium members

Risk Mitigation

Corporate structures that limit liability and distribute risk among participants in a proportional and controlled manner.

Tax Clarity

Models that legally optimize the project's tax burden and precisely establish the tax obligations of each participant.

Operational Flexibility

Adaptable structures that allow for the entry and exit of partners, as well as the modification of participation percentages as the project evolves.

Access to Larger Projects

Consortium structuring allows for tackling larger-scale projects that would be inaccessible to participants individually.

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