Structuring an International JV: Two Entities, One CEO
Governance, revenue sharing, roles: how to structure an international joint venture between a technology entity and a local commercial entity for multi-country deployment.
This field report comes from structuring a joint venture for a digital deployment in West Africa. The principles described — TechCo/OpCo separation, contractual governance, decision rules — apply to any international deployment requiring a local entity.
Most executives structuring an international joint venture think first about the product, the market, the commercial partners. Legal structure is often treated as an administrative formality, sorted out by lawyers at the end of the process.
That’s an expensive mistake.
When you operate a digital product across multiple countries with different regulatory requirements, distributed teams, and local partners whose interests don’t always align with yours, the legal structure is not an empty shell. It’s the governance architecture that determines who decides what, how revenues flow, and what happens when things don’t go as planned.
Here’s what I learned leading two distinct entities simultaneously — a European FinTech and a local operations company in West Africa — as part of a super-app launch programme. The market context of that deployment is detailed in the article on launching a super app in West Africa.
Why one entity isn’t enough
The temptation is real. One company, one bank account, one reporting structure. Simple to manage, simple to explain to investors.
In practice, operating a fintech platform in Sub-Saharan Africa from a single European entity creates three structural problems.
The regulatory problem. Operating a wallet or mobile money service in the BCEAO zone requires a locally incorporated entity, registered in the country, backed by a bank licensed with the Central Bank of West African States. A European entity cannot be that counterparty. It can supply the technology. It cannot operate the financial flows.
The tax problem. Revenue generated locally is subject to local taxation. Royalties paid to a foreign entity for technology use are subject to transfer pricing rules. Without an appropriate legal structure, you create audit exposure on both sides.
The liability problem. If an incident occurs — fraud, client dispute, partner failure — having a clearly identified local entity as the service operator protects the European entity and clarifies responsibilities with local authorities.
The two-entity joint venture architecture
The structure that works in this type of deployment combines a FinTech publisher and a local operations company.
The FinTech, based in Europe in our case, develops and operates the technology platform. It owns product development, hosting, banking integrations (GSMA mobile money, PSD2 aggregation), cybersecurity, and expert support for local teams. It provides the product as a white-label to the local company, in exchange for a royalty calculated as a percentage of the revenue generated.
The local operations company is incorporated in the target country, organized as a profit centre. It adapts the product to the local market, recruits and develops the merchant and customer base, manages field partnerships, operates customer service, and reports to local regulatory authorities. It pays a royalty to the FinTech and retains the balance as operating profit.
The revenue sharing between the two entities must be contractually defined before operations begin. In our structure, we opted for an equal split — not because it’s the only way, but because it gave each entity a symmetric interest in overall performance.
Structuring an international operation and unsure about the governance model? This type of decision is better made with experienced input before signing anything. Let’s take 30 minutes.
What “one CEO” concretely means
Leading both entities simultaneously isn’t an arbitrary choice. It’s a response to a real constraint: in the early phase, nobody knows the product, the strategy, and the partners better than the founder. Fragmenting that role too early creates misalignments that slow everything down.
But it’s also a load with real limits.
The risk of attention dilution is real. A partner meeting in Dakar on Monday, a board call with investors on Wednesday, a sprint review with developers on Friday. If the CEO is the only interface between the two entities, every topic waits for the CEO. The entire organization runs at the speed of the bottleneck.
The solution: teams with latitude, not execution relays. Both entities must have teams capable of making decisions within their scope without systematic escalation. The CEO sets the framework, validates structural decisions, and remains accessible to unblock situations. They shouldn’t be in the loop for every operational decision. That’s the core principle of an interim management assignment: give clear direction and create conditions for autonomy as quickly as possible.
In our organization, this translated into weekly governance meetings between the two leadership teams, shared KPIs, and a CEO veto right only on decisions committing the group beyond a certain threshold — not on day-to-day decisions.
The four risks to anticipate from the structuring phase
1. Product priority conflicts
The FinTech has a global roadmap. The local company has market-specific needs: integration with a local operator, interface adaptation, a feature requested by merchants. Those needs compete with the common platform’s development priorities.
Without a clear prioritisation process, local needs always lose. Because the FinTech tends to optimise for scalability rather than local adaptation. The result: an operations company that doesn’t have the product it needs to perform on its market.
The solution: a mixed product committee with equal representation from both entities, and an explicit allocation of development capacity between global and local needs.
2. Shared cost allocation
Some costs are difficult to attribute clearly to one entity or the other — second-level customer support, local team training, brand communication. Without allocation rules defined upfront, these costs become permanent sources of friction between the two entities.
The simplest rule: all costs that directly benefit the local company are borne by it. All costs that benefit the group (platform, security, R&D) are borne by the FinTech and included in the royalty. Grey areas are arbitrated by the CEO on a proportionality basis. Implementing performance management by entity — with dedicated dashboards — clarifies these trade-offs and protects both parties.
3. Intellectual property protection
The technology platform belongs to the FinTech. The local company has a usage licence, not ownership. This must be explicitly contractualised, including the conditions under which the licence can be suspended or terminated.
This seems obvious. It isn’t when tensions rise. A clear contract prevents negotiations under pressure in situations where both parties have other things to deal with.
4. Exit scenarios
From day one, you must define what happens if either party wants to exit. Buyout of the other entity, licence transfer, customer asset handover — these scenarios must be anticipated in the articles of association and shareholder agreements, not discovered in a crisis.
What this structure reveals about international management
Leading two entities across two countries is not a question of technical competence. It’s a question of organisational design.
Organisations that succeed in this type of configuration share one thing: they invested time upfront to define the rules of the game. Who decides what. How revenues flow. How conflicts are resolved. This isn’t bureaucracy. It’s prevention.
Organisations that fail tend to treat these questions as details to sort out later. They discover that “later” always arrives at the worst moment — in the middle of a partner negotiation, a development sprint, or a fundraising round.
| What must be defined before starting | Consequence if poorly defined |
|---|---|
| Revenue sharing between entities | Permanent conflicts of interest |
| Product prioritisation | Under-equipped local company |
| Shared cost allocation | Chronic accounting friction |
| Intellectual property | Legal exposure if the relationship breaks down |
| Exit scenarios | Negotiation under pressure |
Legal structure is not a topic for lawyers alone. It’s a management topic. To go further on this type of deployment in West Africa, the article on launching a super app in West Africa illustrates the operational field challenges.
Structuring an international operation or joint venture and looking for an operational perspective on governance? Get in touch.
Account based on leading two entities simultaneously as part of a fintech platform deployment programme in West Africa. Regulatory framework: OHADA and BCEAO.