Draft UNIDROIT/FAO/IFAD Legal Guide on Collaborative Legal Structures for Agricultural Enterprises – Public Consultation
The International Institute for the Unification of Private Law (UNIDROIT) is conducting a public consultation regarding the draft Legal Guide on Collaborative Legal Structures for Agricultural Enterprises (CLSAE).
Consultation period
The consultation will run from 20 July 2026 to 20 September 2026.
Objectives of the consultation
The purpose of the consultation is to:
- Promote inclusiveness and stakeholder engagement in the final stage of the drafting process;
- Raise awareness about the future Legal Guide;
- Seek stakeholder feedback on whether the instrument adequately addresses the features and legal issues of selected collaborative legal structures (i.e., multiparty contracts, cooperatives, companies) and digital platforms, to overcome some of the challenges faced by smallholders and agri-MSMEs to participate more equitably and effectively in agrifood value chains;
- Ensure that diverse perspectives and legal traditions are adequately considered and that the instrument is well-suited to application in different contexts, in particular to respond to the specific features of local business communities in developing economies;
- Improve the quality and plausibility of implementation of the final instrument;
- Ensure the final instrument responds to actual needs and complies with ascertained international best practices.
Target audience
UNIDROIT welcomes feedback from all interested parties. In light of the technical content of the instrument, feedback is especially welcome from the following stakeholders:
- States and governmental bodies;
- International development agencies;
- Local and regional associations of agricultural entrepreneurs, producer organisations, and associations representing smallholders;
- Non-Governmental Organisations working on agriculture, food security, rural development, sustainability and inclusive economic development;
- Private sector actors participating in agrifood value chains, including buyers, processors, distributors, traders, financial service providers, and digital platform operators;
- Legal counsels of transnational enterprises;
- Financial Institutions, including multilateral and regional development banks;
- Academics, research institutions and think tanks, in particular experts and institutions focusing on cooperative law, company law, contract law, rural development and agrifood value
About the draft instrument
The CLSAE Project constitutes the third project developed in partnership with the Food and Agriculture Organization of the United Nations (FAO) and the International Fund for Agricultural Development (IFAD), following the Legal Guide on Contract Farming (finalised in 2015) and the Legal Guide on Agricultural Land Investment Contracts (finalised in 2021).
The draft Legal Guide was prepared by the CLSAE Working Group over the course of nine sessions between February 2022 and April 2026. The Working Group was chaired by UNIDROIT Governing Council Member Professor Maria Ignacia Vial Undurraga (Chile) and coordinated by Professor Fabrizio Cafaggi (Judge at the Council of State of Italy and Professor at LUISS University, Rome). The Working Group was composed of experts selected for their expertise in the fields of contract law, corporate law, cooperative law, digital technology, and sustainability. Additionally, a number of international and regional intergovernmental organisations, farmers’ associations, and generally non-governmental organisations active in the field have also participated as observers in the Working Group. For more information about the Members and Observers of the Working Group, please see https://www.unidroit.org/work-in-progress/legal-structure-of-agri-enterprise/.
The aim of the instrument is to provide guidance on collaborative legal structures with a particular focus on smallholders, and agri-MSMEs to support their increased participation in agrifood value chains. Greater engagement of these actors should result in more inclusive value chains and, in turn, transformation towards more efficient and resilient agrifood systems, sustainable economic growth, and reduced poverty. The future instrument seeks to provide an illustrative “menu” of options for collaborative legal structures to develop entrepreneurial activities in the agricultural sector.
While recognising that a variety of legal structures for collaboration exist, and many different types of business organisations and commercial contracts may be used for carrying out activities such as production, processing and distribution in the agricultural sector, the emphasis of the draft Legal Guide is on: (i) multiparty contracts, (ii) cooperatives, and (iii) companies. Additionally, digital platforms are considered as an organisational tool that may be used by conventional legal structures for collaboration purposes.
The fundamental similarities and differences between the legal structures covered in the draft CLSAE Legal Guide are explained by considering their (i) purposes, (ii) formation and entry requirements, (iii) governance and decision-making procedures, (iv) scope of liability, (v) remedies and sanctions for breach, (vi) requirements for exit and dissolution, and (vii) dispute prevention and resolution mechanisms.
The Draft Legal Guide consists of five Chapters:
The draft instrument comprises a Preface, an Introduction, four chapters covering the selected legal structures and digital platforms, and a final comparative chapter.
- Chapter I: Multiparty Contracts
- Chapter II: Cooperatives
- Chapter III: Companies
- Chapter IV: Digital platforms
- Chapter V: Comparing and choosing legal structures for collaboration in agriculture
Consultation document
The draft Legal Guide on Collaborative Legal Structures for Agricultural Enterprises can be found here.
How to submit your response
Respondents are encouraged to read the full instrument and may provide feedback on any part of the draft instrument. Comments may be provided in English or French.
Comments should be submitted to the UNIDROIT Secretariat at CLSAE-consultation@unidroit.org
All comments should be included in a Word document or equivalent open access text editor using the template below.
TEMPLATE FOR THE SUBMISSION OF COMMENTS
For each comment, please specify to which Chapter, Section and paragraph number it refers.
The comments received during this consultation process will be made public. The name of respondents will be made public, unless expressly requested otherwise. UNIDROIT reserves the right not to make public any comments that contain offensive or inappropriate language, or that are unrelated to the subject matter of the consultation.
Next steps
The CLSAE Working Group will consider the feedback received during the public consultation at its tenth session, scheduled to take place between 5-7 October 2026. It is anticipated that the UNIDROIT/FAO/IFAD Legal Guide on Collaborative Legal Structures for Agricultural Enterprises will be finalised and published at the end of 2026.