Joint Venture Agreement

What this is

A joint venture agreement between two or more businesses combining resources for a project or a new business - whether as a contractual JV, a partnership or LLP, or a new company - covering contributions, ownership, management, profit sharing, IP, exclusivity and non-compete, funding, deadlock and exit. It is for companies, firms and promoters forming a venture. Our panel advocate drafts and reviews the agreement and delivers it signed on letterhead; stamping, entity formation and any regulatory filings are separate steps we explain.

What you get

A joint venture agreement drafted, reviewed and signed by our panel advocate on letterhead, covering the parties, the venture's purpose and scope, structure and the JV entity where one is formed, contributions in cash, kind, IP or services and their valuation, ownership and profit sharing, board and management, reserved matters and voting, funding and further capital, IP ownership and licences, exclusivity and non-compete, transfer restrictions, tag and drag, deadlock, default and termination, exit and valuation, confidentiality, representations, indemnity, governing law and dispute resolution, with a schedule of the entity documents needed if a company or LLP is formed. Delivered ready for execution, with a note on stamp duty, entity formation and any FEMA or competition filings. Stamp duty and formation costs are not included.

How it works

1. 1Tell us the ventureThe parties, what the venture will do, the structure and the contributions. Upload the term sheet or MoU.
2. 2Confirm the termsOwnership, management, funding, exclusivity, deadlock and exit.
3. 3Answer the advocate's questionsWhether a new entity is formed, whether any party is foreign, what IP and assets each brings, how deadlocks break, and what exit each side expects.
4. 4PayPay the fee.
5. 5Advocate drafts and signsOur panel advocate drafts the agreement and the entity schedule and signs them on letterhead.
6. 6Agreement is deliveredYou receive the agreement for execution, with the stamping, formation and filing note.

What to have ready

• MoU, term sheet or draft agreement (if you have it)If any.
• ID and PAN of every partyAadhaar and PAN of each person signing; incorporation documents if an entity.
• Authority letter or board resolution (if you have it)If signing for a company or firm.
• Incorporation and constitutional documents of each corporate party (if you have it)Certificate, MoA and AoA.
• Details or valuation of assets, IP or land contributed (if you have it)If any.
• Licences, approvals or tender documents relevant to the venture (if you have it)If any.

What this is based on

• Contract Act 1872 (1872)
• Companies Act 2013 (2013)
• FEMA 1999 (1999)
• NDI Rules 2019 (2019)
• Competition Act 2002 (2002)
• Companies Act, 2013 and Limited Liability Partnership Act, 2008 (2013)Source: https://www.indiacode.nic.in/handle/123456789/2114
• Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (2019)Source: https://www.rbi.org.in/Scripts/BS_ViewMasDirections.aspx?id=11200