Joint Venture Agreements
Businesses may from time to time wish to work together on a specific project or on an ongoing basis, and a joint venture is a commercial arrangement that would facilitate this.
Rollits LLP is an established law firm with offices in Hull and York. At Rollits we have a team of experienced specialist corporate solicitors who provide legal advice on all aspects of corporate law including in respect of joint ventures and joint venture agreements.
"We have worked alongside Rollits for many years and the ethos of their partners and staff is closely aligned with ours. They have great technical knowledge but are also pragmatic in working towards solutions which they help to deliver."The UK Legal 500, 2020 edition
Businesses may from time to time wish to work together on a specific project or on an ongoing basis, and a joint venture is a commercial arrangement that would facilitate this. This could be by way of a contractual arrangement or partnership, or more likely by establishing a separate corporate legal entity (the “joint venture company/ vehicle”) which can be either a limited liability company or limited liability partnership and can own and deal in assets and make contracts in its own right.
The joint venture arrangement will be regulated by formal documentation – for a new company, this will be a joint venture shareholders’ agreement; for a partnership (including a limited liability partnership), by way of a partnership agreement, and for a contractual arrangement, a formal contract. There may also be an investment agreement entered into at the same time which documents the terms on which each party to the joint venture is putting money and/ or assets into the JV.
The shareholders’ agreement works in conjunction with the new company’s articles of association to cover constitutional aspects of the company and its day-to-day operations, and will contain many of the elements of a standard shareholders’ agreement, setting out the scope and purpose of the joint venture, how the company is to be managed and financed (including setting out the contributions made by each of the parties), how disputes are to be dealt with (including deadlock between parties) how parties may transfer shares and how the joint venture may be terminated. The partnership agreement and contractual arrangement are similar to a shareholders’ agreement in that they will document the scope and purpose of the joint venture, how the partnership/joint venture is to be managed and financed, restrictions on the parties, how disputes are to be dealt with and how the joint venture may be terminated.
If a joint venture company or partnership is to be created, there are other aspects that will need to be considered and documented, including the transfer of any assets or employees of the parties into the joint venture company/partnership (and if that company/partnership is to have employees, any pensions aspects that may arise); if any intellectual property of any party is being used, any licence agreements; or if any external funding is required, the relevant banking and finance documentation.
Our team at Rollits have extensive experience in drafting joint venture agreements, together with any associated corporate documentation (e.g. articles of association, asset transfer agreements) as well as banking and finance documentation for a range of joint venture arrangements, including property, medical and food industry joint ventures. In addition we work closely with our employment, commercial and property teams to bring in their expertise on the specific arrangements proposed for the joint venture.