Corporate Joint Venture Agreement

This Corporate Joint Venture Agreement is for use where parties want to carry on a business through a joint venture company, participating in and operating that business via the corporate vehicle.

Joint ventures can be used by businesses of any size to support long-term collaboration or to deliver a shorter-term project.

What a corporate joint venture can offer

A successful joint venture can offer:

• access to new markets and distribution networks;
• increased capacity;
• sharing of risks and costs with a partner; and
• access to greater resources, including specialised staff, technology and finance.

Optional international element

Joint ventures are especially common for businesses operating in different countries, including in the transport and travel industries. An optional international element is included in this agreement.

Articles of association included at Schedule 3

This agreement has been amended substantially. The draft articles of association in Schedule 3 are a modified version of the model articles of association for a private company under the Companies Act 2006.

This version includes provisions that were omitted from the model articles, including:

• authorisation of conflicts of interest;
• provision for alternate directors; and
• an indemnity and insurance for all current and previous officers of the company.

These articles are the same as Modified Model Articles of Association (Private Company Limited by Shares).

What the agreement covers

The agreement includes provisions dealing with the joint venture arrangements, completion mechanics and funding, management of the company, reserved matters, dividends and taxation, share transfers, confidentiality and competition, guarantees, force majeure, duration and termination, and dispute resolution (including arbitration).

What the schedules cover

• Schedule 1: the company;
• Schedule 2: the Companies Act memorandum of association;
• Schedule 3: the Companies Act articles of association; and
• Schedule 4: the loan stock instrument.

Corporate Joint Venture Agreement is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.