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Home / IP & Legal / Joint Venture Agreement
Last updated: 2 October 2026
Whether two businesses collaborate on a project or form a new company together, the JV agreement decides control, money, IP and exit. Expertvuw’s team drafts JV agreements and handles the company-law and FEMA steps when a JV company is formed.
A joint venture can be contractual — two parties cooperate on a project under an agreement without forming a new entity — or an equity JV, where the partners form a company or LLP and hold shares or contributions in it. The structure affects liability, tax, control and exit.
For an equity JV company, the JV agreement (often a shareholders’ agreement) covers capital contributions and funding, shareholding, board composition and reserved matters needing both partners’ consent, management roles, business plan, IP contributions and licences, non-compete during the JV, transfer restrictions such as rights of first refusal and tag/drag rights, deadlock resolution, and exit. Key terms must be reflected in the Articles of Association to be enforceable against the company.
Where a foreign partner is involved, FEMA rules on sector caps, pricing and reporting apply, and investment from countries sharing a land border with India needs government approval. Competition law may also require CCI approval for larger JVs.
Basis: Indian Contract Act, 1872; Companies Act, 2013; LLP Act, 2008; FEM (Non-debt Instruments) Rules, 2019 and the FDI Policy; Competition Act, 2002. Last updated: 27 September 2026.
Contractual JV or equity JV (company or LLP).
Key decisions needing both partners' consent.
Key rights should be reflected in the AoA.
Mechanisms such as escalation, buy-sell or mediation.
FEMA caps, pricing and reporting apply.
Larger JVs may need CCI approval.
Most JV disputes come from unclear control and exit.
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JV agreements connect with these services.
Rights among shareholders.
Foreign investment rules.
Amending the Articles.
Competition approval.
Choose contractual or equity JV.
Agree key commercial terms.
Prepare the JV agreement.
Finalise with both partners.
Incorporate, amend AoA, infuse capital.
Complete MCA and FEMA filings.
Run the JV to the agreement.
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Share your query and our team will reply during business hours.
A contractual JV has no new entity; an equity JV forms a company or LLP owned by the partners.
Yes. Key rights should be in the AoA to be enforceable against the company.
Yes, subject to FDI caps, pricing rules, reporting and, where applicable, government approval.
A mechanism to resolve board or shareholder stalemates, such as escalation, mediation or buy-sell options.
Larger JVs crossing the thresholds may need CCI approval.
ACS – Director, Expertvuw Management Pvt Ltd
Agreements and policies are drafted by Expertvuw’s team for your review and negotiation. Where you need a legal opinion, dispute advice or representation, it is provided by independent advocates. Expertvuw is a corporate services company, not a law firm.