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Joint Venture Agreement – Expertvuw
Contracts · Joint Ventures

Joint Venture Agreement Drafting – Contractual and Equity JVs in India

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.

Overview

How Joint Ventures Are Structured

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.

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What This Service Covers

What We Help With

1

Choosing a contractual or equity JV structure

2

Drafting the JV or shareholders' agreement

3

Aligning the Articles of Association with the agreement

4

Incorporation and capital infusion of the JV company

5

FEMA reporting where a foreign partner invests

Key Facts

Two structures

Contractual JV or equity JV (company or LLP).

Reserved matters

Key decisions needing both partners' consent.

Articles

Key rights should be reflected in the AoA.

Deadlock

Mechanisms such as escalation, buy-sell or mediation.

Foreign partner

FEMA caps, pricing and reporting apply.

CCI

Larger JVs may need CCI approval.

Common Issues

Why JVs Break Down

Most JV disputes come from unclear control and exit.

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Related Services

Related services

JV agreements connect with these services.

Shareholders Agreement

Rights among shareholders.

FDI Compliance

Foreign investment rules.

MoA & AoA Alteration

Amending the Articles.

CCI Merger Filing

Competition approval.

Documents Required

Documents we need from you

Partner Details

Business Plan

Our Process

How the Process Works

1

Structure

Choose contractual or equity JV.

2

Term sheet

Agree key commercial terms.

3

Draft

Prepare the JV agreement.

4

Negotiate

Finalise with both partners.

5

Implement

Incorporate, amend AoA, infuse capital.

6

Report

Complete MCA and FEMA filings.

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After Signing

After Signing

Run the JV to the agreement.

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Get in Touch

Share your query and our team will reply during business hours.






    FAQs

    Frequently Asked Questions

    What is the difference between a contractual and an equity JV?

    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.

    About Expertvuw

    Who Drafts Your Agreement

    CS Chetna Shoor, Company Secretary and Director, Expertvuw

    CS Chetna Shoor

    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.

    Expertvuw Management Pvt Ltd