Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Corporate joint venture definition

What does Corporate joint venture mean? A corporate joint venture is a joint venture carried on through a separate company in which the participants become shareholders. It is a descriptive commercial term rather than one defined in legislation, though company law and case law on separate legal personality, limited liability and shareholder rights apply. In England & Wales, Scotland and Northern Ireland the vehicle is usually a private company limited by shares under the Companies Act 2006; in Ireland it is commonly an LTD or a DAC under the Companies Act 2014. Each party typically contributes cash, assets, intellectual property or staff, and agrees governance...

Majority/minority corporate joint venture shareholders’ agreements: UK drafting guide on governance, conditional completion, funding, reserved matters, share transfers, deadlock, tax and regulatory issues

Published by a LexisNexis Corporate expert

Practice notes

Majority/minority Joint venture shareholders’ agreement

This Practice Note provides guidance for a drafter on preparing and/or reviewing a majority/minority Corporate joint venture agreement (JVA) (also referred to as a shareholders’ agreement). It addresses arrangements where two joint venture parties form a separate limited company incorporated in England and Wales (the joint venture company (JVC)), each becoming a shareholder but with unequal shareholdings-one holding a majority interest and the other a minority interest-and where there is split exchange and completion, with conditions to completion applying.

Outlined below are matters to assess when drafting and/or reviewing the principal provisions of such a majority/minority JVA.

For further guidance on establishing a corporate joint venture, see Practice Notes: Setting up a corporate joint venture-initial considerations and Setting up a joint venture-choice of structure.

For additional material on documenting a corporate joint venture, see Practice Notes: Documenting the corporate joint venture and The joint venture agreement, and Checklists: Corporate joint venture preliminary issues-checklist and Joint venture shareholders’ agreement-checklist.

Considered below are the relevant issues relating to the key provisions of a majority/minority JVA...

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Web page updated on 28/05/2026

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