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...

UK corporate joint ventures: governance, deadlock, reserved matters, and protections for minority and majority shareholders

Published by a LexisNexis Corporate expert

Practice notes

Board composition

In 50:50 joint ventures, the joint venture agreement (jva) commonly grants each party the right to nominate the same number of directors to the board of the joint venture company (JVC). The parties may alternatively rotate the appointment of the chair for a defined term (eg an annual rotation), and the chair will ordinarily have no casting vote. As a result, control of the JVC’s board is shared, and neither side can unilaterally set the joint venture’s course. That shared control can, however, produce deadlock if the parties cannot reach consensus. For guidance on deadlock scenarios and potential solutions, see Practice Notes: Deadlock in corporate joint ventures and Deadlock—fundamentals. Where a joint venture involves a minority shareholder (ie a shareholder, or several shareholders, each holding under 50 per cent of the JVC’s issued share capital) alongside a majority shareholder, the majority will generally be entitled to appoint more directors to the JVC’s board than the minority and/or to appoint a chair. In such a structure, both parties exercise joint control at board level, so neither can dictate the joint venture’s direction or outcomes; impasses may therefore arise where views diverge and agreement proves elusive...

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Web page updated on 21/05/2026

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