Shareholders' agreement: joint venture through company

This template is for a company that is the vehicle for a joint venture operated by two or more parties. The shareholders in the project could be two or more individuals or companies, whilst the venture could be any business, from a property renovation to the design and manufacture of an item that requires the specialist expertise and skills of all partners. Use for a project that has a purpose and structure over a short time scale.

Suitable for use in: England & Wales and Scotland
£58.80 inc VAT ( £49.00 ex VAT )
  • Solicitor approved
  • Plain English makes editing easy
  • Guidance notes included
  • Money back guarantee
About
Preview
Why from us
Ask a question
Customer reviews

About this document

This document regulates a company set up for a specific joint venture project.

Although the company will be an independent legal unit, the venturers will want to know what is happening and will exert closer control than if they were mere shareholders in an associated company.

It is assumed that the venturers will be two companies, but they could as easily be three or more – individuals or any other entities.

This agreement is about control, co-operation and management. It is as suitable for research project as to construct a road or export goods abroad. There is no specific cut off between a joint venture company and any other in tax laws and other areas.

A shareholder agreement is an essential document for partners in a JV, more so if contributions of time, expertise, money, use of assets and intellectual property brought in are not in equal proportions.

A JV is also likely to be time or outcome limited, compared to a normal company that is likely to be expected to continue trading into the long term future. After the goals of the venture have been achieved, the owners are likely to go their own ways and disband the company.

This template helps the parties to identify and deal with the most likely points of dispute. Given the nature of joint projects, we have provided particular emphasis on deadlock resolution during decision making, transfer of shares, and exit arrangements.

This agreement is drawn by a UK solicitor with experience of problems that can occur in the management of a JV company.

Note: It is important that the articles of association of the company are in terms that permit and support this agreement. A template for suitable articles is available here.

Contents

In many areas, we give you complete alternative paragraphs and explain in the notes when each will be the most suitable for you.

This document contains commercial paragraphs as well as what you might call technical legal provisions. You can choose which are suitable for your needs. Many are based on our practical experience as solicitors of dealing with shareholder disputes.

Examples of these provisions are:

  • obligations of the company to the shareholders (the company is also a party to the agreement)
  • roles of directors and actions by the company or a director which require shareholders’ consent: controls and redistributes power between the parties
  • financial information for all shareholders
  • list of actions that require all shareholders’ (or whatever percentage you decide) consent
  • how to deal if deadlock occurs
  • how to deal with new intellectual property
  • tax matters
  • transfers of shares and rights of pre-emption or first refusal: when allowed, under what conditions and to whom
  • termination of this agreement
  • procedure after termination
  • publicity about the deal
  • confidentiality
  • dividend policy and procedure
  • use of a shareholder’s own assets in the business
  • different valuation methodologies for the shares on the departure of a shareholder
Draftsman

This document was written by a solicitor for Net Lawman. It complies with current English law.

What Our Clients Say
  • "I have used you in the past and am always impressed!"

    Diane Bantten (Acquit Debt Recovery)
  • "A great site for small business owners. I have required two documents and you have been able to provide both at a modest cost. Both documents have met with my requirements and saved me on legal fees. Keep up the good work."

    Warren Brogden
  • "I used Netlawman.co.uk to pre-work some contracts for my lawyer. He came back stating that the forms were 'excellent' and saved me several billable hours."

    Chris T.