TRW & Co · Corporate & Commercial
Joint Venture Solicitors in London
Joint venture solicitors London businesses instruct help partners share capital, risk and control without losing the ability to protect themselves. The right structure, a realistic deadlock route and early checks on competition law and national security screening matter more than any single clause. This guide explains how English-law joint ventures work in 2026 and where they go wrong.
Key pointNominee directors owe their duties to the joint venture company, not to the shareholder that appointed them, so information-sharing and conflict rules must be agreed in the joint venture agreement before the first board meeting.
At a glance
No single JV statute
English law has no joint venture statute; the chosen vehicle, whether company, LLP, partnership or contract, decides liability, governance and how parties can exit.
Nominee directors' duties
Directors appointed by each party owe Companies Act 2006 duties, including section 172, to the JV company itself rather than to their appointing shareholder.
Merger control can apply
Contributing an existing business to a JV can be a merger; since January 2025 the UK target turnover threshold is £100 million.
NSIA filings can be mandatory
Acquiring stakes above 25%, 50% or 75% in entities in 17 sensitive sectors needs approval; unapproved notifiable acquisitions are void.
Plan the exit on day one
Deadlock routes, put and call options, transfer restrictions and post-exit IP licences should be agreed at signing, not negotiated in a dispute.
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What joint ventures cover in England and Wales
Joint venture solicitors London businesses instruct are usually asked to solve one problem: how two or more independent organisations can share risk, capital and control in a common project without losing the ability to protect their own interests. A joint venture (JV) is not a legal term of art in English law. It describes a commercial arrangement, and the legal form you choose decides almost everything that follows.
Joint ventures appear across the economy. Typical examples include a developer and a landowner building out a site, two technology companies pooling intellectual property, an infrastructure fund co-investing with an operator, a UK brand partnering with an overseas manufacturer, or a family business admitting a strategic investor into a single division. Each has different needs for governance, funding and exit.
A JV becomes a legal question earlier than most parties expect. Confidentiality and exclusivity at the heads of terms stage, competition law limits on information sharing between competitors, foreign investment screening and the ownership of pre-existing intellectual property all need attention before the first board meeting. Getting these wrong is expensive to fix later.
Our corporate team advises on the whole life cycle, from structuring and negotiation to deadlock, restructuring and exit, working with colleagues in competition, tax, real estate and disputes.
Choosing a joint venture structure
The first decision is the vehicle. Each structure carries different consequences for liability, tax transparency, governance flexibility, accounting consolidation and how easily a party can leave. The table below compares the main options under English law.
| Structure | Liability | Governance and flexibility | Typical use |
|---|---|---|---|
| Contractual JV (no new entity) | Each party liable for its own obligations; risk of being treated as a partnership if profits are shared | Highly flexible; governed only by the contract | Single projects, consortium bids, co-marketing, research collaborations |
| Private limited company | Limited to share capital, subject to guarantees given | Articles of association plus a shareholders' agreement; Companies Act 2006 formalities apply | Long-term operating businesses, projects needing third-party finance |
| Limited liability partnership (LLP) | Limited for members, with tax transparency in most cases | Members' agreement governs; fewer capital maintenance rules | Professional and property ventures where tax transparency matters |
| General partnership | Unlimited and joint for partners | Partnership Act 1890 default rules unless displaced | Rare for corporate JVs because of unlimited liability |
| Limited partnership | Limited partners protected if they do not take part in management | Limited Partnerships Act 1907; general partner manages | Fund-style and co-investment structures |
The corporate JV company
Most operating joint ventures use a private company limited by shares. The company offers limited liability, a familiar governance model and a clear asset for lenders to take security over. The parties' bargain then sits in two documents: the articles of association, which are public and bind the company and its members, and a shareholders' agreement, which is private and contractual.
The shareholders' agreement does the heavy lifting. It sets out reserved matters, board composition, funding obligations, business plan approval, transfer restrictions, deadlock resolution and exit. Our article on shareholder agreements in the UK explains the core provisions in more detail.
Contractual and partnership structures
A purely contractual joint venture avoids the cost of a new entity, but the parties must be careful about sharing profits. Under the Partnership Act 1890, a partnership arises where persons carry on a business in common with a view of profit, whatever they call the arrangement. An accidental partnership exposes each party to unlimited liability for the other's acts within the business.
An LLP under the Limited Liability Partnerships Act 2000 combines limited liability with a flexible members' agreement. It is often preferred where the parties want profits taxed in their own hands rather than at entity level.
The legal and regulatory framework
Company law and directors' duties
Where the JV is a company, the Companies Act 2006, Part 10 imposes general duties on every director, including the nominee directors each party appoints. The duty to promote the success of the company under section 172 is owed to the JV company, not to the shareholder that appointed the director. A nominee may take account of the appointer's interests only so far as they are consistent with that duty.
Conflicts are the recurring issue. Section 175 requires directors to avoid conflicts of interest, and section 177 requires disclosure of interests in proposed transactions. A well-drafted JV agreement anticipates these conflicts by authorising nominees to share information with their appointer and to abstain on matters where the parent is a counterparty, such as supply or services contracts with the JV.
Minority shareholders also have statutory protection. Under section 994, a member may petition the court if the company's affairs are conducted in a manner unfairly prejudicial to its interests. Our guide to unfair prejudice petitions explains when that remedy is realistic.
Competition law
A JV between actual or potential competitors raises two separate competition questions. First, the arrangement itself, and any restrictions in it, must comply with the Chapter I prohibition in section 2 of the Competition Act 1998, which prohibits agreements that restrict competition. Joint venture solicitors London partners instruct will review these restrictions before signing. Non-compete clauses, information exchange and coordination outside the JV's scope are the usual risk points.
Second, creating a JV can be a merger under the Enterprise Act 2002 if a party acquires control or material influence over an existing business contributed to it.
Since the Digital Markets, Competition and Consumers Act 2024 reforms took effect on 1 January 2025, the target turnover threshold is £100 million, the share of supply test remains at 25%, a new hybrid test can catch acquirers with a large UK presence, and a small merger safe harbour applies where each party's UK turnover is below £10 million. Our article on UK merger control thresholds sets out the tests, and our merger control team advises on whether to notify the Competition and Markets Authority.
National security screening
The National Security and Investment Act 2021 requires mandatory notification of certain acquisitions of entities active in 17 sensitive sectors, including where a party crosses shareholding or voting thresholds of more than 25%, more than 50% or 75% or more. A notifiable acquisition completed without approval is void. JV formations and later increases in a party's stake can both trigger the regime, so it belongs on the term sheet checklist. Our foreign investment team advises on filings.
Transparency and Companies House
The Economic Crime and Corporate Transparency Act 2023 has changed the administrative side of running a JV company. Since 18 November 2025, new directors must verify their identity with Companies House before appointment, and existing directors and people with significant control are being brought into the regime over a transition period. Overseas parents appointing nominee directors should build verification into their appointment timetable.
Key terms that decide whether a joint venture works
Joint venture solicitors London clients rely on spend most negotiation time on a handful of provisions. These terms decide whether the venture can make decisions, raise money and end cleanly.
Reserved matters
A list of decisions needing unanimous or supermajority approval protects the minority. Too long a list paralyses the business, so tie reserved matters to value thresholds and the approved business plan.
Funding obligations
Set out initial contributions, whether further funding is mandatory, and what happens if a party defaults. Dilution formulas and default remedies must be commercially credible to be enforceable in practice.
Transfer restrictions
Lock-in periods, pre-emption rights, tag-along and drag-along rights, and change of control clauses stop a partner being replaced by an unwelcome stranger or a competitor.
Intellectual property
Distinguish background IP each party contributes from foreground IP the JV creates. Decide who owns it, what licences survive termination, and what happens to know-how on exit.
Restrictive covenants
Non-compete and non-solicit clauses must be no wider than needed to protect the JV, both to be enforceable as restraints of trade and to comply with competition law.
Deadlock and exit
Escalation, mediation, expert determination, call and put options and buy-sell mechanisms each suit different relationships. Choose the mechanism you would actually be willing to trigger.
Put and call options are often the cleanest exit tools. Our article on put and call options explains how pricing and trigger events are typically drafted.
The joint venture process from term sheet to launch
Most joint ventures follow a recognisable path. Timelines vary with regulatory clearances, the number of parties and whether assets are being contributed, but the order of work is broadly the same.
- Strategy and partner diligence. Each party should understand its partner's ownership, financial standing, sanctions exposure and track record. This is especially important where the partner is overseas or privately held.
- Confidentiality and heads of terms. Sign a non-disclosure agreement before sharing commercially sensitive data, then agree non-binding heads of terms covering structure, contributions, governance and exit. Make exclusivity and confidentiality legally binding.
- Regulatory mapping. Check merger control, national security screening, sector licensing and any overseas approvals. Build clean team arrangements if the partners compete.
- Structuring and tax. Settle the vehicle, the jurisdiction of incorporation, how assets are contributed and how profits will be extracted. Tax advice should run alongside legal structuring, not after it.
- Documentation. Negotiate the shareholders' or members' agreement, the articles, asset transfer or licence agreements, and any services, supply or secondment agreements between the JV and its parents.
- Conditions and completion. Satisfy conditions such as clearances and third-party consents, then complete: issue shares, transfer assets, appoint directors and file at Companies House.
- Post-launch governance. Hold the first board meeting, adopt the business plan, set up reporting and diarise review points, option windows and lock-in expiry dates.
Agree the business plan approval mechanism before signing. Many JV disputes begin when the first annual plan cannot be agreed and the agreement says nothing about what happens next. A default rule, such as continuing the previous plan with inflation-linked adjustments, keeps the business running while the parties negotiate.
Documents and evidence to assemble
Good preparation shortens negotiation. Before instructing joint venture solicitors London parties should gather the following, so advice can be specific from the first meeting.
- Group structure charts for each party, showing ultimate owners and any state or sanctioned-person involvement.
- A business plan or financial model for the JV, including funding needs over the first three to five years.
- Details of assets, contracts, employees and IP each party will contribute, with any third-party consents needed to transfer them.
- Turnover and market share information for merger control and national security analysis.
- Existing agreements with the proposed partner, including NDAs, letters of intent and any exclusivity arrangements.
- Each party's internal approval requirements, such as board or investment committee sign-off and lender consents.
- Where employees transfer, staff lists and terms, since the Transfer of Undertakings (Protection of Employment) Regulations may apply to asset contributions.
A joint venture agreement is tested not on the day it is signed but on the day the partners disagree. Draft for that day.
Risks and common mistakes
Treating heads of terms as the whole deal
Heads of terms are usually stated to be non-binding except for confidentiality, exclusivity and costs. Parties sometimes start operating on the strength of heads alone, contributing staff, customers or IP before the definitive agreement exists. If negotiations then collapse, unpicking contributions is difficult and can generate claims in contract, unjust enrichment or breach of confidence. Limit pre-signing cooperation to what you could live with if the deal fails, record what each party has contributed, and make sure confidentiality obligations cover information shared in early discussions.
A deadlock mechanism nobody will use
Buy-sell provisions such as "Russian roulette" or "Texas shoot-out" clauses look decisive on paper. In practice they favour the party with more money and better information. If one partner is cash constrained, it may never trigger the clause, and the other may use the threat of it as leverage. Consider a tiered approach instead: escalation to senior executives, then mediation, then an option for a defined exit at a valuation by an independent expert. Match the mechanism to the parties' relative strength.
Ignoring competition law in day-to-day operation
Competition compliance does not end with clearance. Nominee directors and secondees often receive commercially sensitive information about the JV's pricing, customers and strategy. If they pass it back to a parent that competes with the JV, the parties may be exchanging information in a way that infringes the Chapter I prohibition. Set clear information barriers, train nominee directors, and restrict the JV's scope so that coordination does not spill into markets where the parents compete. Our competition law team can design these protocols.
Unclear ownership of intellectual property
Many technology and brand JVs fail to say who owns improvements to background IP or what licences the JV holds after a party exits. On termination, each party may then claim ownership of the same know-how. Define background and foreground IP carefully, record contributions in schedules, and set out post-exit licences, including whether they are exclusive, royalty-bearing and territorially limited. Register IP in the right owner's name and check that employees' and contractors' work is properly assigned to the JV.
Overlooking the cost of exit
Exit provisions often focus on price and ignore everything else. Who keeps the JV's name, customers and employees? Do supply contracts with a departing parent continue on the same terms? Are there tax charges on unwinding asset contributions? Is the departing party released from guarantees it gave to the JV's lenders? Each of these can be worth more than the share price. Address them in the agreement, and revisit the exit model when the business changes significantly.
Cross-border joint ventures and the Bangladesh connection
For joint venture solicitors London is often the neutral meeting point. International joint ventures raise extra questions: which law governs, where disputes are resolved, how profits are repatriated and which regulators must approve the deal. Many parties choose English law and London arbitration for neutrality and predictability, even when the JV operates in another country.
UK–Bangladesh joint ventures
TRW & Co is headquartered in Dhaka, and many of our London matters involve a UK party partnering with a Bangladeshi business or a Bangladeshi group investing in the UK. A Bangladeshi JV company will usually be incorporated under the Companies Act 1994 of Bangladesh, and the shareholders' agreement must work alongside local rules on foreign ownership, investment registration and foreign exchange. Our investing in Bangladesh page explains the approvals typically involved.
Bangladesh is a party to the New York Convention on the recognition and enforcement of foreign arbitral awards and has an Arbitration Act 2001, which makes a London-seated arbitration clause a common choice for UK–Bangladesh JVs. The UK and Bangladesh also have a bilateral investment treaty dating from 1980. Our article on English law and London arbitration in Bangladesh contracts explains the practical drafting points, and our international arbitration team handles disputes.
The EU, the Gulf, Singapore and China
Joint ventures with an EU dimension may need clearance under EU or national merger control in addition to the UK regime, especially where the JV is a full-function business operating on a lasting basis. Gulf and Chinese JVs often involve local ownership rules or licensing conditions that shape the governance structure. Singapore is frequently used as a regional holding jurisdiction. In each case we coordinate with TRW & Co's offices and trusted local counsel so the English-law agreement and local constitutional documents say the same thing.
Joint venture solicitors London: how TRW & Co helps
As joint venture solicitors London clients turn to for cross-border work, we advise founders, corporates, family businesses and investors on both sides of a JV. Our work is practical and commercially focused. We do not promise outcomes, but we do aim to give clear advice on risk and leverage at each stage.
- Structuring: comparing company, LLP and contractual models, and coordinating tax and accounting input.
- Negotiation and drafting: heads of terms, shareholders' and members' agreements, articles, IP licences, services and supply agreements.
- Regulatory: merger control analysis, national security screening and sector approvals, working with our M&A team where assets are acquired.
- Governance support: board procedures, conflict protocols for nominee directors and information barriers.
- Restructuring and exit: partner buy-outs, new investor entry, deadlock resolution and orderly termination.
- Disputes: where relationships break down, our shareholder disputes team advises on court and arbitration options. Where advocacy in the higher courts is required, we instruct specialist counsel.
You can explore our wider practice areas or contact our London office to discuss a proposed joint venture. We are based at Holborn Gate, 330 High Holborn, London WC1V 7QH, and can be reached at info@trw.co.
Checklist for decision-makers
Before committing to a joint venture, a board or investment committee should be able to answer yes to each of the following questions. Experienced joint venture solicitors London boards instruct will test each one.
- Have we chosen a structure that matches our liability, tax and exit priorities?
- Have we diligenced our partner's ownership, finances, sanctions exposure and reputation?
- Have we checked merger control, national security and sector approvals in every relevant country?
- Do the reserved matters protect us without paralysing the business?
- Is it clear what happens if a party fails to fund, and is the remedy realistic?
- Do we know who owns background and foreground IP, during and after the JV?
- Will our nominee directors understand their duties to the JV company and their conflict rules?
- Is there a deadlock route we would actually be prepared to use?
- Have we priced and planned the exit, including guarantees, contracts, staff and brand?
- Have we chosen a governing law and dispute forum that will produce an enforceable result where the assets are?
Answering these questions early saves time and cost. Joint venture solicitors London businesses instruct at the term sheet stage can usually prevent the problems that otherwise surface years later.
Frequently asked questions
01What is the best legal structure for a joint venture in the UK?
There is no single best structure. A private limited company suits most long-term operating ventures because it offers limited liability, a familiar governance model and an entity lenders can lend to. An LLP suits parties wanting tax transparency with limited liability. A contractual JV suits a single project or collaboration where no shared business is created, but care is needed to avoid an accidental partnership with unlimited liability. The choice depends on liability, tax, accounting, funding and exit priorities, so structure and tax advice should run together.
02What should a joint venture agreement include?
At minimum it should cover the purpose and scope of the JV, contributions and further funding, board composition and quorum, reserved matters requiring joint approval, business plan approval, information rights, transfer restrictions such as pre-emption, tag-along and drag-along rights, restrictive covenants, ownership and licensing of intellectual property, deadlock resolution, default events and exit routes. It should also say which law governs and how disputes are resolved. The articles of association must be consistent with the agreement, since conflicts between the two cause problems later.
03Do joint ventures need competition clearance in the UK?
Sometimes. If a party acquires control or material influence over an existing business contributed to the JV, it may be a relevant merger situation under the Enterprise Act 2002. The CMA can review deals meeting the turnover, share of supply or hybrid tests, though filing is voluntary. Separately, the JV agreement and its restrictions must comply with the Chapter I prohibition in the Competition Act 1998, particularly where the partners compete. Early analysis avoids surprises after completion.
04Can a joint venture be called in under the National Security and Investment Act?
Yes. The National Security and Investment Act 2021 applies to acquisitions of control over qualifying entities and assets. Where the entity is active in one of the 17 mandatory sectors and a party crosses the relevant shareholding or voting thresholds, notification and approval are required before completion, and a notifiable acquisition completed without approval is void. Outside the mandatory sectors, the government can still call in transactions that may raise national security concerns, so voluntary notification is sometimes sensible.
05How are deadlocks resolved in a 50:50 joint venture?
Usually through a tiered process set out in the shareholders' agreement. Disagreements are first escalated to senior executives of each party, then to mediation, and finally, if unresolved, to an exit mechanism. Exit mechanisms include buy-sell clauses, call or put options at an independently determined value, or a sale of the JV. Some agreements give a casting vote on specific issues to one party. Without a contractual route, the parties may have to rely on court remedies such as an unfair prejudice petition or just and equitable winding up, which are slower and more costly.
06Can our nominee director share JV information with us?
Only within limits. A nominee director owes duties to the JV company, including confidentiality and avoiding conflicts. The shareholders' agreement can authorise nominees to report to their appointer, but competition law restricts sharing commercially sensitive information where the parent competes with the JV. Most well-run JVs combine a contractual information-sharing permission with information barriers and clear guidance for nominees on what can be passed on and to whom.
07Should a UK–Bangladesh joint venture use English law?
English law and London arbitration are common choices for UK–Bangladesh joint ventures because they offer neutrality and a well-developed body of commercial law. Bangladesh is a party to the New York Convention, which supports enforcement of foreign arbitral awards, but local corporate, foreign exchange and investment registration rules still apply to a Bangladeshi JV company. The shareholders' agreement and the local articles must therefore be drafted together so that they are consistent and enforceable in both countries.
Sources and official materials
- Companies Act 2006, Part 10 (directors' duties) — General duties of directors, including sections 171 to 177
- Competition Act 1998, section 2 — Chapter I prohibition on anti-competitive agreements
- Enterprise Act 2002 — UK merger control regime
- National Security and Investment Act 2021 — Mandatory and voluntary national security screening
- Partnership Act 1890 — Default rules for general partnerships
- Limited Liability Partnerships Act 2000 — Framework for LLP joint ventures
- Competition and Markets Authority — UK competition and merger control authority
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.