Delhi HCSupreme CourtNCLTNCLATCCIDRTRERADPDP 2023

Problem · Solution · Result

Joint Venture Lawyers in India

A joint venture is only as strong as the agreement that defines it.

100+

JV Transactions

50+

Cross-Border JVs

80%

JV Disputes Resolved Without Litigation

The Challenge — And Our Solution

Joint ventures in India — between domestic corporates, or between Indian and foreign partners — are some of the most complex and litigation-prone transactions in corporate law. They require careful alignment of commercial objectives, governance structures that work when the partners disagree (not just when they agree), clear IP ownership, fair valuation mechanisms for exit, and a regulatory structure that satisfies both FEMA (for foreign partners) and sector-specific approvals. Corpus Juris Legal structures, documents, and advises on joint ventures from initial MOU through JVA, shareholder agreement, and post-JV governance.

  • JV structure advice — company, LLP, contractual, or SPV
  • Joint Venture Agreement (JVA) and Shareholders Agreement (SHA) drafting
  • Board composition and governance framework for JV companies
  • IP contribution, licensing, and ownership structuring in JVs
  • Deadlock mechanisms — casting vote, independent director, put/call, dissolution
  • FEMA compliance for foreign partner JV investments

Frequently Asked Questions

What is the best structure for a joint venture in India — company or LLP?+

For commercial JVs with foreign partners, a private limited company is generally preferred — it allows equity participation, has a clear Companies Act governance framework, and is familiar to institutional investors. LLPs are better for professional services JVs and where partners want pass-through taxation. The choice affects stamp duty, tax, and FEMA compliance.

What are the essential provisions in a JV agreement in India?+

A JV agreement must cover: share capital and equity split, governance (board seats, quorum, reserved matters), IP contribution and ownership, profit sharing and dividend policy, ROFR/ROFO on share transfers, non-compete restrictions, exit mechanisms (put/call, tag-along, drag-along), and a deadlock resolution mechanism with a dissolution backstop.

How do deadlock provisions work in an Indian JV agreement?+

Deadlock provisions activate when the JV board or shareholders cannot agree on a reserved matter. Common mechanisms: escalation to senior management, independent expert determination, put/call option (Russian roulette or shoot-out clause), and ultimately winding up. The choice of mechanism affects negotiating dynamics — we advise on which mechanism suits each JV's risk profile.

Structure Your Joint Venture

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