Joint Venture Agreements and JV Company Formation

A joint venture combines one party’s capital or technology with another’s local presence. It works when the partners agree in advance how decisions are made, how capital is contributed and how either side can leave. Many joint ventures fail not because the business is weak, but because the partners never wrote down what should happen in a disagreement.

JV company: we incorporate the company with the agreed shareholding, share classes and Articles.
Capital: cash, assets or know-how contributed by each party, and what happens if more funding is needed.
Governance: board composition, matters needing unanimous or special approval, management appointments and deadlock resolution.
Exit: transfer restrictions, pre-emption, tag-along and drag-along rights, buy-sell options and non-compete.
Foreign ownership: where the JV carries on a restricted activity, the Thai partner’s shareholding must be real, with genuine capital, voting rights and dividend rights.
Intellectual property: who owns what each side brings and what the JV company may use.

Points to consider
The agreement should cover the end of the venture as carefully as the start: what happens on a breach, a change of control of a partner, or a deadlock that cannot be resolved. A clear exit is a sign of a healthy joint venture, not a sign of distrust.

How we help
We document the arrangement in a joint venture agreement and the Articles, so the deal terms bind both partners and the company. We then incorporate the JV company, register it and arrange the licenses and tax registrations it needs. Tell us who the partners are, the intended shareholding, the business and what each side will contribute. We will then propose the structure, a short term sheet for the partners to sign off, and the full agreement, so both sides agree the key points before the cost of detailed drafting is incurred. We can work with the partner's own counsel where they have one.