How to review a joint venture agreement under English law

A joint venture brings two or more parties together for a shared business project. Under English law the structure chosen, whether a contract, a company or a partnership, decides how the venture is governed, who is liable and how the parties get out. This checklist covers the main clauses and how to review a joint venture agreement in Word with LexDraft.

Last checked: 18 October 2026. The law changes; check the current position before relying on this page.

This guide covers the law of England and Wales. Scotland and Northern Ireland have their own rules on several of the points below.

Choose the structure first

• Contractual joint venture. The parties cooperate under a contract without forming a new entity. Simple, but there is no separate vehicle to hold assets or contract with others.
• Joint venture company. A limited company owned by the parties, governed by its articles of association and a shareholders' agreement. The articles bind the company and its members (Companies Act 2006, section 33). See our shareholders' agreement guide.
• Limited liability partnership. A body corporate under the Limited Liability Partnerships Act 2000, with flexibility on profit sharing set by the members' agreement.
• Partnership. Parties who carry on a business in common with a view of profit may be partners under the Partnership Act 1890 even without meaning to be, with unlimited liability for the firm's debts. Say expressly if no partnership is intended.

Clause checklist

• Scope and business plan. The purpose of the venture, its field and territory, and how the business plan is approved and updated.
• Contributions and funding. Initial cash, assets, IP and people each party contributes, and what happens if further funding is needed and a party will not pay.
• Governance. Board composition, appointment rights, quorum and chair. Shareholders can remove a director by ordinary resolution under section 168 of the Companies Act 2006, so appointment and voting rights usually sit in the articles.
• Reserved matters. Decisions that need the consent of all parties or a special majority, such as new shares, borrowing, major contracts and changes to the business.
• Deadlock. What happens when the parties cannot agree: escalation to senior management, mediation, an independent expert, or buy-sell mechanisms such as a "Russian roulette" or "Texas shoot-out" clause.
• IP. Who owns IP contributed to and created by the venture, and the licences each party keeps on exit.
• Restrictive covenants. Non-compete and non-solicitation obligations on the parties. They must be reasonable and are also tested under competition law.
• Transfers and exit. Lock-in periods, pre-emption on transfer, tag-along and drag-along rights, call and put options on default or change of control, and how shares are valued.
• Minority protection. In a joint venture company, a member can petition for unfair prejudice under section 994 of the Companies Act 2006 even without express rights.
• Merger control. Creating a joint venture can be a merger the Competition and Markets Authority can review. The UK regime is voluntary, but the CMA can investigate deals that meet its thresholds, which include a UK turnover test (raised to £100 million from 1 January 2025) and a share of supply test. Take competition advice early.
• National security. The National Security and Investment Act 2021 can require mandatory notification to the government before certain acquisitions of shares or voting rights in entities active in specified sensitive sectors. Check whether the venture's activities fall within those sectors.
• Termination. Events that end the venture, how assets, contracts and staff are split, and which obligations survive.

Review the joint venture agreement in Word with LexDraft

1. Open the joint venture agreement in Word, open LexDraft from the Home tab and set the jurisdiction chip to UK: England & Wales (or UK: Scotland or UK: Northern Ireland if that is the governing law).
2. Run the quick checks. They are rule-based and run without AI, catching undefined or unused defined terms, broken cross-references, numbering gaps and inconsistent capitalisation.
3. LexDraft has four built-in playbooks (NDA, SaaS MSA, DPA and services agreement) and no dedicated joint venture playbook, so run a general review against English law and use the checklist on this page to direct your own read. This is a general AI review, not a playbook. Findings are graded Critical, High, Medium or Low, and LexDraft flags standard terms that are missing.
4. Accept or reject each proposed redline. Accepted edits land as native Word tracked changes, ready for the other side.
5. Ask the Assistant to explain a clause in plain English or suggest wording for your side. Answers use UK spelling.
6. Look up any case you want to rely on in the Case law tab, then open the judgment on Find Case Law and read it yourself. UK judgments in LexDraft come from The National Archives' Find Case Law service, which only partially represents the activities of the courts and tribunals. Not every judgment or decision is included. Find Case Law does not include judgments from Scottish or Northern Irish courts or tribunals.

LexDraft does not give legal advice and does not summarise judgments. AI output can be wrong, so qualified counsel must check every redline before it goes out.

Common mistakes

• A shareholders' agreement that says one thing and articles that say another, with no clause on which prevails.
• No deadlock mechanism in a 50:50 venture.
• "Business" and "Venture" defined differently in different documents. The defined-term check catches this.

This guide is general information, not legal advice. LexDraft does not give legal advice; qualified counsel must review every draft. LexDraft is not affiliated with or endorsed by The National Archives or any court. Spotted something out of date? Email support@lexdraft.ai and we will fix it.