Documenting the corporate joint venture

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Published by a LexisNexis Corporate expert
Practice notes

Documenting the corporate joint venture

Copyright © 2025 LexisNexis

Published by a LexisNexis Corporate expert

Practice notes
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Articles of association and the joint venture agreement

The principal documents required for a corporate joint venture are:

  1. •

    the articles of association (articles) of the joint venture company (JVC), and

  2. •

    the joint venture agreement or shareholders' agreement (JVA)

Practice differs as to which terms are included in the articles and which are included in the JVA. Some of the key distinctions between the articles and the JVA are set out in the table below.

Differences between the JVA and articles

SubjectArticlesJoint venture agreement
PublicityPublicly available document required to be filed at Companies HouseGeneral view is that the JVA does not have to be registered provided that the JVA does not purport to amend the articles or contain matters for which the Companies Act 2006 prescribes a special resolution. It is therefore important not to cross-refer to the JVA but rather to set matters out comprehensively in the articles. Commercially sensitive terms will therefore often be included in the JVA
AmendmentCan generally be amended by special resolution (requiring
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United Kingdom
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Key definition:
Corporate joint venture definition
What does Corporate joint venture mean?

A commercial arrangement between two or more parties who agree to pool their resources for the purpose of accomplishing an intended project (or other business activity) which takes the form of a separate limited liability company where each party is a shareholder.

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