
Joint ventures (JVs) are a form of partnerships which offer startups opportunities to pool resources, share risks, and accelerate growth.
However, misaligned expectations or poorly drafted JV agreements can lead to disputes, deadlocks, or financial losses. This guide sets out the legal and operational considerations for founders exploring such a partnership.
Is JV the best structure for my company?
The main advantages of forming a JV entity include the ability to allocate legal ownership and profits based on the respective parties’ contributions, formalise roles and responsibilities, and limit liability to the assets of the JV itself.
However, JVs can also be complex to manage, potentially leading to conflicts, loss of control, or misaligned objectives among partners.
In contrast, unincorporated JVs or simple collaborations, often governed by a contract rather than a new legal entity, may likely offer greater flexibility and speed, making them ideal for short-term projects or when partners want to “test the waters” before committing fully.
These arrangements typically involve less administrative burden and allow each party to retain its independence, but they also expose participants to greater personal liability and may lack the credibility or structure needed for larger-scale ventures.
For many startups, starting with a contractual collaboration can be a measured approach to build trust and assess compatibility before formalising a deeper, more integrated joint venture.
Establishing the JV entity and structure
Once you’ve decided that setting up a JV entity is the best way forward to formalise the legal relationship with the potential partner, the next step is to choose the right legal structure to define liability, tax obligations, and governance.
The legal vehicle is usually a company which provides asset protection and clear ownership shares.
Also Read: The startup equity mirage: Why most employees never cash in
You can define equity splits based on contributions (cash, intellectual property, or labour). For example, if Shareholder A invests US$200,000 and Partner B contributes proprietary technology, you may have to agree on the IP valuation of the said proprietary technology so that you can allocate ownership percentages transparently.
Considerations include:
- Agreement on equity ownership and equity distribution. Parties may want to allocate equity based on contributions (cash, IP, or labor) and agree on vesting schedules (e.g., four year vesting with a one year cliff) to incentivise long-term commitment.
- Anti-dilution provisions to protect your startup’s stakes during future funding rounds.
- Engaging a corporate lawyer to draft the term sheet and shareholders agreement.
Aligning roles, duties, and decision making
Ambiguity in roles is a common catalyst for conflict. Generally, the board members of the JV entity will appoint the senior management team in the entity. We recommend parties to define roles explicitly to avoid overlaps or gaps in responsibilities. Considerations include:
- Assigning operational roles (e.g., CEO, CTO). Document these roles in the JV agreement or in respective service agreements executed by the relevant role and the JV entity.
- Implementing reserved matters list or special majority (i.e. >75 per cent) voting for critical decisions (e.g., mergers, IP licensing).
Planning for deadlocks, exit strategies and termination
A deadlock in a joint venture occurs when partners are unable to reach an agreement on key decisions, causing the business to stall or become inoperable.
We recommend including escalation clauses before triggering exit mechanisms. The usual process may include an internal negotiation among the disputing parties before resorting to a third party (e.g. mediation or arbitration).
Mitigating fallout strategies may include:
- Buy-sell clause (e.g. Russian Roulette clause) sets out buyout terms if a deadlock remains unresolved, founder leaves, becomes incapacitated, or breaches the agreement
- Voluntary exit clauses: Allow founders to sell their stakes after a notice period, with first-refusal rights for partners.
- Drag-along/Tag-along rights: Protect minority shareholders during acquisitions by letting them join or force a sale.
- Termination triggers: Automatically dissolve the JV if milestones (e.g., revenue targets) aren’t met within a certain agreed timeframe.
Also Read: Why VCs dislike messy cap tables in startups
Intellectual property (IP) and confidentiality
IP disputes may also derail startup partnerships. Before starting a new JV, define ownership of existing and new IP, including whether pre-existing IP remains with original owners or transfers to the JV. Get a legal counsel to draft clear terms for joint IP ownership, licensing, or revenue-sharing from new innovations.
Considerations include:
- Retaining pre-JV IP: Specify that existing intellectual property assets (e.g. patents or trademarks) remain with their original owners.
- Where possible, avoid joint IP ownership (e.g., 50/50 splits) unless the parties can agree if the JV develops new technology, agree upfront on the revenue-sharing terms and licensing rights.
Risk mitigation and dispute resolution
Before starting a new JV, conduct due diligence on partners’ financial health, reputation, and cultural fit to avoid mismatches. Considerations include:
- Including an arbitration clause to resolve disputes efficiently without litigation.
- Due diligence: Investigate partners’ financial history, litigation records, and cultural fit.
- Insurance: Secure liability coverage for breaches or operational errors.
Final thoughts
A well drafted JV agreement balances flexibility with legal safeguards. Founders should consult a startup lawyer to tailor terms to their venture’s needs, ensuring compliance and minimising risks. By addressing these issues upfront, startups can transform joint ventures from potential liabilities into strategic new growth.
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