Two businesses set up a joint company. Answer a few plain-English questions and Scorpia drafts the complete document for your situation, checks it with a second review pass, and shows you a free preview before you pay anything.
Draft my joint venture corporate — free preview →CORPORATE JOINT VENTURE AGREEMENT
__________ and __________ | JV Company: __________ | Effective: __________
THIS CORPORATE JOINT VENTURE AGREEMENT (the "Agreement") is entered into on __________
BETWEEN:
(1) __________, a company incorporated in England and Wales with company number __________, whose registered office is at __________ ("Party A"); and
(2) __________, a company incorporated in England and Wales with company number __________, whose registered office is at __________ ("Party B").
Party A and Party B are referred to individually as a "Shareholder" and collectively as the "Shareholders".
1. DEFINITIONS
(1.1) In this Agreement:
(a) "Articles" means the articles of association of the JV Company, as adopted or amended from time to time;
(b) "Board" means the board of directors of the JV Company;
(c) "Business" means __________;
(d) "Business Plan" means the business plan for the JV Company as agreed by the Shareholders from time to time;
(e) "Deadlock" has the meaning given in clause 11;
(f) "Drag-Along Notice" has the meaning given in clause 14;
(g) "JV Company" means __________, a company to be incorporated in England and Wales for the purpose of carrying on the Business;
(h) "Reserved Matters" means the matters listed in Schedule 1 to this Agreement;
(i) "Shares" means the ordinary shares in the capital of the JV Company;
(j) "Tag-Along Notice" has the meaning given in clause 15.
2. FORMATION OF JV COMPANY
(2.1) The Shareholders agree to procure the incorporation of the JV Company as soon as reasonably practicable following the date of this Agreement. The JV Company shall be incorporated as a private company limited by shares under the Companies Act 2006.
(2.2) The initial share capital of the JV Company shall be £__________, divided into __________ ordinary shares of £__________ each. Party A shall subscribe for __________ Shares and Party B shall subscribe for __________ Shares, representing __________% and __________% of the issued share capital respectively.
(2.3) The Shareholders shall procure that the Articles of the JV Company are in a form agreed between them prior to incorporation and consistent with the terms of this Agreement.
(2.4) In the event of any conflict between this Agreement and the Articles, this Agreement shall prevail as between the Shareholders.
A complete document. You answer questions in plain English and Scorpia drafts every clause to match your answers, then a second review pass checks it before you see it. Nothing is left as a blank to fill in unless you chose to leave it for later.
The law of England and Wales by default; Scotland and Northern Ireland are available where the document type exists there. The drafting notes behind each template are kept current with UK law.
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