Joint venture and shareholder agreements

Solicitors advising on a shareholder agreement in the West Midlands

Put the rules in writing before problems start

If two or more people own a company, or two businesses are building something together, it is worth agreeing the ground rules early. A well drafted shareholder agreement or joint venture agreement sets expectations on decision making, funding, exits, and what happens if there is a dispute.

We advise founders, family businesses, SMEs, management teams and investors on creating new agreements, updating old ones, and aligning documents with the company’s articles. Shareholder agreements commonly cover governance, share transfers and protections such as pre-emption, drag and tag rights, and leaver provisions.

We often help when co founders are setting up a new company, an investor is coming in, a family business is planning succession, or two businesses are partnering on a project.

What we can help with

Agreements drafted and negotiated to fit how your business actually runs.

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Drafting and negotiating shareholder agreements for owner managed businesses and investors

Joint venture agreements for project, trading, property and strategic partnership

Reserved matters and decision making (board and shareholder controls)

Share transfers and protections: pre-emption, consent, valuation mechanisms

Drag along and tag along rights for future sale scenarios

Good leaver and bad leaver provisions for working shareholders

Funding, dividend policy and future investment rounds

Deadlock and dispute resolution clauses to avoid expensive fallouts

What is a shareholder agreement?

A shareholder agreement is a private contract between some or all shareholders. It sets out how the company is run, how decisions are made, and what happens if someone wants to sell, leave, or a dispute arises.

It is often used to protect relationships, investment and control when there is more than one owner.

What is a joint venture agreement?

A joint venture agreement is a legally binding contract where two or more parties work together on a shared project or business goal while remaining separate businesses. It sets responsibilities, governance, funding, profit share, risk and exit arrangements.

It helps avoid misunderstandings by making roles and expectations clear from the start.

Why specialist support helps

A clearer deal structure

Structure drives tax, risk and speed. Early input can prevent costly rework later.

Fewer surprises in due diligence

We help you prepare what will be requested and respond efficiently.

Stronger contract protection

Warranties, indemnities and disclosure are key risk areas in most deals.

Better negotiation outcomes

Commercial drafting that protects you without derailing the transaction.

A smoother completion

We manage conditions, signatures, filings and completion mechanics.

The right consents addressed

Some acquisitions require notifications or consents, including under the NSI regime in certain sectors.

Keeps the deal moving

We manage the timetable, documents and completion steps so the transaction progresses without unnecessary delays.

Joint venture and shareholder agreement FAQs

If you are setting up a joint venture, bringing in an investor, or sharing ownership in a company, it is normal to have questions about how control, funding and exits work in practice.

These FAQs cover the points we are asked most often. If your situation is more complex, we can talk it through and advise on the right agreement for your business.

Do we need a shareholder agreement if we already have articles of association?

Articles set the baseline rules, but a shareholder agreement can add practical protections and commercial detail, and can cover matters not in the articles. It should be aligned to avoid conflict between documents.

What clauses usually matter most in a shareholder agreement?

Common key areas include reserved matters, share transfer restrictions, pre-emption rights, drag and tag rights, and good leaver and bad leaver provisions.

What is the difference between a JV agreement and forming a new JV company?

Some joint ventures operate by contract between businesses, while others use a new company owned by the parties. The best approach depends on risk, tax, funding, staff and the commercial goal.