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Joint Ventures

As one of the world’s most dynamic commercial hubs, the UAE attracts substantial foreign investment. To maximise opportunities, joint ventures are regularly created between local and overseas investors.

A joint venture agreement will often create an incorporated company which will act as the joint venture vehicle.  Alternatively, a joint venture agreement can be made between a UAE company and a foreign entity for the simple purpose of  entering each other’s markets.

Regardless of the structure and purpose of your joint venture, our corporate lawyers have the multi-jurisdictional knowledge and experience required to advise on its structure and to draft and negotiate robust, comprehensive joint venture agreements.

Our lawyers are registered with the UK Solicitors Regulation Authority (SRA) and the Dubai Legal Affairs Department. We have over ten years’ experience in advising and representing businesses based in onshore UAE, the free zones, and offshore.

Joint ventures are no longer the sole domain of large multinationals delivering massive projects. SMEs are increasingly utilising joint ventures to access new markets and/or engage the expertise of the joint venture partner to create new products.  But regardless of the scope of the project, Joint Venture Agreements need careful consideration and expert drafting.We are committed to providing practical legal advice which fits within your budget and reflects commercial realities.

How should I structure my joint venture in the UAE?

There are several matters to consider when structuring a joint venture in the UAE, including:

  • whether to establish the joint venture vehicle in a free zone or on onshore UAE?
  • will the Foreign Ownership Restriction apply?
  • who will comprise of the Board?
  • how will the joint venture be funded?
  • what risks are involved and how can these be mitigated?

Our multi-lingual lawyers have vast experience in cross-jurisdiction and local joint ventures.  We understand that commercial legal advice often must be obtained quickly – you can have confidence that our guidance is accurate, practical, and bespoke to your venture.

What clauses should be included in a Joint Venture Agreement?

Our lawyers will advise and draft a Joint Venture Agreement that regulates your business relationship.  We will also advise on how to structure your business; to succeed commercially and be tax-efficient and draft any other commercial contracts you require.

To minimise the possibility of misunderstandings or disputes, a Joint Venture Agreement should incorporate the following essential clauses:

  • structure of the joint venture -the structure of the business whether a limited company, partnership or other legal form.
  • profits and losses – agreement on division of profit and loss, and tax.
  • events of default, termination, exit and dispute resolution procedures.
  • practicalities and day to day control – issues such as bank mandates, operational restrictions.
  • ownership of assets in the joint venture including intellectual property.
  • financial commitments at outset and in future -how will the joint venture company be funded initially?  Will the investors be obliged to provide future funding?
  • borrowing – will the new business need to borrow from external sources? If so, who will agree to provide any necessary guarantee for the borrowing?
  • budgets and business plans – who will prepare and when?
  • dividends – what is the agreed policy, will they be payable and if so, on what basis?
  • senior management – who will have the right to appoint senior management? If the joint venture is based on a 50/50 investment and ownership, what happens if there is deadlock?
  • exit and grounds for termination – exit strategy is key and may include policy on sale of the business, material breach, insolvency, change of control, sale of shares to third parties, drag along or tag along rights.

If you need practical, proactive, and experienced, legal advice on joint ventures please get in touch.  We will provide you with a clear, concise Joint Venture Agreement that ensures you achieve your commercial ambitions.

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