Business Setup

Joint Venture Agreement

A Joint Venture Agreement governs a business collaboration between two or more parties for a specific purpose. Covers contributions, profit sharing, governance, and exit terms.

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Drafted to comply with Kenyan law and international common law standards.

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Who needs this document

You need a joint venture agreement if you and another party are collaborating on a specific business project, combining resources, skills, or market access. It defines each party's contributions, profit sharing, governance, and exit terms — preventing the disputes that arise from informal JV arrangements.

What this document covers

JV parties' details

Purpose and scope of the joint venture

Capital contributions by each party

Profit and loss sharing

Governance and decision-making

Whether a separate entity is created

Exit provisions

IP ownership of JV outputs

Governing law clause

Frequently Asked Questions

Is a joint venture agreement enforceable in Kenya?

Yes. Joint ventures are governed by the Law of Contract Act (Cap. 23) and, if structured as a company, the Companies Act 2015. The agreement must clearly define each party's contributions, the purpose of the venture, profit sharing, governance, and exit mechanisms.

Does a joint venture create a separate legal entity in Kenya?

Not automatically. A joint venture can be contractual (no separate entity — the parties collaborate under contract) or corporate (a new company is incorporated for the purpose). The agreement should specify which structure is intended and the implications for liability.

Is a joint venture agreement valid internationally?

Yes. Joint ventures are common in international business and are enforceable across all common law jurisdictions. For cross-border joint ventures, specify the governing law, the jurisdiction of any dispute resolution, and how profits are repatriated.