Joint Venture Company Setup

Legal guidance on forming joint venture entities in the UAE – from structure selection and agreement drafting through to incorporation.

Joint Venture Company Setup

We assist businesses in forming joint venture entities, providing legal guidance on structuring, drafting agreements, and ensuring compliance to establish successful and mutually beneficial partnerships.

In-depth description

Joint venture company setup assists businesses in establishing strategic partnerships by creating joint venture entities that align with their goals. We provide expert legal guidance on structuring the joint venture, drafting its foundational agreements, and ensuring compliance with UAE regulatory requirements.

Our team helps streamline the process of negotiating terms, protecting both parties’ interests, and setting clear operational frameworks — ensuring a successful and mutually beneficial collaboration between investors and business partners.

A JV in the UAE requires two distinct workstreams to be handled in parallel:

1. Legal structure and incorporation: choosing the right jurisdiction (mainland, DIFC, ADGM or free zone), entity type and ownership mechanics. Each jurisdiction has different liability, licensing and tax implications for the JV and its partners.

2. Governance documentation: the JV or shareholders agreement must cover decision-making rights, reserved matters, profit and loss allocation, management structure, dispute resolution, exit rights (drag-along, tag-along, buy-sell) and dissolution triggers. This is the document that governs the relationship for the life of the joint venture.

We handle both workstreams as a single integrated engagement — so the legal structure and the governance documentation are aligned from day one, with no gaps between the entity formation and the agreement that governs it.

Scope of work

Provide strategic advice on the optimal legal structure for the Joint Venture (JV).
Draft and negotiate the foundational agreements, such as the Shareholders’ Agreement or JV Agreement.
Incorporate the new JV company in the chosen UAE jurisdiction.
Ensure the JV’s governance framework aligns with the objectives of all partners.

Price range

AED 25,000 to AED 250,000 (hourly and fixed fee)

Deliverables

A fully incorporated and licensed JV company.
A robust, negotiated Shareholders’ or JV Agreement.

Are you setting up a joint venture in the UAE?

Are you entering a JV without a shareholders agreement?

A JV without a formal agreement creates disputes. We draft governance frameworks that protect all partners from day one.

Do you and your partner disagree on governance terms?

Governance, exit rights and profit sharing must be agreed before the JV is formed. Undocumented arrangements trigger disputes.

Have you chosen the right UAE jurisdiction for your JV?

DIFC, ADGM, mainland and free zone structures each offer different governance, liability and tax profiles for JV entities.

Are you structuring a JV with an international partner?

Cross-border JVs introduce foreign investment rules, applicable law choices and enforcement issues that must be addressed upfront.

Frequently asked questions

What is the difference between a JV and a shareholders agreement?

In practice, the terms are often used interchangeably. A JV agreement typically governs the relationship between parties before the JV entity is formed, while a shareholders agreement governs the incorporated entity itself. In the UAE, both documents are commonly drafted together as a single integrated framework.

Can a foreign company enter a joint venture in the UAE?

Yes. Foreign companies can participate in UAE joint ventures in most sectors, including through mainland LLCs, DIFC entities and free zone companies. Since the 2021 Foreign Direct Investment reforms, 100% foreign ownership is permitted for most commercial activities. Some regulated sectors retain ownership restrictions.

What governance rights should a minority JV partner have?

At minimum: reserved matters requiring unanimous or supermajority approval, information rights, anti-dilution protection, tag-along rights on exit, and deadlock resolution mechanics. Minority partners without these protections are exposed to majority decisions that directly affect their investment and exit options.

How are JV disputes resolved in the UAE?

UAE JV agreements typically include escalation mechanisms: negotiation first, then mediation, then arbitration (usually DIAC, ICC or ADCCAC) or litigation. Arbitration is strongly preferred for cross-border JVs as awards are enforceable across jurisdictions under the New York Convention. Courts are used for injunctive relief.

What happens when JV partners want to exit?

Exit mechanics must be agreed upfront: drag-along rights allow majority partners to force a full exit sale; tag-along rights protect minority partners in any sale. Buy-sell (shotgun) clauses provide a deadlock resolution mechanism. Valuation methodology and pre-emption rights must also be documented to avoid disputes at exit.

Key contacts:

Romain Astruc

Managing Partner – Generalist, Advisory & Litigation

Gabriel Elmarzouki

Associate – Corporate, Commercial & Litigation

Robin Cordeiro

Associate – Corporate and Regulatory Consultant

Other services you might need

Joint venture setup connects to corporate structuring, agreement drafting and ongoing governance. These services work alongside the JV formation.

LOI, Termsheets, MoU & Shareholders Agreements

Before the JV is formed, commercial terms must be documented. We draft the pre-deal framework and foundational JV agreements.

Learn more

Corporate Governance for UAE Business Partners

Once the JV is formed, governance must be actively managed. We advise on board structure, decision rights and obligations.

Learn more

Business Set-Up in the UAE - main overview

Incorporating the JV entity requires jurisdiction selection and UAE registration. We manage the complete process.

Learn more

WHAT SET US APART

Why ASTRUC & Co

Joint venture formation requires precise drafting, commercial awareness and a structure built to last. We deliver all three.

1.

End-to-end JV work

We handle the full process: structure advice, pre-deal documents, JV agreement drafting, UAE incorporation and post-formation governance. One team, one mandate.

2.

Structure-first

We start with the right structure, not the fastest one. Jurisdiction, entity type and governance framework are all decided before any documents are drafted.

3.

French-UAE fluency

Cross-border JVs with French or European partners require bilingual legal handling. We draft across governing law choices and manage both sides without handoffs.

More than legal counsel

With you, all the way

Life in the UAE brings extraordinary opportunities — and equally complex legal realities. Whether you’re relocating your family, navigating a divorce across jurisdictions, or structuring an inheritance that spans continents, you deserve a legal partner who understands both the technicalities and the human side of what you’re going through. At ASTRUC & Co, we treat every client’s situation as if it were our own.

From our offices in Dubai to our network spanning Riyadh, Paris, and Luxembourg, we bring senior-level attention to every matter — personal or financial. We believe the best legal advice is honest, clear, and delivered by someone who genuinely cares about the outcome. That’s why our clients stay with us, and why they come back when life presents its next chapter.

Ready to move forward?

Book a consultation with our team to discuss your situation and explore the right legal and strategic approach for your business.

Joint Venture Company Setup