JOINT VENTURE ADVISORY

Joint Venture Advisory in India for Foreign & Indian Companies

Build a joint venture that works for both partners. Our joint venture advisory covers the full JV lifecycle: finding and evaluating the right partner, negotiating and structuring the deal, drafting the JV agreement, obtaining regulatory approvals, and setting up and running a compliant JV entity in India.

8stages of the JV lifecycle we support
30+countries our clients come from
80+professionals: CAs, CSs, MBAs and legal experts
426client engagements completed in the last 5 years
01

What Is a Joint Venture?

A joint venture (JV) is formed when two or more partners join hands for a common business objective, usually by setting up a new company in which each partner holds a share.

Incorporated Joint Venture

The most common form. The partners set up a new private or public limited company and hold shares in agreed proportions. Their rights and obligations are set out in a JV or shareholders' agreement, reflected in the Articles of Association.

Unincorporated (Contractual) Joint Venture

Typically formed as a consortium to execute a specific project, where the partners do not want to incorporate a company. These need careful tax review, because a consortium may be treated as an Association of Persons for tax purposes.

02

Why Choose a Joint Venture in India?

Advantages for a Foreign Investor

  • The Indian partner's established distribution and marketing set-up
  • Access to the Indian partner's financial resources
  • The Indian partner's established contacts, which ease the process of setting up operations
  • Entry into sectors that do not allow full foreign ownership

Advantages for an Indian Partner

  • Access to the foreign partner's technology, products, brand and know-how
  • Fresh capital for expansion
  • Global standards of governance, quality and processes
  • Access to the foreign partner's international markets and customers

Not sure whether a JV or a wholly owned subsidiary is right for you? See the comparison below.

03

How We Support the Entire JV Lifecycle

Our team of Chartered Accountants, Company Secretaries, MBAs and legal professionals supports clients through every stage of setting up a joint venture in India.

1

Partner Identification

We identify and shortlist suitable Indian partners, supported by market assessment where needed.

2

Partner Due Diligence

We carry out financial, tax and compliance due diligence on the prospective partner.

3

Negotiation

We support negotiations on shareholding, control, contributions and commercial terms with the prospective JV partner.

4

Investment Structuring

We structure the foreign investor's investment in the JV for tax efficiency, FEMA compliance and future exit.

5

JV Agreement

We draft and negotiate the JV and shareholders' agreement, and align the Articles of Association with it.

6

Regulatory Approvals

We obtain FDI, sectoral and other regulatory approvals required for the joint venture.

7

Closing & Set-Up

We close the deal and set up the JV entity, through incorporation, capital infusion and share allotment.

8

Ongoing Compliance

We handle all FEMA, company law and tax compliance needed to complete the set-up and run the JV.

Going Abroad?

Indian companies forming JVs overseas can use our outbound expansion support.

04

Key Terms in a Joint Venture Agreement

Most JV disputes come from issues that were not clearly agreed at the start. We make sure the agreement covers:

  • Shareholding and capital contributions, including future funding obligations
  • Board composition and management appointment rights
  • Reserved matters, where decisions need the approval of both partners
  • Deadlock resolution, through escalation, mediation or buy-sell mechanisms
  • Transfer restrictions, such as lock-in, right of first refusal, tag-along and drag-along
  • Exit options, including put and call options structured within FEMA pricing and lock-in conditions
  • Non-compete and non-solicitation obligations
  • Intellectual property, technology licences and brand use
  • Dividend policy and information rights
  • Dispute resolution, governing law and the seat of arbitration, plus termination events
05

Regulatory and Tax Checklist for a JV in India

AreaWhat we review
FDI policySector caps, automatic vs government route, and Press Note 3 (2020) for investors from countries that share a land border with India
Pricing & valuationFEMA pricing guidelines for share issues and transfers, with a supporting valuation
RBI reportingForm FC-GPR for share allotments, FC-TRS for transfers, and the annual FLA return
Competition lawWhether the transaction needs approval from the Competition Commission of India
Company lawIncorporation, Articles aligned with the JV agreement, board and shareholder approvals
TaxTax-efficient structure, treaty benefits, transfer pricing on transactions with partners, royalty and technical fee withholding, and exit taxation
06

Joint Venture vs Wholly Owned Subsidiary

Joint VentureWholly Owned Subsidiary
ControlShared with the partner, by agreementFull control by the parent
Market accessImmediate, through the partner's networkBuilt from scratch
Capital & riskSharedBorne fully by the parent
Restricted sectorsAllows entry where foreign ownership is cappedOnly where 100% FDI is permitted
Main riskPartner misalignment and deadlockSlower ramp-up in a new market
07

Why Choose AAPT & Associates for Your Joint Venture

  • End-to-end JV support. From partner search to post-closing compliance, with one team throughout.
  • Multi-disciplinary expertise. CAs, Company Secretaries, MBAs and legal professionals working together.
  • Deal and tax structuring in one place. FEMA, company law and tax aligned from day one.
  • Experience with foreign investors. Clients from over 30 countries entering India.
  • Balanced, practical agreements. Terms that protect you and keep the partnership workable.
  • Big 4-trained leadership. Partners with 14+ years each in audit, tax and advisory.

Discuss Your Joint Venture

08

Frequently Asked Questions

How do you set up a joint venture in India?
The typical steps are: identifying and evaluating a partner, agreeing commercial terms, structuring the investment, signing a JV agreement, obtaining any FDI or sectoral approvals, incorporating the JV company, infusing capital and allotting shares, and completing RBI and company law filings.
Can a foreign company hold a majority stake in an Indian JV?
Yes, in most sectors, subject to the FDI cap and approval route for that sector. In sectors with caps, the foreign partner's shareholding cannot exceed the permitted limit, which is often why a JV with an Indian partner is chosen.
What should a joint venture agreement include?
Key terms include shareholding and funding, board composition, reserved matters, deadlock resolution, transfer restrictions such as ROFR, tag-along and drag-along, exit options, non-compete, IP and brand use, dividend policy, and dispute resolution.
Are put and call options allowed in Indian JVs with foreign partners?
Yes. Optionality clauses are permitted under FEMA, subject to conditions such as a minimum lock-in period and exit at a price that complies with the pricing guidelines, without any assured return to the foreign investor.
Is a JV or a wholly owned subsidiary better for entering India?
A JV offers faster market access, shared risk and entry into capped sectors, but control is shared. A wholly owned subsidiary gives full control but has to build the business from scratch. The right choice depends on your sector, goals and appetite for partnership.
Do you help find a JV partner in India?
Yes. We help identify and shortlist suitable partners, and carry out due diligence on them before negotiations begin.

Exploring a joint venture in India?

Tell us about your business and what you want from a partner. We will outline the right structure, approvals and next steps, at no cost and with no obligation.

Book a Free JV Consultation