South Africa
Joint Venture Agreement
R1 499
Create a detailed joint venture agreement that records the parties’ contributions, project scope, profit-sharing, management structure, funding, responsibilities, intellectual property, confidentiality, dispute resolution, and exit arrangements.
A Joint Venture Agreement is used where two or more parties agree to collaborate on a business opportunity, project, tender, development, supply arrangement, construction project, investment, or commercial venture. The joint venture may be an unincorporated contractual arrangement or may be implemented through a newly incorporated company. The agreement should clearly regulate the parties’ contributions, roles, authority, management structure, funding, profit and loss sharing, liability, confidentiality, intellectual property, compliance, dispute resolution, termination, and exit rights.
South African legal context (2026 checklist)
A joint venture should clearly state whether it creates a separate legal entity, an unincorporated contractual arrangement, or a partnership-like relationship. This distinction affects tax, liability, authority to contract, accounting, decision-making, and risk. If the parties are competitors, the agreement should be checked for competition-law risks, including price fixing, market allocation, bid rigging, unlawful information sharing, exclusivity, or other restrictive practices. If the joint venture is incorporated as a company, the shareholders agreement and Memorandum of Incorporation should be aligned. Where the joint venture is used for public procurement, tender rules, B-BBEE commitments, tax compliance, and supply chain management requirements should be carefully reflected.
- South African common law of contract
- South African common law of partnership, where the joint venture is unincorporated or partnership-like
- Companies Act 71 of 2008, where the joint venture is incorporated as a company
- Competition Act 89 of 1998
- Broad-Based Black Economic Empowerment Act 53 of 2003, where B-BBEE commitments or tender scoring are relevant
- Preferential Procurement Policy Framework Act 5 of 2000, where public procurement is involved
- Preferential Procurement Regulations, 2022
- Local Government: Municipal Finance Management Act 56 of 2003, where a municipality or municipal entity is a party
- Municipal Supply Chain Management Regulations, where municipal procurement is involved
- Public Finance Management Act 1 of 1999, where a national or provincial public entity is a party
- Income Tax Act 58 of 1962
- Value-Added Tax Act 89 of 1991
- Tax Administration Act 28 of 2011
- Protection of Personal Information Act 4 of 2013
- Electronic Communications and Transactions Act 25 of 2002
- Copyright Act 98 of 1978, where documents, software, designs, reports, or other work product are created
- Consumer Protection Act 68 of 2008, where goods or services are supplied to consumers
- Occupational Health and Safety Act 85 of 1993, where project or site work creates safety risks
- Construction Regulations, 2014, where construction work is involved
- Prescription Act 68 of 1969
- Arbitration Act 42 of 1965, where arbitration is selected as the dispute-resolution mechanism
Use this as a starting point only. Verify current gazetted amendments, tribunal rules, and SARS / DOL circulars that may apply to your matter.
Typical questions we'll walk you through
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What are the full legal names of the joint venture parties?
Are the parties individuals, companies, close corporations, trusts, partnerships, NPOs, municipalities, or public entities?
What is the purpose of the joint venture?
Is the joint venture for a specific project, tender, contract, business opportunity, or ongoing commercial activity?
Will the joint venture be incorporated as a company or remain an unincorporated contractual joint venture?
What will each party contribute: money, assets, equipment, labour, staff, expertise, licences, intellectual property, premises, or contacts?
What percentage interest will each party hold?
How will profits, losses, costs, and liabilities be shared?
Who will manage the joint venture’s daily operations?
Will a management committee or project steering committee be established?
What decisions require unanimous approval or majority approval?
Who may sign contracts, submit tenders, issue invoices, or bind the joint venture?
How will bank accounts, accounting records, tax records, invoices, and financial reporting be managed?
Will one party act as lead partner or representative?
What project milestones, deadlines, and deliverables apply?
Will the parties be jointly and severally liable to a client or third party?
Who will own intellectual property, confidential information, data, designs, documents, software, or work product created during the joint venture?
Will the parties be allowed to compete with the joint venture or each other?
Will restraint, exclusivity, non-solicitation, non-circumvention, or confidentiality clauses apply?
What insurance, licences, registrations, B-BBEE, tax compliance, or industry approvals are required?
What happens if one party breaches the agreement or fails to contribute?
What happens if the tender is unsuccessful or the main contract is cancelled?
How may a party exit the joint venture?
What happens if a party becomes insolvent, is deregistered, loses a licence, or cannot perform?
How will deadlocks be resolved?
How will disputes be resolved: negotiation, mediation, adjudication, arbitration, or court?
How will the joint venture be dissolved and wound up?
Who will sign the agreement on behalf of each party?
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