How to form an international joint venture

1. 1

   Discover

   Step 1: Confirm that you need a joint venture

   Check the country’s foreign-ownership rules for your exact activity before you look for a partner. The UAE lifted the general 49% cap on foreign ownership of mainland companies from 2021, but kept restrictions on listed activities such as security, telecommunications, banking and insurance, and lets the Cabinet name strategic activities that may carry limits¹. China’s Foreign Investment Law took effect on 1 January 2020, replaced the three older foreign-enterprise laws and gives foreign investors national treatment outside a negative list; in restricted fields, the list’s conditions, such as a shareholding limit or a partner requirement, still apply².

   If the law lets you own the business outright, ask whether a partner still brings enough to be worth sharing control with.

   What this step produces

   • A note from local counsel on ownership rules for your sector

   Common mistake: Relying on a rule from a few years ago instead of the current list for your activity.

   With Promote:Global

   Where to invest, free on the web and iPhone, compares up to five countries for a joint venture, weighted by what matters to you, and gives each a location fit out of 100 from investment momentum, market, logistics and trade access, every figure with its source and year. The scores compare the countries you chose; they do not grade a country, and they do not check ownership rules. Each result has Start an expansion project.

   Where to invest

   

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2. 2

   Prepare

   Step 2: Define the business case and what each side brings

   Write down what you need a partner to bring, such as licenses, customers, land, people or market access, and what you will bring: cash, technology, a brand or know-how. Decide how you will propose to value each contribution. The value put on the partner’s local contribution, and on your IP, sets the ownership split, so the method should be agreed before the numbers.

   What this step produces

   • A business case
   • The contributions you need, and how you propose to value them

   Common mistake: Valuing the partner’s local contribution, and your own IP, only vaguely.

   You do this step yourself

   Promote:Global does not value businesses or contributions. Keep the business case as notes on the project, which Meridian reads when you ask about it.

3. 3

   Connect

   Step 3: Search for a partner

   Build the criteria first, then a list. The US trade agency’s guidance on China, for example, notes that a local partner is often critical, that checking one takes time, and that many partners have links to state-owned or large private groups, which affects both suitability and risk³. Look at established firms in your sector, at companies that already work with foreign partners, and at the projects investment promotion agencies put forward.

   What this step produces

   • Partner criteria
   • A long list of possible partners

   Common mistake: Choosing a partner on a personal introduction alone.

   With Promote:Global

   On the project, Search for possible partners looks on the open web for established companies in your sector open to a joint venture, or for whoever you describe, ranked by fit, for 1 AI action; each result is a lead to check. Investment promotion agencies can publish investment opportunities on Promote:Global, and every signed-in company can browse the open ones, with those matching its markets and sectors first, and express interest. Your chamber or trade agency can also introduce you, if the other side accepts.

   Finding connections Introductions and consent

   

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4. 4

   Connect

   Step 4: Check the partner deeply

   Sign a nondisclosure agreement before either side shares confidential information. Then check the partner’s owners and beneficial owners, finances, litigation, licenses, other joint ventures and competing interests, regulatory standing, and exposure to bribery and sanctions, and speak to other foreign companies it has worked with. Ask who it is linked to: ties to the state or to a large group change what the partner can do and what it may want³.

   What this step produces

   • A nondisclosure agreement
   • A due-diligence report on the partner

   Common mistake: Skipping the beneficial-owner and government-links check.

   You do this step yourself

   Promote:Global does not check firms. Search results come from the open web, so commission the due diligence yourself, with local advisors.

5. 5

   Prepare

   Step 5: Check which approvals each structure would need

   Before you propose a structure, ask counsel which approvals each option would trigger, because the answer can change the structure. Creating a joint venture can be a reviewable merger. In the European Union it counts as a concentration only if it is full-function, meaning lasting and autonomous with its own management and resources, and jointly controlled; where turnover thresholds are met, it must be notified and cleared before it is put into effect⁴. The OECD recommends that mandatory regimes use clear thresholds and a waiting period before closing, in a recommendation revised in June 2025⁵.

   In the same pass, check whether foreign-investment screening applies to your stake, which licenses the venture’s activity needs and who will hold them, and any exchange controls on paying out dividends. The result is a list of filings for each structure and a timetable that sets the earliest closing date.

   What this step produces

   • A filing analysis for each structure and jurisdiction
   • A timetable to closing

   Common mistake: Settling the ownership split and control first, and only then finding which filings they trigger.

   You do this step yourself

   The filing analysis comes from your counsel: Promote:Global files nothing and gives no legal advice. Put the assessment on the project with Add a step, ahead of Agree the ownership split & control, and keep counsel’s answer as a note, which Meridian reads when you ask about the project.

6. 6

   Prepare

   Step 6: Protect your IP before you share it

   How you protect each right depends on its type. A patent protects only in the country or region where it was granted⁷, and a trademark is registered with each national or regional office, one by one or through WIPO’s Madrid System⁸, so file for the ones the venture will use there, in your own name. The US trade agency’s guidance on China advises registering trademarks and patents there before the partnership starts, and never letting the partner register them for you³. Know-how needs no registration: it is protected as a trade secret by keeping it confidential⁹, so share it under the nondisclosure agreement, and in stages.

   Then license the IP to the joint venture rather than transferring it, so it comes back to you if the venture ends.

   What this step produces

   • Patent and trademark filings in your own name
   • An IP license to the joint venture

   Common mistake: Transferring IP to the joint venture company instead of licensing it.

   You do this step yourself

   Your IP attorney files the registrations; Promote:Global does not register IP.

7. 7

   Prepare

   Step 7: Agree the structure and control

   Agree the ownership split and the governance together, in a term sheet shaped by the approvals analysis: the value put on each contribution, the board’s make-up, the matters that need both partners’ consent, budgets, who appoints the managing director and the finance lead, information rights, dividend policy, how future capital calls are funded, dealings between the venture and each partner, and the scope of any non-compete.

   What this step produces

   • A term sheet with the ownership split and the governance

   Common mistake: Fifty-fifty ownership with no list of matters that need both partners’ consent.

   With Promote:Global

   Agree the ownership split & control carries Find an advisor for this market, which opens advisory firms with experience of the market; they see what you share with them for that work. Promote:Global gives no legal advice and values no contributions.

   Advisors and service providers

8. 8

   Prepare

   Step 8: Agree the deadlock and exit terms before you sign

   Decide now what happens when the partners cannot agree. Practitioners describe a ladder: escalation to senior executives, then mediation or an independent tie-break, then a buy-sell mechanism in which one partner names a price and the other must either buy or sell at it. Draft these with care, because they can favor the partner with more money or better information, and local law may restrict them.

   Cover the rest of the exit in the same round: first refusal on shares, rights to join a sale or to require one, change of control, limits on transfers, options to buy or sell, and what happens to IP, contracts and staff if the venture is dissolved. These terms belong in the agreement you sign, not in a later one.

   What this step produces

   • Deadlock and exit terms, in the agreement to be signed

   Common mistake: Leaving exit until after signing, when the partners may no longer agree on anything.

   You do this step yourself

   You and your counsel write these terms; Promote:Global does not draft contracts. The plan’s Set exit & deadlock terms step comes after Sign the shareholders’ agreement, so add this step before signing, and tick that later one off once the signed agreement holds the terms.

9. 9

   Prepare

   Step 9: Sign the agreements, get clearance, then close

   For an equity joint venture, the terms go into a shareholders’ agreement and the company’s constitution, often with license, supply or management agreements beside them; for a contractual one, into the joint venture agreement. The ICC publishes model contracts, including one for construction and infrastructure projects that covers decision-making, the allocation of resources, risk and dispute resolution⁶.

   Make the filings the approvals analysis found, and do not put the venture into effect until each clearance is given; where a regime is mandatory, the deal waits out the review^4,5. Close once the approvals are in.

   What this step produces

   • Shareholders’ agreement and articles, or a joint venture agreement
   • License, supply or management agreements
   • Clearances and approvals

   Common mistake: Putting the venture into effect before clearance, or assuming a small joint venture needs no filing.

   With Promote:Global

   Sign the shareholders’ agreement and Obtain competition clearance both carry Find an advisor for this market. Your lawyers draft the agreements and your counsel makes the filings: Promote:Global drafts no contracts, files nothing and gives no legal advice.

   Advisors and service providers

10. 10

    Grow

    Step 10: Incorporate, launch and govern

    Form the company or start under the contract, register it, open bank accounts, hire, transfer the licenses and start under the agreed business plan. Then run it through the governance you agreed: board meetings, minutes, and the matters that need both partners’ consent.

    What this step produces

    • Registrations
    • Board minutes

    Common mistake: Partners running the business informally, outside the agreed governance.

    With Promote:Global

    The plan ends with Set a governance cadence. For the set-up, Find service providers lists firms that list themselves by category, such as banking, accounting and tax, and recruitment and HR; whether one is listed for your market varies. The Revenue tracker adds up the revenue you log, by market and by project.

    Advisors and service providers

The plan is the route’s own checklist, with no customs steps by default. Where the work moves goods across a border, such as equipment, ingredients, samples or branded supplies, add those steps yourself. You can add, reorder and skip steps. In your own project, each step names your product and your countries. Building the plan uses no AI action.

On a project, Search for possible partners looks on the open web for established in-sector companies open to a joint venture, or for whoever you describe, ranked by fit, for 1 AI action. A result is a lead to check before you contact anyone, not a confirmed partner.

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