Joint Venture Agreement in France: Template, Key Clauses and Local Law (2026)

A joint venture is where two or more parties combine resources for a shared business purpose while staying separate businesses. In France the first decision is structural: whether to form a company for the venture, most often a simplified joint-stock company (SAS), or to run it by contract. The SAS is popular for joint ventures because its bylaws can be tailored freely, but French law draws an important line between what goes in the bylaws and what goes in a private shareholders pact. This is general information, not legal advice. The right structure depends on your commercial aims, tax, and sector. Confirm your position with a qualified French lawyer before relying on a template. ## The local law that governs a French joint venture - Incorporated JV, usually an SAS. The societe par actions simplifiee is governed by the Commercial Code (Articles L227-1 and following). It gives founders wide freedom to design governance and share-transfer rules directly in the bylaws (statuts), which then bind all shareholders. Other forms, such as the SARL, are also available.

• Unincorporated JV. A societe en participation or a simple contractual cooperation can run a venture without creating a registered company, but it gives no separate legal personality and limited liability protection, so the contract must allocate risk.
• Shareholders pact (pacte d'actionnaires). The pact holds confidential arrangements that the parties prefer to keep out of the public bylaws, such as governance promises and exit terms. It binds only its signatories. Provisions meant to bind the company and new shareholders, notably transfer restrictions, should be placed in the bylaws.
• Merger control, Code de commerce Articles L430-1 and following. Forming a full-function JV can require clearance from the Autorite de la concurrence, and closing before clearance is prohibited where a filing is required.
• Sector and foreign-investment screening can apply in sensitive areas. ## Key clauses to get right - Structure and purpose, stating the entity type, scope, and shareholding split.
• Capital and funding, including contributions, future funding, and the consequences of a shortfall.
• Governance, covering the president, any board or committees, and decision rules, taking advantage of the SAS's flexibility.
• Reserved matters and minority protection, listing decisions needing a qualified majority.
• Deadlock resolution for 50:50 ventures.
• Transfer restrictions, with pre-emption, tag-along, and drag-along, placed in the bylaws where they must bind third parties, and structured carefully so they remain enforceable.
• Non-compete and confidentiality.
• Dividends and distributions.
• Duration of the pact, with a clear term and renewal mechanism.
• Exit, termination, and winding up.
• Governing law and disputes. ## A simple skeleton 1. Parties and definitions

2. Structure, purpose, and shareholding
3. Capital contributions and funding
4. Governance and decision rules
5. Reserved matters and minority protection
6. Deadlock resolution
7. Transfer restrictions (pre-emption, tag, drag)
8. Non-compete and confidentiality
9. Dividends and distributions
10. Duration, exit, and winding up
11. Governing law and dispute resolution
12. Signatures ## Common mistakes - Putting transfer restrictions only in the shareholders pact, so they do not bind the company or a new shareholder. Those provisions belong in the bylaws.

• Drafting tag-along and drag-along terms loosely, so a court will not enforce them.
• Leaving the pact with no clear duration or renewal mechanism.
• Closing a full-function JV before clearance from the Autorite de la concurrence where a filing is required.
• Leaving no deadlock mechanism in a 50:50 venture. ## One workspace for your contracts A French JV produces a linked set of documents: the bylaws, the shareholders pact, funding and IP terms, and board approvals. Adira is an AI legal operating system that drafts, reviews, and tracks contracts as a structured clause tree, so reserved matters, consent thresholds, and pact dates stay consistent. Adira is India-first today, and deeper non-India jurisdiction support, including France, is on its roadmap, so use it as a drafting and tracking workspace rather than a source of French legal advice for now.