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Corporate & Business Advisory

Joint Ventures

Partner arrangements, contribution and control, deadlock and exit — agreed while everyone is still optimistic, because that is the only time these terms can be negotiated calmly.

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Who this is for

  • Foreign investors partnering with a Thai company or individual
  • Thai businesses taking on an investor or a technology partner
  • Parties combining land, capital and operating know-how
  • Existing partners whose arrangement was never written down

What we handle

Scope of work

Choosing the vehicle — a joint-venture company or a contractual JV

Contribution terms — cash, land, licences, people and know-how

Control — board seats, reserved matters and veto rights

Profit distribution, funding calls and what happens if a partner cannot fund

Deadlock mechanisms and exit routes that actually work

Non-compete, confidentiality and intellectual-property ownership

How it works

How we run the matter

  1. Understand what each partner brings and what each expects
  2. Choose the vehicle and the ownership split
  3. Run due diligence on the partner and on non-cash contributions
  4. Negotiate control, funding, deadlock and exit terms
  5. Prepare the agreement, the articles and the incorporation documents in step
  6. Complete the formation and the first governance calendar

Documents to prepare

  • A description of the venture and each partner’s role
  • What each side contributes — cash, land, licences, people
  • Company documents of every corporate partner
  • Title deeds or licences being contributed
  • Any term sheet or MOU already signed

Common questions

A company suits an ongoing business with staff, assets and its own liabilities; a contractual JV suits a defined project with a clear end. The choice affects tax, liability, licensing and how you get out, so it is made against the plan rather than by habit.
Fair, yes; simple, no. An even split means neither partner can pass a resolution alone, so the first serious disagreement freezes the company unless a deadlock mechanism was written in advance — a casting vote, an expert determination, a buy-sell trigger. Fifty-fifty without a deadlock clause is the most common way a good partnership becomes an unsellable stalemate.
By valuation and by legal form: whether the land is transferred to the JV, leased to it, or merely made available matters enormously if the partnership ends. Non-cash contributions also need their own due diligence — title, encumbrances and the right to contribute it at all — which we run alongside the drafting.
That is decided now, not later. Transfer restrictions, pre-emption rights, put and call options, drag and tag rights, and a valuation method agreed in advance are what turn an exit into a procedure instead of a negotiation with someone who no longer wishes you well.
Yes — the articles are public and limited in what they can carry; the shareholder agreement holds the commercial bargain. Both are prepared together so they never contradict each other, and the documents themselves are drafted by our Contracts practice.

Lawyers for this matter

Generation 1 Chanin Taongern

Founding Partner

Chanin Taongern

40+ years of courtroom and advisory experience

LitigationBusiness advisoryEmployment lawCivil and criminal matters
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Generation 2 Pongsanan Taongern

Partner

Pongsanan Taongern

Modern legal practice, business advisory and international client support

Corporate advisoryEmployment lawCross-border family lawInternational client servicesLegal workshops
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Related reading

Business, Corporate & Contracts 2026-08-066 min read

What a Thai shareholder agreement should cover

The company’s articles are public and limited. The terms that decide what happens when partners disagree belong somewhere else — and have to be agreed while everyone still gets along.

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