Joint Venture Agreement (New Zealand)
Contract and Commercial Law Act 2017 — Companies Act 1993 — Commerce Act 1986
THIS JOINT VENTURE AGREEMENT (the “Agreement”) is made on [Effective Date] between:
(1) [Party 1 Name] (NZBN [Party 1 NZBN]), whose registered or principal office is at [Party 1 Address], [Party 1 City], [Party 1 Region] [Party 1 Postcode] (“Party 1”); and
(2) [Party 2 Name] (NZBN [Party 2 NZBN]), whose registered or principal office is at [Party 2 Address], [Party 2 City], [Party 2 Region] [Party 2 Postcode] (“Party 2”).
Party 1 and Party 2 are together referred to as the “Participants” and each individually as a “Participant”.
BACKGROUND
A. The Participants desire to establish a joint venture to be known as the [JV Name] (the “Joint Venture”) for the purpose of [JV Purpose].
B. The Joint Venture is intended to be an [JV Structure].
C. The Participants have agreed to enter into this Agreement to document the terms and conditions on which they will collaborate in the Joint Venture.
D. This Agreement is governed by, and subject to, the Contract and Commercial Law Act 2017, the Commerce Act 1986, the Goods and Services Tax Act 1985, and the applicable laws of New Zealand, including (where applicable) the Companies Act 1993 and the Partnership Act 1908.
1. DEFINITIONS
“Business Day” means a day that is not a Saturday, Sunday, or public holiday in [Governing Region] under the Holidays Act 2003.
“CCLA” means the Contract and Commercial Law Act 2017 (NZ).
“Commerce Commission” means the New Zealand Commerce Commission established under section 8 of the Commerce Act 1986.
“Confidential Information” means all information relating to the Joint Venture, its operations, finances, technology, customers, or business plans that is not in the public domain.
“GST” means goods and services tax imposed under the Goods and Services Tax Act 1985 at the rate of 15%.
“IRD” means the New Zealand Inland Revenue Department.
“JV Interest” means a Participant’s percentage interest in the Joint Venture, being [Party 1 Interest]% for Party 1 and [Party 2 Interest]% for Party 2.
“JV Name” means [JV Name].
“Management Committee” means the management committee of the Joint Venture constituted in accordance with clause 4.
“NZBN” means New Zealand Business Number.
“Purpose” means [JV Purpose].
“Term” means [JV Duration].
2. PURPOSE AND SCOPE
2.1 The Participants agree to collaborate in the Joint Venture for the sole purpose of [JV Purpose].
2.2 The Joint Venture is not a partnership for any purpose under the Partnership Act 1908, and no Participant shall be liable for the acts, omissions, debts, or obligations of any other Participant except as expressly provided in this Agreement.
2.3 Nothing in this Agreement constitutes any Participant as the agent of any other Participant, except to the extent expressly authorised in writing.
2.4 The Term of the Joint Venture shall be [JV Duration], unless extended by written agreement of all Participants or terminated earlier in accordance with clause 9.
3. CONTRIBUTIONS AND JV INTERESTS
3.1 The Participants’ initial contributions to the Joint Venture are as follows:
(a) Party 1 ([Party 1 Name]) — JV Interest: [Party 1 Interest]% — Initial Contribution: [Party 1 Contribution].
(b) Party 2 ([Party 2 Name]) — JV Interest: [Party 2 Interest]% — Initial Contribution: [Party 2 Contribution].
3.2 Each Participant’s JV Interest represents their proportionate share of the Joint Venture’s assets, liabilities, income, and expenses, subject to the terms of this Agreement.
3.3 Additional contributions may be required to fund the Joint Venture’s ongoing operations as determined by the Management Committee. If a Participant fails to make an additional contribution when required, the other Participant(s) may make the contribution on behalf of the defaulting Participant, which shall be treated as a loan bearing interest at a commercially reasonable rate until repaid.
3.4 Profits and losses of the Joint Venture shall be shared [Profit Sharing Basis], unless otherwise agreed in writing by all Participants.
3.5 All monetary amounts in this Agreement are in New Zealand Dollars (NZD). Unless otherwise stated, amounts are exclusive of GST (15%).
4. MANAGEMENT AND GOVERNANCE
4.1 The Joint Venture shall be managed by [Management Structure]. Appointed Operator (if applicable): [Operator Party]. Each Participant shall nominate one representative to the Management Committee by written notice to the other Participant(s).
4.2 The Management Committee shall meet at least quarterly and as otherwise required. Meetings may be held in person, by telephone, by video conference, or by any other means agreed by the representatives.
4.3 The following matters require unanimous approval of all Participants: (a) any amendment to this Agreement; (b) any admission of a new Participant; (c) any disposal of a substantial asset of the Joint Venture; (d) entry into any contract or commitment with a value exceeding NZD $100,000 per transaction; (e) initiation of any material legal proceedings; and (f) any dissolution, winding up, or termination of the Joint Venture.
4.4 Each Participant shall act in good faith and in the best interests of the Joint Venture in the performance of its obligations under this Agreement.
5. GOODS AND SERVICES TAX (GST)
5.1 Each Participant is responsible for its own GST registration and compliance with the Goods and Services Tax Act 1985 in relation to its activities in connection with the Joint Venture.
5.2 Where any supply is made under or in connection with this Agreement and GST is payable on that supply, the recipient of the supply must pay to the supplier (in addition to any consideration otherwise payable) an amount equal to the GST payable. The supplier must issue a valid tax invoice.
5.3 The Participants acknowledge that the GST treatment of joint venture activities in New Zealand can be complex. The Participants agree to cooperate to ensure that the Joint Venture’s GST obligations are met. The Participants should seek specific GST advice from a New Zealand tax adviser as to whether the arrangement constitutes a joint venture for GST purposes and which party is required to account for GST on supplies made by the Joint Venture.
6. INTELLECTUAL PROPERTY
6.1 Background IP: Each Participant retains full ownership of all intellectual property that it brings to the Joint Venture (“Background IP”). Nothing in this Agreement constitutes a transfer of ownership of any Participant’s Background IP.
6.2 Foreground IP: All intellectual property created or developed by or on behalf of the Joint Venture in the course of the Joint Venture activities (“Foreground IP”) shall be owned jointly by the Participants in proportion to their respective JV Interests, unless otherwise agreed in writing.
6.3 Licences: Each Participant grants to the Joint Venture (and to the other Participant(s) for the purposes of the Joint Venture only) a non-exclusive, royalty-free licence to use its Background IP to the extent necessary to carry out the Purpose of the Joint Venture during the Term.
6.4 The Parties acknowledge that New Zealand intellectual property rights (including those under the Patents Act 2013, the Trade Marks Act 2002, and the Copyright Act 1994) apply to Background IP and Foreground IP as applicable.
7. CONFIDENTIALITY
7.1 Each Participant agrees to keep all Confidential Information strictly confidential and not to disclose it to any third party without the prior written consent of the other Participant(s), except: (a) to its employees, officers, advisers, or contractors who need to know the information for the purposes of the Joint Venture and who are bound by equivalent confidentiality obligations; (b) as required by law, applicable regulation, or a court of competent jurisdiction; or (c) where the information is already in the public domain through no fault of the disclosing Participant.
7.2 Each Participant must handle any personal information relating to the other Participant or its employees, clients, or customers in accordance with the Privacy Act 2020 and the Information Privacy Principles.
7.3 This confidentiality obligation survives the termination or expiry of this Agreement for a period of three (3) years.
8. COMMERCE ACT 1986 COMPLIANCE
8.1 The Participants acknowledge that this Agreement is subject to the Commerce Act 1986, which prohibits contracts, arrangements, or understandings that have the purpose or effect of substantially lessening competition in a New Zealand market (section 27), or that involve price-fixing, market allocation, or bid-rigging between competitors (section 30 to 30C).
8.2 The Participants confirm that they have each obtained independent competition law advice (or have waived the opportunity to do so) and believe that this Joint Venture arrangement does not contravene the Commerce Act 1986.
8.3 If the Commerce Commission seeks to investigate or take action in relation to this Agreement, the Participants shall cooperate fully with the Commerce Commission and shall use all reasonable endeavours to remedy any identified competition concern.
9. TERM AND TERMINATION
9.1 This Agreement commences on the Effective Date and continues for the Term, unless terminated earlier in accordance with this clause 9.
9.2 A Participant may terminate this Agreement on 60 days’ written notice to the other Participant(s) if: (a) the other Participant commits a material breach of this Agreement and fails to remedy it within 20 Business Days of receiving written notice of the breach; (b) the other Participant becomes insolvent, is placed in liquidation, receivership, or voluntary administration under New Zealand law; or (c) the Participants unanimously agree to terminate the Joint Venture.
9.3 On termination, the assets and liabilities of the Joint Venture shall be divided between the Participants in proportion to their respective JV Interests (or as otherwise agreed in writing), subject to the settlement of all JV liabilities. Each Participant shall bear their proportionate share of any costs of winding up the Joint Venture.
10. GENERAL PROVISIONS
10.1 Governing Law: This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of New Zealand, including the Contract and Commercial Law Act 2017. Each Participant irrevocably submits to the non-exclusive jurisdiction of the courts of New Zealand, including the High Court sitting at [Governing Region].
10.2 Entire Agreement: This Agreement constitutes the entire agreement between the Participants relating to the Joint Venture and supersedes all prior negotiations, representations, and understandings.
10.3 Amendments: No amendment of this Agreement shall be effective unless made in writing and signed by all Participants.
10.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable by a New Zealand court, the remaining provisions shall continue in full force and effect.
10.5 Dispute Resolution: The Participants shall endeavour to resolve any dispute arising under this Agreement by good faith negotiation. If the dispute is not resolved within 20 Business Days of one Participant giving written notice of the dispute to the other, either Participant may refer the dispute to mediation administered by an agreed mediator or the New Zealand Dispute Resolution Centre (NZDRC). If mediation fails, the dispute may be referred to arbitration under the Arbitration Act 1996 (NZ) or to litigation in the courts of New Zealand at [Governing Region].
10.6 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures are valid for the purposes of this Agreement in accordance with the Contract and Commercial Law Act 2017 and the Electronic Transactions Act 2002.
EXECUTION
IN WITNESS WHEREOF, the Participants have executed this Joint Venture Agreement as of the Effective Date first written above.
PARTY 1: [Party 1 Name]
NZBN: [Party 1 NZBN]
Address: [Party 1 Address], [Party 1 City], [Party 1 Region] [Party 1 Postcode]
PARTY 2: [Party 2 Name]
NZBN: [Party 2 NZBN]
Address: [Party 2 Address], [Party 2 City], [Party 2 Region] [Party 2 Postcode]
Party 1
________________
Signature
Party 2
________________
Signature
What Is a Joint Venture Agreement (New Zealand)?
A Joint Venture Agreement in New Zealand governs the relationship between the owners of a business, including capital, management, profit share, and exit, alongside the requirements of the Companies Act 1993.
New Zealand's framework for joint ventures is primarily contractual. The Contract and Commercial Law Act 2017 (CCLA) governs the interpretation and enforcement of commercial contracts in New Zealand and applies to joint venture agreements. Unlike partnership law under the Partnership Act 1908 — which imposes joint and several liability on all partners for the firm's obligations and treats partners as agents of the firm — a well-structured contractual joint venture expressly excludes the creation of a partnership and limits each party's liability to their agreed share.
An incorporated joint venture uses a jointly owned company incorporated under the Companies Act 1993 as the vehicle through which the parties carry out the joint business. This provides the benefit of limited liability (protecting each participant from the JV company's debts beyond their equity contribution) but adds governance complexity, including compliance with the Companies Act, filing requirements with the Companies Office, and the obligations of company directors under New Zealand law.
GST treatment is an important consideration for New Zealand joint ventures. Unlike Australia, which has a specific GST joint venture regime under Division 51 of the GST Act allowing an operator to account for GST on behalf of all participants, New Zealand does not have an equivalent mechanism. Each participant in an unincorporated JV must account for their own GST on supplies made in connection with the JV. An incorporated JV company registers for GST separately. The Goods and Services Tax Act 1985 applies GST at 15% to taxable supplies made by any GST-registered person in the course of their taxable activity.
Competition law compliance under the Commerce Act 1986 is critical for joint ventures between competitors. Section 27 of the Commerce Act prohibits arrangements that substantially lessen competition, and sections 30 to 30C prohibit per se cartel conduct. The Commerce Commission has broad investigative powers and can impose significant penalties for breach. Joint ventures involving coordination of prices, market allocation, or output restrictions between competitors require careful competition law analysis before implementation.
The Privacy Act 2020 applies to any personal information shared or processed in connection with the joint venture, and each participant must handle that personal information in accordance with the Information Privacy Principles.
When Do You Need a Joint Venture Agreement (New Zealand)?
A Joint Venture Agreement for New Zealand is needed whenever two or more parties want to collaborate on a specific business project or activity while maintaining their separate legal identities and limiting their mutual exposure to only their agreed proportionate share of the venture.
The most common scenarios where a NZ joint venture agreement is used include: property development projects where two or more developers combine land, capital, and expertise to develop a site; infrastructure and construction projects where specialist companies collaborate on a project too large or complex for any single party; technology commercialisation projects where a technology developer and a commercialisation partner jointly develop and market a product; and export initiatives where two or more businesses combine to access international markets they could not reach independently.
A joint venture agreement is also appropriate when parties from different sectors want to collaborate — for example, a private company and a Crown entity exploring a public-private partnership, or two competing companies collaborating on a research and development initiative that neither could fund alone. In these cases, the competition law analysis under the Commerce Act 1986 is particularly important, and the parties should obtain competition law advice before finalising the arrangement.
The agreement is needed even where the parties have an existing business relationship, because a joint venture creates specific obligations that differ from a typical commercial contract. The parties need to document clearly: what each party is contributing (cash, assets, IP, services); what percentage interest each party holds; how decisions will be made; how profits and losses will be shared; what happens to IP created during the JV; and how the JV will be wound up at the end.
For the agreement to be effective, it must be signed before any joint venture activities begin — before either party makes contributions, takes on obligations on behalf of the JV, or enters into contracts with third parties in connection with the JV. Pre-execution activities that are not covered by the agreement may create liability or IP ownership issues that are difficult to unwind.
What to Include in Your Joint Venture Agreement (New Zealand)
A Joint Venture Agreement for New Zealand should contain the following key elements to be legally sound and operationally effective.
The parties section identifies all Participants by their full legal names, NZBNs, and addresses.
The background section describes the context, confirms the JV structure (unincorporated or incorporated under the Companies Act 1993), and identifies the governing legislative framework (CCLA 2017, Commerce Act 1986, GST Act 1985, Partnership Act 1908).
The definitions clause defines key terms including JV Interest, Management Committee, Confidential Information, Business Day (by reference to the Holidays Act 2003), GST, and IRD.
The purpose and scope clause precisely describes the joint venture activity or project, expressly excludes the creation of a partnership under the Partnership Act 1908, and states the agreed term or duration.
The contributions and interests clause specifies each party's initial contribution (in NZD), percentage interest, and the profit and loss sharing basis. It should address what happens if additional contributions are required.
The management and governance clause specifies whether the JV will be managed by a Management Committee (with either majority or unanimous decision-making) or a single Operator. It identifies matters requiring unanimous approval.
The GST clause acknowledges the application of the Goods and Services Tax Act 1985 at 15% and the need for each participant to account for their own GST obligations (for an unincorporated JV) or for the JV company to register and account for GST (for an incorporated JV).
The intellectual property clause distinguishes between Background IP (retained by the contributing party) and Foreground IP (jointly owned in proportion to JV interests), and grants the necessary licences under New Zealand IP law (Patents Act 2013, Copyright Act 1994, Trade Marks Act 2002).
The confidentiality clause restricts disclosure of Confidential Information and references Privacy Act 2020 compliance for any personal information.
The Commerce Act compliance clause acknowledges the parties' obligations under sections 27 and 30 to 30C of the Commerce Act 1986 and confirms that the arrangement does not contravene competition law.
The termination clause specifies the grounds for early termination and the consequences, including division of JV assets in proportion to JV Interests.
The dispute resolution clause provides a tiered pathway: good faith negotiation, mediation (NZDRC or agreed mediator), and arbitration under the Arbitration Act 1996 or court proceedings.
The governing law clause specifies New Zealand law and the jurisdiction of the courts of New Zealand, including the High Court sitting at the governing region. The forms-legal.com Joint Venture Agreement (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Joint Venture Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/partnerships/joint-venture-agreement-new-zealand
"Joint Venture Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/partnerships/joint-venture-agreement-new-zealand.
@misc{formslegal-joint-venture-agreement-new-zealand,
author = {{Forms Legal}},
title = {Joint Venture Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/partnerships/joint-venture-agreement-new-zealand}},
note = {Free legal document template. Based on Companies Act 1993}
}
Frequently Asked Questions
A joint venture in New Zealand is a contractual arrangement between two or more parties to collaborate on a specific business project or activity, sharing costs, risks, and profits in agreed proportions. Unlike a general partnership under the Partnership Act 1908, a properly structured contractual joint venture does not create a partnership relationship between the parties — the parties are not jointly and severally liable for each other's obligations, and the joint venture is not a separate legal entity. This is why joint venture agreements in New Zealand typically include an express statement that the arrangement does not constitute a partnership. The key distinction is that a partnership involves joint ownership of all business assets, agency between partners, and unlimited joint and several liability; a contractual joint venture is limited to a specific project or activity, with each party retaining liability only for their own proportionate share. An incorporated joint venture, by contrast, involves the formation of a jointly owned company under the Companies Act 1993, which is a separate legal entity with limited liability for its shareholders.
Joint ventures between competing businesses in New Zealand must be considered carefully in light of the Commerce Act 1986. Section 27 of the Commerce Act prohibits contracts, arrangements, or understandings that have the purpose or effect of substantially lessening competition in a New Zealand market. Certain types of cartel conduct between competitors — including price-fixing, market allocation, bid-rigging, and output restrictions — are per se prohibited under sections 30 to 30C of the Commerce Act regardless of the competitive effect. Joint ventures between competitors can potentially engage these prohibitions if they involve coordinating prices, dividing markets, or restricting output. The Commerce Act 1986 provides a collaborative activity exemption under sections 31 to 33A, which may apply if the joint venture activity itself requires competitors to collaborate and the restrictive provision is reasonably necessary to achieve the collaboration. Parties to a joint venture can apply to the Commerce Commission for clearance under section 58 (merger clearance, applicable to incorporated JVs) or authorisation under section 61 if the JV might otherwise breach the Act. Legal advice on competition law compliance is strongly recommended for any joint venture between parties who compete in the same market.
The GST treatment of joint ventures in New Zealand under the Goods and Services Tax Act 1985 is complex and depends on the structure of the JV. For an unincorporated contractual joint venture, there is no single GST-registered entity — each participant accounts for GST on its own share of JV supplies and acquisitions. Inland Revenue's position is that supplies between JV participants (such as a management fee from the operator to the other participants) are generally taxable supplies subject to GST at 15%. For incorporated joint ventures, the jointly owned company registers for GST separately and accounts for GST on all its taxable supplies in the normal way. New Zealand does not have an equivalent of Australia's Division 51 GST joint venture regime, which allows a single operator to account for GST on behalf of all JV participants. Instead, NZ JV participants must carefully document the GST treatment of each supply within the JV arrangement. Parties should obtain specific GST advice from a New Zealand tax adviser or accountant, particularly around the treatment of capital contributions, management fees, and profit distributions.
Intellectual property is a critical consideration in any joint venture, and New Zealand law provides specific protection for IP rights brought into and created by a joint venture. Pre-existing IP (Background IP) that each party brings to the JV remains owned by the contributing party — it does not automatically transfer to the JV or to the other participant. The Joint Venture Agreement should clearly identify what Background IP each party is contributing and grant the JV (and the other participant, for JV purposes only) a limited licence to use that IP during the JV term. IP created during the JV (Foreground IP or JV IP) will, in the absence of agreement to the contrary, be jointly owned by the parties in proportion to their contributions. Joint ownership of IP in New Zealand is governed by the relevant IP legislation — under the Patents Act 2013, for example, each joint owner can use the patent without accounting to the other, but cannot license or assign their share without consent. The Joint Venture Agreement should address how Foreground IP will be owned, used, and commercialised, both during the JV term and after termination, to avoid disputes arising from the default joint ownership rules.
New Zealand joint venture disputes can be resolved through several mechanisms, and a well-drafted Joint Venture Agreement will specify the preferred pathway. The most common approach is a tiered dispute resolution clause that requires the parties to first attempt good faith negotiation, then proceed to mediation, and only if mediation fails to proceed to arbitration or court proceedings. Mediation in New Zealand commercial disputes is widely used and can be administered by organisations such as the New Zealand Dispute Resolution Centre (NZDRC) or Resolution Institute. Arbitration under the Arbitration Act 1996 (which implements the UNCITRAL Model Law on International Commercial Arbitration) provides a private, confidential, and binding alternative to court proceedings, with awards enforceable in New Zealand courts. The High Court of New Zealand has jurisdiction over commercial disputes and can also grant urgent injunctive relief to prevent a party from taking action that would irreparably damage the JV while a dispute is pending. For disputes involving competition law issues, the Commerce Commission has investigative and enforcement powers under the Commerce Act 1986, and the High Court has jurisdiction to hear private proceedings under that Act.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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