What is a joint venture agreement under Dutch law?

Dutch term: Joint venture overeenkomst | Legal basis: Freedom of contract + Book 2 BW

A joint venture agreement under Dutch law is a contract between two or more parties who agree to cooperate for a specific business purpose, typically through a jointly owned Dutch B.V. The agreement is governed by freedom of contract, with the corporate aspects regulated by Book 2 of the Dutch Civil Code.

The joint venture agreement typically covers the parties' contributions (capital, IP, know-how, distribution network), the governance structure (board composition, reserved matters, veto rights, deadlock resolution), dividend policy, non-compete obligations, transfer restrictions (tag-along, drag-along, pre-emption), exit mechanisms and the interaction with the B.V.'s articles of association.

Why it matters for international businesses

For international partners establishing a joint venture in the Netherlands, the joint venture agreement is where the real commercial deal sits. The articles of association handle the corporate formalities; the JV agreement handles the business relationship.