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Joint Venture Agreement Solicitors

As your business grows, you may enter into joint venture partnerships with other business. Our JV lawyers will help protect you while giving your business the ability to flourish.

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Experts in Law and Business

Solicitors for Joint Venture Agreements 

A Joint Venture is where two or more separate businesses get together for a joint project or strategic alliance. There are three main ways a JV takes place:

  1. JV Company is created with each party holding shares
  2. A Limited liability partnership with each party being a member
  3. A purely contractual arrangement

Our joint venture solicitors will help you decide on the best approach that works for the JV and to protect you.

As our client you’ll get

  • Excellent advice, both legal and commercial
  • Fast and responsive – deals over the line as quickly as possible
  • Plain English – limiting jargon and legalese
  • Convenience – we’re digital, so there’s no traipsing into a boardroom office for constant meetings
  • Fixed fees – so you know exactly what you’re paying in advance.

Joint Venture Agreement

An agreement between two or more parties to carry out a particular project together while remaining separate companies.

SPV

SPV, Special Purpose Vehicle, is used to refer to a new company formed where each member of the JV is a shareholder.

A limited liability company is the most likely and most usual way of a Joint Venture taking place.

As a separate legal entity the joint venture company (JVC) can:
  • Own and deal in assets.
  • Sue and be sued.
  • Contract in its own right.
 

The most significant advantage of a company is perceived to be the ability of participants to limit their liability in respect of liabilities and losses of the joint venture business. However, unless the JVC is creditworthy in its own right, it is unlikely that the shareholders will be able to avoid having to support the joint venture through the provision of guarantees or other assurances to third parties.

Therefore, when we talk about a Joint Venture Agreement, what we probably mean is: 

  • formation of a new JV company
  • JV articles of association
  • a joint venture shareholders agreement 

 

A Limited Liability Partnership is common for individuals to enter into JV arrangements, such as professional partnerships. 

Like a limited company, an LLP is a separate legal entity and can:
  • Own and deal in assets.
  • Sue and be sued.
  • Contract in its own right.

However, while a member is not liable to third parties for the LLP liabilities, an individual could still potentially be liable in negligence. 

There are downsides to LLPs. The biggest one is the inability to transfer shareholdings (as there are no shares) which often restricts corporate partners. 

So an LLP is an option, but more usually for individuals.

 

The simplest form for a joint venture is an arrangement under which the participants agree to associate as independent contractors, rather than as shareholders in a company or partners in a legal partnership. This type of agreement is often referred to as a consortium agreement, a collaboration agreement or a co-operation agreement.

The rights and duties of the participants as between themselves and third parties, and the duration of their legal relationship, will be detailed in a written agreement. 

Each party retains its own legal identity, and the JV does not have its own legal entity. That means that one party will usually be the lead or host, signing and entering into contracts with third parties, and the agreement will set out what each party’s liabilities to the other will be. 

JV contracts or collaboration agreements are the simplest JV to set up, but they can lack transparency, create tax issues and over complicate things where the JV needs assets of its own to operate. 

We will always endeavour to provide you with a fixed cost for whatever work you require.

To allow us to do that, we always suggest we hold an initial ‘discovery call’ to understand better your requirements.

Generally speaking, the price of setting up a JV will range from £1,500 plus vat up to as much as £10,000 plus vat depending on the structure and complexity.

So get in touch today for a free no obligation call with one of our company law experts.

Why do you need a solicitor for joint venture matters?

The biggest reason to take expert advice is to ensure you select the right structure for the joint venture, and then properly document it. If it’s the limited company JVC route, it’s imperative that the shareholders agreement deals with things like deadlock. If it’s the contractual route, then liability is a key issue.

Our commercial lawyers are experts in handling Joint Venture agreements of all kinds across all sectors. 

So get in touch today to discuss how Your Business Lawyer can help with your company law requirements.

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