Advice on Joint Ventures and Partnerships

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JOINT VENTURE LAWYERS YOU CAN TRUST

If you are about to start a new business activity or a new project with a business partner, it is important to ensure your approach maximises the benefits for both you and your business. With a joint venture agreement or partnership, you can establish clear guidelines, responsibilities, and expectations for all parties involved, setting the stage for a successful collaboration that advances your collective business goals.

At GLG Legal, we can help you navigate such agreements and understand your rights and obligations within them. Our joint venture agreements lawyers have years of experience across multiple industries handling matters of this type. 

 

WHAT IS A JOINT VENTURE?

Joint ventures have not been defined under the Australian common law, however, they do exhibit certain characteristics which enable us to identify whether a business structure is a joint venture and (if so) what type of joint venture it is. Generally, what is considered to be a joint venture is a business arrangement in which two or more parties (usually companies or entities) collaborate to undertake a specific project, venture or business activity. The joint venture parties normally pool their resources, expertise and capital to achieve their goal, while still keeping their separate legal identities and ownership.

Joint ventures often involve careful negotiations and a clear delineation of responsibilities, which can be particularly crucial when company directors from different organisations come together to pursue common objectives under a contractual agreement.

Joint ventures can either be incorporated or unincorporated. The one that you select will depend on a variety of factors.

 

WHAT IS AN INCORPORATED JOINT VENTURE?

An incorporated joint venture structure is characteristically evident whereby a separate legal entity has been established and incorporated for the sole purpose of undertaking a specific project or business activity. The main advantage in choosing an incorporated joint venture is that it will be able to hold and sell its own assets, sue and be sued, and contractually bind itself. Furthermore, being a separate legal entity means that it separates the new business from any of your other businesses which may be advantageous depending on your circumstances.

Incorporated joint ventures are required to fulfil additional duties such as financial reporting and administration which may become onerous depending on the size of the project or business activities that you are undertaking.

 

WHAT IS AN UNINCORPORATED JOINT VENTURE?

An unincorporated joint venture (also known as a contractual joint venture) is usually created by members of the joint venture agreeing to cooperate in relation to a business activity or project undertaking in accordance with a contract. An unincorporated joint venture will not create a separate legal entity. It is important that the shareholders agreement is drafted carefully as some unincorporated joint ventures can be interpreted as partnerships.

 

WHAT IS A PARTNERSHIP?

A partnership is defined as a relationship between two or more individuals or companies who carry on a common business with the view to profit. A partnership will be formed and governed by the partnership agreement and the Partnership Act 1891 (Qld). There is also a great deal of common law that discusses partnership agreements and how the different sources of law interact when interpreting partnership matters.

A partnership comes with many legal and fiduciary obligations for the partners, so it is important that your partnership agreement has been drafted carefully and that you have received independent legal advice on this shareholder agreement in relation to your own interests.

 

WHAT IS THE DIFFERENCE BETWEEN A PARTNERSHIP AND AN UNINCORPORATED JOINT VENTURE?

One of the main differences between a partnership and an unincorporated venture is that members of an unincorporated joint venture will hold their interests, liabilities, and entitlements in the joint venture separately. In a partnership, the interests, liabilities, and entitlements are held jointly by the parties involved.

Furthermore, another difference between these business structures is often the purpose for the creation of them. A partnership comes with many legal and fiduciary obligations so it is often the case that people choosing to form a joint venture are choosing this on the basis to avoid the creation of a partnership.

 

UNIT TRUST JOINT VENTURE

A unique method to establish a joint venture is by using a private unit trust as the foundation for the joint venture arrangement. It is important that the unit trust is private as this will avoid any public trust obligations under the Corporations Act 2001.

A unit trust joint venture can be used as the framework for a joint venture because the beneficiaries’ interests are divided into units. Therefore, the joint venture members will be able to hold units in proportion to their interest in the joint venture.

Using a unit trust as the framework for a joint venture is often a complex task that will require legal advice to ensure that it is done properly.

 

CONCLUSION

If you are thinking about establishing a joint venture or a partnership and you are not certain which business structure is the most appropriate for your business venture, we highly recommend contacting our office where one of our expert lawyers will be able to guide you through the different structures and highlight the benefits that these business structures can offer to you.

WHAT OUR CLIENTS SAY

See what our valued clients have to say about our business lawyers Brisbane-wide.

Matthew SantMatthew Sant
03:35 06 Mar 24
We have used GLG for conveyancy several times through the years. They and Mylee have been excellent to work with.
Gary WilsonGary Wilson
03:17 26 Feb 24
Super efficient and easy to deal with, which is why I'd highly recommend them for all professional services relating to the sale of your property.
Hannah dos SantosHannah dos Santos
02:56 23 Feb 24
Mylee was fantastic. Thank you so much for helping us navigate a challenging settlement. The process had a number of hurdles but Mylee explained everything patiently and did her best to get us there.Thanks Mylee and GLG Legal
Waheed AhmadWaheed Ahmad
01:29 18 Feb 24
Jamii-lee KeysJamii-lee Keys
10:24 23 Jan 24
Can't recommend Mylee enough! I recently engaged her for the sale of my investment property and now in the process of purchasing again, not to mention we will continue to refer our clients to GLG because of the great work Mylee has done over the years! Our clients rave about her and the high level of service they have received so we will continue to work with her and can't thank her enough for how patient she is when ensuring clients completely understand each situation and their options. Keep up the great work! 🙂
Raelene WhiteRaelene White
10:12 09 Jan 24
Professional, dedicated and friendly staff who delivered a seamless service in the end to end process of selling/conveyancing to settlement. Communication was of the highest standard.Big thanks to Sam and Mylee. I highly recommend GLG legal.
Anne MarshallAnne Marshall
02:09 04 Jan 24
I have used GLG Legal for several years and multiple properties through sales and development. My main solicitors were Christopher Saines who was professional, supportive, trustworthy, truthful and the hardest working solicitor I have met. When I was in great need he was always prepared to go past ordinary hours. I have nothing but praise for my experiences with him. I was also happy with Mylee On, also willing to assist with timing and the client's needs, she clarified and did not waste time. She simplified rather than expounding legalese as some can. I was exceptionally grateful for the help I received and would (and have) recommended them to friends and associates. Their fees were very fair and I felt great value. There is a broad range of staff so I have used names for my most valued solicitors.
Reza DavariReza Davari
09:39 06 Dec 23
Mylee was always available for all our queries and concerns. She made the property purchase a very smooth process.
Valentin MorozovValentin Morozov
08:35 06 Dec 23
GLG Legal were excellent with providing legal and conveyancing service for the purchase of me and wife's first home. They were efficient, friendly and reliable. Would definitely recommend.
Victoria WinnersVictoria Winners
23:28 21 Nov 23
Mylee was amazing to us the entire house buying/settlement process. We highly recommend her for ease of mind. It's our first time buying a house and it was all so nerve racking but with the help of Mylee, she made sure all things stayed afloat and everything fell into place as planned. Thank you Mylee! You're an absolute star!
Glen BrouwerGlen Brouwer
21:06 23 Aug 23
Mylee at GLG came highly recommended and our experience was exactly that 5 star! The process of selling our property with Mylee was smooth from start to finish. Thank you for handling our transaction. We would definitely use GLG again.
Morgan TattersonMorgan Tatterson
14:18 22 Aug 23
Very prompt, detail and showed unparalleled care towards us as clients
Mathew TaylorMathew Taylor
03:37 12 Jul 23
I've worked with two of the team at GLG Legal, and both were excellent.Prue Lowder handled the conveyancing of a recent property purchase. Her advise and knowledge was invaluable in ensuring a smooth and painless transaction. Getting her advice before signing the contract was the best descision I made and I highly reccomend anyone do that.Cathy Vo is also a wonderful solicitor to deal with, handling my wife and i's wills, enduring power of attorney's etc with great care and consideration. Getting her advice on some of the more complicated family situations has really put our mind at ease, knowing that things will be sorted out the way we want.I have no hesitation in reccomending both of these professionals.
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