2 Matter Plans Included
-
ALERTS - Nil
-
Full Commentary - Joint Ventures
-
Reference materials
-
AI Prompts
-
Electronic Signing and Witnessing
-
Looking to the Future
-
Business Structures and the Comparative Table
-
Further information
-
-
Overview
A joint venture is a contractual or corporate business arrangement between 2 or more participants where they agree to carry out a particular undertaking or project, with a view to realising mutual commercial gain. A joint venture can be formed for a fixed or ongoing period and may be set up ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Summary of the process
The usual steps in acting in a joint venture matter include:
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
A. Getting the matter underway
-
File cover sheet - Joint ventures
-
To do list - Joint ventures
-
First steps
-
Retainer instructions - Joint ventures
-
Compliance documents
-
Client Due Diligence and Anti-money Laundering Guidance
-
Client details, identity verification, source of funds, and source of wealth
-
Record of compliance checks
-
Compliance monitoring form
-
If required - Reporting an issue
-
Anti-money laundering internal disclosure
-
-
-
Initial letter to client enclosing client care information and terms of business
-
Enclosures for initial letter to client
-
Client care information
-
Terms of business
-
Scope of work - Joint ventures
-
A summary of the joint venture process
-
-
Initial letter to client enclosing client care information and terms of business and due diligence checklist - Joint venture
-
Due diligence checklist - Joint ventures
-
Initial considerations
Before advising a client contemplating entering into a joint venture, first consider whether a joint venture is the appropriate structure for the proposed project. Assuming it is, consider the following matters, depending on the circumstances:
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Advantages of joint ventures
Depending on the structure adopted and the terms agreed between the participants, joint ventures can offer the following advantages:
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Joint venture structures
The structure of a joint venture is commonly influenced by the participants' preferred tax and accounting treatment. This may include whether the participants want they joint venture consolidated in their existing accounts. Other key factors affecting a joint venture's structure include:
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Contractual joint ventures
A contractual, or unincorporated, joint venture involves 2 or more participants, cooperating to pursue a business enterprise for a limited period under an agreement, without establishing a separate entity to conduct the enterprise. A contractual joint venture is governed by the terms of the ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Incorporated joint ventures
An incorporated joint venture involves establishing a new private limited company to conduct the joint venture business. The participants hold shares in the joint venture company. Their liability as shareholders is generally limited to any amount unpaid on their shares, subject to any separate ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Time and costs estimates
-
If required - Updating costs estimate
-
Letter to client updating costs estimate
-
-
General deeds, agreements, statements, declarations, consents, and execution clauses
-
Deeds and agreements
-
Deeds
-
Deed for general use
-
Deed of assignment of agreement
-
Deed of assignment of agreement with consent
-
Deed of assignment of an insurance policy
-
Deed of assignment of equitable interest in residential land
-
Deed of gift
-
Deed of guarantee
-
Deed of release
-
Deed of release and grant
-
General deed of indemnity
-
Library of standard clauses for deeds
-
Amendment
-
Confidentiality
-
Confidentiality - Extensive
-
Costs
-
Counterparts
-
Dispute resolution
-
Events beyond control
-
Governing law and jurisdiction
-
Interpretation
-
No assignment
-
Notices
-
Severance
-
Third parties
-
Waiver
-
Whole agreement
-
-
-
Agreements
-
Agreement for general use
-
Boundary agreement
-
Confidentiality agreement
-
Construction agreement
-
Heads of agreement
-
Library of standard clauses for agreements
-
Amendment
-
Confidentiality
-
Confidentiality - Extensive
-
Costs
-
Counterparts
-
Dispute resolution
-
Events beyond control
-
Governing law and jurisdiction
-
Interpretation
-
No assignment
-
Notices
-
Severance
-
Third parties
-
Waiver
-
Whole agreement
-
-
-
Execution clauses
-
Execution clauses - Agreements and contracts
-
Execution clauses - Deeds
-
Execution clauses - Overseas companies
-
-
Statements and declarations
-
Affidavit - General
-
Exhibit sheet for affidavits - General
-
Statement of truth
-
Statement of truth - High Court
-
Statutory declaration
-
Statutory declaration of no interest in property
-
Statutory declaration of solvency
-
Witness statement - Civil matters
-
Exhibit sheet to witness statement - Civil matters
-
Witness statement - Family matters
-
Exhibit sheet to witness statement - Family matters
-
-
Consents
-
If required - Personal data consent - General
-
Letter to client enclosing general consent
-
Letter to third party enclosing general consent
-
Letter to third party requesting personal data and enclosing client’s general consent
-
Letter to third party requesting personal data and enclosing third party general consent
-
Client’s consent to provide information - General
-
Third party’s consent to provide information - General
-
-
If required - Personal data consent - Health professional
-
Letter to client enclosing consent - Health professional
-
Letter to third party enclosing consent - Health professional
-
Letter to doctor enclosing client consent
-
Letter to doctor enclosing third party consent
-
Client’s consent for health professional to provide information
-
Third party’s consent for health professional to provide information
-
-
Change of name
-
Change of name deed for an adult - Concise
-
Change of name deed for a minor - Concise
-
If required - Enrolment by an adult
-
Change of name deed for an adult - For enrolment
-
Statutory declaration - Enrolment of adult change of name deed
-
Notice for the London Gazette on the change of name of an adult
-
Consent to enrolment of change of name of an adult
-
-
If required - Enrolment by a minor
-
Change of name deed for a minor - For enrolment
-
Statutory declaration - Enrolment of minor change of name deed
-
Affidavit of best interest for the change of name of a minor
-
Consent to enrolment of change of name of a minor
-
-
-
-
-
-
B. Establishing a joint venture
-
Establishing a joint venture
When establishing a joint venture, the client should be advised on the key legal, operational and financial issues, including:
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Documenting the joint venture
Preparing the appropriate joint venture documents is central to the practitioner's role in helping the participants record and implement their agreed arrangements. The documents may include a joint venture agreement or, if a new joint venture company is established, a shareholder's agreement and a ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Joint venture agreement
-
Joint venture agreement - Property development project
-
Shareholders agreement for incorporated joint venture
-
Project management agreement
-
Prompt comparing instructions with draft joint venture agreement
-
Prompt for letter to client with advice on a joint venture agreement
-
Liability
Liability of joint venture participants to third parties Contractual liability to a third party is governed by the contract with that third party.
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Taxation considerations
Guidance on giving tax advice Tax advice may form part of the overall advice given to a client under a retainer. The Law Society has published Guidance for solicitors advising on tax. The guidance summarises the key professional and regulatory obligations that apply when practitioners provide tax ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Powers, rights and responsibilities
Control of joint venture Control of a joint venture usually rests with:
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Control of joint venture
Control of a joint venture usually rests with:
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Management of joint venture
The management structure for a joint venture will depend on the size and nature of the project. Joint venture participants will usually agree on one or more of the following management arrangements:
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
-
C. Dispute resolution
-
Dispute resolution
Generally The joint venture agreement, or shareholders agreement for incorporated joint ventures, should include detailed dispute resolution procedures.
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Deed of release
-
-
D. Exiting or ending a joint venture
-
Withdrawal
A joint venture participant may wish to withdraw from the joint venture to avoid future financial obligations. The ability to withdraw will depend on the terms of the joint venture agreement and the structure of the joint venture.
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Selling and assignment
A joint venture agreement will commonly include a mechanism for a participant to assign their interest to a third party. An assignment usually requires the consent of the other participants. It may also be subject to pre-emption rights in favour of the remaining participants. A Deed of Assignment ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Termination
Events that commonly result in termination of a joint venture include:
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Joint venture - Asset sale agreement
-
Deed of assumption
-
Letter - Notice of intention to sell interest in joint venture
-
Letter - Notice of intention to terminate joint venture
-
-
E. Finalising the matter
-
Letter to client finalising matter
-
Example invoice
-
Invoice recital - Joint ventures
-
Information sheet - Explaining the bill and authority to deduct
-
Closing the file
-
File closing checklist
-
File review form - General
-
-
Comments and suggestions for By Lawyers
-
Business Structures and the Comparative Table
-
Overview
This publication is designed to assist when establishing a new business, acquiring an existing business, and changing business structures. It covers the essential elements and the advantages and disadvantages of each possible structure in relation to:
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
A. Comparative table
-
Comparative table
The following table considers:
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
-
B. The structures
-
Sole trader
A sole trader is the simplest business structure. The business has no separate legal existence from its owner. It is owned and run by one individual who is responsible for all debts and liabilities of the business. Sole traders may trade under their own name or register a business name at ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Partnership
A partnership is a relationship between two or more entities carrying on a business to make a profit. A minimum of two partners is required to form a partnership under s 1 of the Partnership Act 1890. There is a statutory maximum of 20 partners, but there are many permitted exceptions, ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Company
Private limited companies There are two different kinds of private limited companies; those where liability is limited by shares, and those where liability is limited by guarantee.
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Joint venture
A joint venture is not a separate legal entity but an agreement to act in concert for a particular purpose. It is a commercial relationship between two or more entities for a particular undertaking to realise mutual commercial gain. The parties forming a joint venture might each have unique ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Not-for-profit organisations
Associations Associations are not normally considered business structures as they serve to protect a committee and members of a group, usually conducting an activity that will not generate a profit.
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
-
C. Comparing the structures
-
Income tax
Income tax is payable on the taxable income of an individual member of a legal structure depending on the type of structure and how the income is taken. The first payment for a new business is made in arears. For a tax year ending 5 April, a self-assessment tax return must be filed by the following ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Capital gains tax
Capital gains tax is applied to any profits made arising from the disposal of an item, for example, by selling, swapping, or giving it away. The gain is taxed, not the amount of money received. Disposals chargeable to capital gains tax include personal possessions except vehicles, additional ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Stamp duty land tax
Sole traders purchasing residential property are treated as individuals, and the same rates and reliefs apply. Partnerships own property in the individual names of the partners, and the individual rates and reliefs apply.
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Corporation tax
Limited companies pay corporation tax on trading profits, investments, and chargeable gains from selling assets such as land and property, equipment, machinery, or shares. All profits are taxable. There is one rate of tax appliable no matter the profit or gains made. This rate is lower than the ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Asset protection
A sole trader is liable to the full extent of their personal and business assets. In a partnership, the partners are liable for debts of the partnership, including being liable for debts incurred by a partner without the knowledge or authority of the other partners.
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Control and succession
Most clients seek to minimise their tax liability, protect their assets, and retain full control of their affairs. A sole trader has full control but as seen above is taxed on all income and capital gains and is fully exposed to creditors. Succession can be by way of sale or gifting the assets and ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Set up and running costs
The set-up costs for a sole trader are minimal and this structure also has the lowest running costs. In addition, the principal is not an employee of the business and therefore compulsory employee pension contributions, PAYE and employment rights do not apply. The drafting and signing of ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
-
D. Other considerations
-
Relationship between entities, names, and trade marks
Many clients believe they have protected a trading name by registering a company name, business name, or domain name. This is not the case. A business name is merely a name under which a business operates. Companies must register with Companies House, and all who pay self-assessed tax must register ...
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
Guidance on giving tax advice
Although tax advice often forms part of the general advice given to a client, practitioners need to bear in mind the following:
This excerpt is a preview of the full publication. You can Subscribe Now and gain immediate access to the complete publication.
-
