The following Corporate guidance note provides comprehensive and up to date legal information covering:
The law as set out in this Practice Note may be affected by Brexit. For further details of its impact, see Practice Note: Brexit—impact on corporate joint ventures.
There are a number of matters that parties to a proposed joint venture should consider before entering into formal legal documentation. These include:
which structure to use for the joint venture
the parties’ respective interests in and contributions to the joint venture (including extraction value)
the accounting and taxation treatment of the joint venture
whether any legal requirements must be complied with before the joint venture can be established
preliminary documentation such as confidentiality agreements, exclusivity agreements, heads of terms and/or business plans, and
There is no particular prescribed structure for a joint venture under English law. Possible joint venture structures include:
corporate joint ventures, ie establishing a separate limited company of which each party is a shareholder
partnerships (general, limited or limited liability), and
joint ventures established entirely via a contractual relationship
The choice of joint venture vehicle will depend on the individual circumstances of the parties.
Please see Practice Notes: Setting up a joint venture—choice of structure and Forms of business vehicle.
If the parties decide to use a limited company for their joint venture (the JVC), they will need to decide whether to:
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