Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Contractual joint venture definition

What does Contractual joint venture mean? A contractual joint venture is a collaboration between two or more parties documented only by contract (for example a joint venture agreement or collaboration agreement), without forming a company, LLP or other vehicle and without other structural changes. The term is descriptive rather than defined by statute or case law, and is used across transactional practice in England & Wales, Scotland, Northern Ireland and Ireland. Key features include agreement on scope and deliverables, contributions and funding, governance and decision‑making, risk and liability allocation, revenue/profit sharing, intellectual property, confidentiality, term, exit and dispute resolution. It is commonly used for...

Drafting contractual joint venture agreements to avoid partnership: separate operations and assets, no net profit-sharing, and express limits on authority and agency

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Practice notes

This practice note sets out approaches to drafting a joint venture agreement so the arrangement is not treated as a partnership. To avert any inference of partnership, the agreement should stress the ongoing separation and independence of the participants’ businesses (best ensured by each maintaining distinct operational control), alongside the separate accrual and taxation of their profits.

Separate and independent businesses

The joint venture agreement should be framed to ensure there is:

no amalgamation
no shared legal or beneficial ownership of any assets used in the joint venture
no joint conduct of the joint venture business or businesses

The most effective way to dispel any suggestion that the participants are jointly carrying on a joint venture business is for the agreement to confirm that each participant independently controls the operations of its own business. In a typical contractual joint venture, each participant must provide its own contribution to the venture and retains full autonomy within its own sphere of operations...

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Web page updated on 21/05/2026

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