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United Kingdom
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Key definition
Joint venture definition

What does Joint venture mean? In legal practice, a joint venture is a collaborative arrangement in which two or more parties pool assets, finance, IP or know‑how to carry on a specific project or an ongoing business, sharing control, risks, profits and losses (including equity and revenue where an entity is formed). It is a descriptive term rather than one defined by statute across England & Wales, Scotland, Northern Ireland and Ireland, though used in competition, tax and accounting contexts. Structures commonly include: (i) an incorporated joint venture (usually a private company limited by shares) with rights documented in a shareholders’ agreement and...

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UK tax when establishing a joint venture company (JVCo): asset transfers, stamp duty/SDRT, SDLT/LBTT/LTT, VAT, group/degrouping charges, loss transfers and merger relief

Published by a LexisNexis Tax expert
Practice notes
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This Practice Note examines the UK tax implications of forming a joint venture structured as a limited liability company (JVCo), which is a distinct legal person from the joint venture parties. In particular, it covers:

  • reasons a corporate joint venture vehicle is often selected
  • tax charges arising for a joint venture party on transferring assets to a JVCo
  • tax charges that fall on the JVCo when assets are transferred to it
  • further points where the JVCo is, or later becomes, within the group of one joint venture party, and
  • availability of merger relief when subsidiaries are moved into the JVCo

For commentary on the tax aspects of running and winding up joint ventures using a JVCo, see Practice Note: Tax implications of operating and terminating a joint venture company.

For the purposes of this Practice Note, it is assumed the joint venture parties are UK tax resident corporate entities and that the JVCo is UK tax resident (for information on joint ventures with a non‑UK element, see Practice Note: Tax implications of international joint ventures).

Why use a JVCo?

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Web page updated on 22/05/2026

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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

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I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...

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