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There are lots of opportunities in business for companies to succeed by teaming up with another company. If you decide to formalise an arrangement with another firm, you'll want to first sign an incorporated joint venture agreement.
Read on for a list of sites where you can download legal document templates. Also, find out how to ensure you include all the clauses you need.
What's in this guide?
- What is an incorporated joint venture agreement?
- Get a joint venture agreement template
- More on finding incorporated joint venture agreement templates
- When should I use an incorporated joint venture agreement?
- What does an incorporated joint venture agreement include and not include?
- How effective is an incorporated joint venture agreement?
- How does an incorporated joint venture agreement differ from an unincorporated joint venture agreement?
- Do I need to use a lawyer?
- How do I write an incorporated joint venture agreement?
What is an incorporated joint venture agreement?
A joint venture is an agreement made by two or more businesses to combine their resources to work together on a shared product or service. There are three main types of joint venture agreements: incorporated, unincorporated and unit trust.
The main difference between these types of joint venture agreements is the way the two businesses work together. With an incorporated joint venture, the businesses form a registered company that's a separate legal entity for the purpose of the collaboration. Each business owns a stake in the joint venture company, with the details of the share ownership laid out in a shareholders' agreement.
In an unincorporated joint venture, the businesses sign a legally binding contract but work within the structure of their existing companies. Under a unit trust, one company acts as a trustee that manages the assets and distributes profits on behalf of the trust.
Get a joint venture agreement template
More on finding incorporated joint venture agreement templates
An incorporated joint venture agreement is just one of the legal documents you will need to complete when embarking on a new business venture and there are a variety of templates available online you can download and customise.
- Precedents Online. Precedents Online sells documents to the legal profession. You can view an incorporated joint venture agreement sample pdf on its website, and purchase the customisable document for $150 to download and complete.
- Law On Earth. Law On Earth aims to provide accessible legal services. Rather than providing a sample template, it offers an incorporated joint venture agreement form that you fill out to create a customised document. You need to register for an account to access the form, called a Document Wizard.
- LawDepot. LawDepot provides a range of free online documents to choose from. Fill them in online and you can download and print the documents immediately, including a joint venture agreement, although it will need to be customised for an incorporated joint venture.
- Lawpath. Lawpath offers an extensive library of legal documents, templates and guides, as well as providing access to lawyers and legal advice. You can view a generic joint venture agreement sample on the website and by signing up for an account you can download your first document for free.
- RP Emery. RP Emery is an established legal publisher that provides legal kits on its website. You can download its joint venture agreement template for $99 and, again, you'll need to customise it for an incorporated joint venture.
- Wonder.Legal. Browse more than 140 legal document templates with Wonder.Legal, all of which can be purchased for a one-time fee. It has a joint venture agreement template in its library but specifies it is for an unincorporated joint venture.
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When should I use an incorporated joint venture agreement?
You should sign an incorporated joint venture agreement as soon as you decide to form an incorporated company with a partner. This will ensure that all participants involved are clear on the terms of the partnership and the resources that each will contribute to the new entity.
As your company may be competing with your partner organisation in markets outside of the joint venture, having a written agreement will help to avoid potential conflicts of interest and legal disputes.
What does an incorporated joint venture agreement include and not include?
Although the details of an incorporated joint venture will vary from company to company, there are certain points that are typically included in a written agreement. These points must be included to make sure the agreement is legally binding and provide protection if the worst happens and there's a dispute that ends up in court.
What's usually included in an incorporated joint venture agreement?
- How share ownership will be divided between the participants
- The roles and responsibilities of each company and how these relate to their contribution
- The number of representatives from each company and their roles
- How the participants will manage the joint venture
- Ownership of any property the joint venture will use
- How the profits and expenses will be shared between the participants
- How the participants will share risks and liabilities
- The timeframe in which the joint venture will operate.
What's usually not included in an incorporated joint venture agreement?
- An incorporated joint venture agreement does not need to include certain clauses found in a shareholders' agreement such as equity contribution. Instead, it should define the share ownership of the participating organisations.
- The agreement should not include wording that could be confused for an unincorporated contract, given that there is a legal distinction between them.
How effective is an incorporated joint venture agreement?
An incorporated joint venture agreement is essential when partner organisations establish a separate legal entity for their collaboration. Having a written agreement is highly effective as it clearly states the objectives of the venture and outlines the roles and responsibilities of the participants. This ensures that they have a clear plan and know where they stand throughout the project.
In the event of the joint venture failing and turning into a legal battle, an incorporated joint venture agreement will be vital in providing any legal and contractual evidence in the dispute.
How does an incorporated joint venture agreement differ from an unincorporated joint venture agreement?
There are some key differences between an incorporated joint venture and an unincorporated version. An incorporated joint venture is subject to the Corporations Act 2001 and is responsible for the taxes, expenses and compliance involved in its operations.
In an unincorporated joint venture, as there is no separate legal entity, each participant is responsible for accounting for its share of the obligations. An unincorporated joint venture agreement is most appropriate as a temporary arrangement for a single project.
That legal distinction means that the clauses in an incorporated joint venture agreement differ from those in an unincorporated joint venture contract.
Do I need to use a lawyer?
Once all the parties involved have agreed on the terms of the arrangement, it may well be a good idea to get a lawyer to review the document. This can ensure that the agreement contains the details required under company law and that all parties will be confident about the legitimacy of the document. Ultimately, it's up to you to decide.
How do I write an incorporated joint venture agreement?
It is important to write an incorporated joint venture agreement in a clear and structured way with well-defined sections that are easy to read and refer back to when needed. The agreement should be designed and written so that the participants are clear on the objectives of the venture and what is required of them.
If the task of writing such an essential document is intimidating, you can use a legal template and customise it for your specific needs, so that the hard work is done for you.Back to top
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