Joint ventures provide an ideal vehicle for teaming up with other businesses that can bring additional skills, contacts and/or capital to a project.  Our commercial law team has the experience and expertise required to not only advise on creating a strategy for creating a joint venture, but draw up robust joint venture agreements and represent you should a dispute happen between joint venture partners.

Why enter a joint venture?

A joint venture occurs when two or more companies agree to work together to complete a specific project and split the profit.  The advantages of entering a joint venture include;

• Each party to the joint venture can add to the capital needed to complete the project
• Different parties can provide alternative skills and expertise
• In cases where you wish to establish a presence in a foreign market, creating a joint venture with a business already trading in the region can provide access to customers and distributors
• Each party to the joint venture shares liability

The importance of a joint venture agreement

Unfortunately, joint ventures can provide the perfect conditions for disputes to arise. Due to the risk of disputes, it is imperative that nothing is agreed on simply a ‘handshake,’ a professionally drafted joint venture agreement is crucial to ensure the project is a success.

A well-drafted joint venture agreement will set out:

• The nature, scope, and goals of the project
• The amount of capital and resources committed by each party
• The responsibilities of each party
• How profits will be shared
• A robust disputes resolution clause

If a dispute does develop, it can create a deadlock, grinding the project to a halt.  Our commercial law team has decades of experience in quickly getting to the crux of disputed issues and using alternative dispute resolution methods such as round-table discussions and mediation to resolve matters quickly and cost-effectively.

To find out more about how we can advise you on joint ventures, please fill in our contact form, or phone our Truro office on 01872 241414.

There are a number of different trading vehicles for carrying on business in the UK. The most common are:

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• Sole traders

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• Partnerships
• Companies
• Limited liability partnerships (LLPs)

Sole traders

A sole trader runs a business alone, makes all decisions affecting the business and owns all the assets of the business personally. Small businesses often operate as sole traders because of the lack of legal formality and the low administration costs involved in setting up and running the business.

Partnerships

A general partnership exists where persons carry on a business together, with a view to making a profit. We would highly recommend entering into a Partnership Agreement at the outset of the relationship, to regulate how the business will be run and clarify the rights and duties of the partners.

Companies

A company exists in its own right; that is, it is a separate legal entity from the people who own and manage it – unlike a sole trader or partnership. This means a company is an attractive structure from a legal perspective, as it is responsible for its own debts and liabilities. The liability of each owner for the company’s debt and other liabilities is generally limited.

Limited liability partnership

A limited liability partnership is a hybrid form of business structure that combines many of the benefits of a limited company with the flexibility of a partnership.

The Companies Act 2006 provides for the incorporation of three main types of company:

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• Companies limited by shares.
• Companies limited by guarantee.

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• Unlimited companies.

The most common structure for a trading company is a company limited by shares.

A company can be created by filing the necessary documents and fee with Companies House. It is important that you set up the company to reflect your needs. Our solicitors can ensure that the company structure and constitutional documents (the Articles of Association) are fit for your intended purpose.

Unless you are going to be the sole owner of your company, it is very important to draw up a thorough Shareholder Agreement to document the rights and responsibilities of the shareholders.

If you go into business with one or more people, your organisation will be structured as a Partnership, a Limited Liability Partnership or a Limited Liability Company.  To regulate decisions related to profit sharing, roles within the organisation and what happens if a dispute develops between partners or shareholders, you need a robust partnership or shareholders’ agreement in place.

Our commercial team will discuss the structure of your business with you and facilitate conversations between partners and shareholders to define the most suitable bespoke terms for your organisation’s unique needs.

Partnership Agreements

A partnership is a trading entity whereby a group of individuals own and operate a business together.  Each partner is entitled to take a share of the profit, assets and liabilities.

A limited liability partnership is similar to a conventional partnership, except that the liability of each partner only extends to cover the amount of money they invested in the business and any personal guarantees they may have made for business loans.

The items that should be clearly defined within a partnership agreement include:

• Commencement and duration of the partnership
• The partnership name
• Place(s) of business and ownership of the property
• The accounts system to be used
• Banking arrangements
• Capital, current accounts, drawings
• Partners obligations and duties
• Maternity leave
• Management and meetings
• Limitation on any one partner’s authority
• Retirement and expulsion of a partner
• A disputes resolution procedure

Shareholders’ Agreements

If you choose to trade under a limited liability company and have other investors, you will need a shareholders’ agreement in place to govern how the company is run.

A well-strategised, clearly drafted shareholders’ agreement will:

• set out the shareholders’ rights and obligations;
• regulate the sale of shares in the company;
• describe how the company is going to be run;
• provide an element of protection for minority shareholders and the company
• define how important decisions are to be made
• set out the procedure for payment of dividends
• outline a clear disputes resolution procedure

Our Approach

We provide all of our clients with clear, concise legal advice, designed to ensure partnership or shareholder agreements are drafted to reflect the needs of all members of the organisation.

By taking the time to listen to our clients’ business goals and challenges, our agreements provide signatories with the assurance that their partnership or company is based on solid, contractual foundations with a clear disputes resolution procedure in place.

To find out more about how we can advise on partnership and shareholder agreements, please fill in our contact form, or phone our Truro office on 01872 241414.

Many businesses use the franchising business model; well-known examples include, in the fast food sector (McDonald’s), hotels (Holiday Inn), utility services (Dyno-Rod) and retail products (Body Shop).  If you are looking to purchase a franchise or expand your existing business by setting up a franchise, our expert commercial solicitors will assist you every step of the way.

If you are looking to start your own business, a franchise offers a relatively low-risk way to enter a market.  Unlike creating a start-up, by purchasing a franchise you will not have to establish a brand, you will receive training and possibly benefits such as discounts, through your franchise, on expenses such as insurance and supplies.

We act for franchisors, franchisees and industry bodies.  Our services include:

• Negotiating and drafting franchise agreements
• Advising both domestic and international clients on setting up a franchise model in the UK
• The selling of franchise networks
• Advising clients on the implications of the Trading Schemes legislation on service delivery structure
• Resolving disputes

Intellectual Property

From a franchisor’s point of view, by letting go of control of the day to day running of your business, you risk damaging the brand and intellectual property you have worked so hard to establish.  To protect your best interests, we will draft robust license and franchising agreements to ensure the name and brand you have worked so hard to create, remains intact.

Nalders Solicitors have a wealth of experience advising on franchises in Cornwall and the surrounding counties.  This experience ensures that our commercial law team is well placed to assist all parties to a franchise, to create a strategy that ensures the franchise and each business, grows and prospers.

To find out more about how we can advise on buying or selling a franchise, please fill in our contact form, or phone our Truro office on 01872 241414.