Is an agreement in which two or more persons combine their resources in a business to make a profit?

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If you are starting a small business you will need to work out which type of business structure to use. This page explains the benefits and disadvantages of some different types of business structures.

Sole trader

A sole trader is the simplest business structure. It is inexpensive to set up and there are generally less compliance and legal requirements.

If you operate as a sole trader, there is no legal separation between you and the business. This means you’re responsible for all aspects of the business, including any debts the business incurs. Unlike operating under a company structure, there are no limits on liability.

You do not need to register the business with ASIC unless you are conducting business under a name other than your personal name. See registering a business name for information on how to register.

To find out about the differences between a sole trader and a company visit business.gov.au.

Partnership

A partnership is two or more people or entities who do business as partners or receive income jointly.

In a partnership, control or management of the business is shared. A partnership is not a separate legal entity, so you and your partners are liable for all debts and obligations of the business. A formal partnership agreement is common, but not essential.

The information you need to provide when registering a business name depends on who holds that name. Find out more about the steps to register a business name.

Trust

A trust is an obligation imposed on a person, the trustee, to hold property or assets (e.g. business assets) for the benefit of others (known as beneficiaries).

Setting up a trust requires a formal trust deed, as well as the completion of yearly administrative tasks. If the business is operated through a trust, the trustee is responsible for its operation. 

A trustee can be a company registered with ASIC. If the trust does business under a name other than its own, that name must be registered as a business name with ASIC.

Company

A company is a separate legal entity. This means it has the same rights as a natural person and can incur debt, sue and be sued. 

Liability is limited. However, a company is a more complex business structure compared to operating as a sole trader, with higher set-up and administrative costs and higher levels of legal responsibilities imposed on both the company and directors.

You must register the company with ASIC. Company officers must also comply with other legal obligations under the Corporations Act. Find out more about starting a company.

Compare setting a company and a sole trader on business.gov.au.

Differences between a sole trader, partnership, company and trust

Here is a snapshot of the key differences between each type of business structure:

Help choosing a business structure

Business.gov.au has a great 'Help me decide' tool that can help you work out the business structure that will best suit your needs and what registrations you should consider.

You should also seek advice from a professional business adviser, like a lawyer or an accountant. 

ASIC does not register trusts and partnerships, we only register companies and business names. 

Related links

 Whether you own a multi-million dollar business or are a small business owner, you’ve likely considered pursuing a joint venture, given the financial gains such a partnership has the potential to generate. Among the many advantages and benefits of a joint venture agreement is that they allow participants to pool resources, thus maximizing profits with minimal or no new investment. But there are several types of joint venture as well as many similarities to partnerships and other types of business agreements. 

Take the time to understand this type of business relationship and study some joint venture examples. You’ll find the clarity you need to make strategic business decisions for your company’s long-term health.

Discover your own business identity to create the ideal joint venture

The classic definition of a joint venture is a business arrangement in which two or more companies combine resources on a project or service. The length of the agreement and what resources it will include will vary. Participant companies typically agree to split any profits the venture creates. As a result, joint ventures are potentially advantageous for companies in need of expanded resources with minimal (or no) infusion of capital.

Beyond the legal definition, what is a joint venture, really? The key is trust. You’ll be working with unknown entities from different companies, and in order to accomplish your shared goals you’ll need to trust them. Trust must be earned. You will be working closely with these individuals for what could be a lengthy amount of time. Are they the sort who might betray you? You’ll need to do your homework when the prospect of a partnership first arises and decide whether or not they deserve your trust.

There are a few types of joint venture, but none of them qualify as a partnership. The main difference between a partnership and a joint venture is that a joint venture is limited to one particular venture while a partnership is not. Joint ventures can also include corporations or entities, while partnerships are only between two or more persons.

Joint ventures are also formed for a specific amount of time while partnerships are usually built for the long term. How long can a joint venture last? It depends on the terms of the agreement and the goals of the joint venture. This type of business deal is formed with a specific goal – to enter a new market, create a new product or enhance a service. The joint venture ends when the goal is reached, so the time can vary. They are usually formed for anywhere from five to seven years.

Another way joint ventures are different from partnerships is that they are governed under the laws of business formation and dissolution, whereas partnerships in the U.S. fall under the laws of their state, usually within contract law. In a joint venture, each party also retains ownership of their property and is only responsible for expenses specific to the agreement. That’s a major benefit, among others.

The benefits of this type of business relationship center on the acquisition of (shared) resources without an (excessive) outlay of capital. This sharing of resources facilitates companies’ expansion into new markets, allowing for relatively low-risk, scalable business growth. 

Joint ventures are also highly flexible. Those who participate don’t need to form a new business entity to create the venture’s collaborative product. The partners are also not bound to one another after the expiration of the initial partnership contract; each business retains its unique identity and autonomy, and each may carry on business activities unrelated to the joint venture. As such, joint venture arrangements streamline the process of business innovation while minimizing its risks.

A joint venture could be the right choice for you if you want to enter a new geographic market or improve your visibility among a certain target audience. They are also useful to gain technical expertise or intellectual property that you otherwise wouldn’t be able to access or to improve the advertising and marketing strategies of both companies. What is a joint venture if not an opportunity to pool resources?

No business venture comes without risk. The main risk of a joint venture is that when something goes wrong, both parties are held accountable, rather than only the party who was at fault. While most businesses entering joint venture agreements are limited liability companies (small businesses), each participant is equally responsible for legal claims arising from the joint venture, regardless of its level of involvement (or profit) from the venture. 

So are joint ventures 50:50? Not necessarily. Each party retains ownership of their property, and depending on the terms of the joint venture contract, you and your partners may contribute resources unevenly. This can lead to problems if the profit-sharing arrangement doesn’t adequately compensate one side or the other. 

Engaging in a joint venture may limit your opportunities to interact with other organizations, particularly if your contract contains non-competition or non-disclosure clauses or limits the use of non-specified vendors. This can end up stifling the constant innovation your company needs to continue producing value and creating the ultimate customer experience.

Whether a joint venture is worth it depends on your risk tolerance. If you do decide to enter into this type of agreement, make sure you choose your partners carefully so that you don’t drag down the quality of your own company. Teaming up with people who don’t share your company’s core values can negatively impact the way your business operates and lead to trouble with the products you produce on your own. And always take the time to draw up a detailed and specific contract.

Those who enter into a joint venture need a contract that spells out the parameters of their involvement. This joint venture agreement describes the purpose of the arrangement and sets up everything both parties need to start their shared venture. This includes profit and loss details, ownership allocations and a termination clause. Other parts of the agreement can include how the venture is staffed and structured, the scope of the venture and what determines the success of the venture.

Do you need an exit strategy in your joint venture agreement? It’s tempting to think you do not – because joint ventures are made to reach a certain goal, you may think that reaching your goal automatically terminates the agreement. But you still need a strategy for how you will divide profit and loss, new assets and increased market reach once you reach your stated goals. You can choose to sell the business created by the joint venture or restructure it into a new organization. Large joint ventures can even transition ownership to employees.

What is a joint venture from a tax perspective? Unlike a partnership, a joint venture is not recognized as a taxing entity by the IRS. Instead, the joint venture agreement determines how taxes will be paid. If the venture operates as a separate business entity, it will pay income taxes just like any other type of business. In the agreement, the parties involved specify how they will split profits and losses and how they will pay any taxes that are due.

There are two major types of joint venture that two or more companies might participate in. These joint ventures might affect one particular product or an entire product or service line.

1. Personnel-based joint venture

This type of partnership covers both the people themselves and the expertise they bring to the table. Several staff members from Companies A and B are placed on a project. Think multiple programmers to design or upgrade an app, or several architects to refurbish an out-of-date building.

2. Equipment-based joint venture

This type of venture involves technology or machinery. For example, Company A lacks the manufacturing technology to produce its new furniture line. It partners with Company B, which has the necessary equipment but lacks designers. The advantages of a joint venture agreement in this example are clear: the collaboration allows Company A to create its desired innovation without an outlay of capital, while Company B gains a percentage of profits without incurring development costs.

To really understand the answer to the question “What is a joint venture?” and create your own successful agreement, you must model the best. These joint venture examples involve some of the world’s most famous businesses.

• Caradigm (Microsoft Corporation + General Electric)

One of the better-known joint venture examples is the Caradigm venture between Microsoft Corporation and General Electric (GE) in 2011. The Caradigm project was launched to integrate a Microsoft healthcare intelligence product with various GE health-related technologies. 

• Hulu

Another famous example is Hulu, which began life as a joint venture between NBC Universal, Providence Equity Partners, News Corporation and then The Walt Disney Company. Launched in 2007, Hulu was originally conceived to run programming from these four companies and their respective subsidiaries. Hulu has since developed its own programming. 

• Barnes & Noble + Starbucks

You’ve probably noticed all of the Starbucks placed within Barnes & Noble bookstores – but did you know that’s actually a joint venture example? Both companies win: Starbucks sells more coffee, and Barnes & Noble provides an excellent customer experience with its in-store cafes. 

• Fiat Chrysler + Google 

Fiat Chrysler and Google formed a joint venture in 2016 to develop self-driving cars. Why does it work? Google is a tech giant, but they’re not an automaker. The deal with Fiat-Chrysler more than doubled its self-driving automobile assets.

• Samsung + Spotify

In 2018, Samsung and Spotify struck a deal to make it easier to use Spotify on Samsung devices. A year later they expanded that agreement and began including Spotify as a pre-installed app on many Samsung phones – even giving consumers six months free. 

• SABmiller + Molson Coors Brewing Company 

This joint venture example involves entering new geographical markets: MillerCoors is a joint venture between Molson and SABMiller intended to distribute all their beer brands in Puerto Rico and the United States. 

Ford + Toyota

Ford and Toyota began working together in 2011 to develop hybrid trucks. Toyota brings the hybrid technology knowledge, while Ford brings its leadership in the American truck market – the perfect example of a joint venture created for access to expertise and intellectual property. 

Participating in a joint venture partnership requires your absolute A-game. Whether you’re just about to jump into business as a joint venture or have been in business for years, Business Mastery is the experience you need to grow your company and drive your success. Enroll today to discover more success tomorrow.

A successful joint venture depends on the ideal pairing of strengths and weaknesses. Take the Business Identity Quiz today to determine yours.