Legal Structures for Joint Ventures

Comparison Table Between Partnership, LLP & Company

Partnership Structure

 

Limited Liability Partnership (“LLP”) Structure Company Structure
Tax management Partnership structure allows channelling of losses in joint venture to set off profits of parent companies for tax purposes

 

Ditto as Partnership Does not allow channelling of losses for tax purposes
Statutory requirements, formalities and procedures

 

Less statutory requirements, formalities and procedures to comply with, hence less costly to set up and manage

 

Ditto as Partnership More statutory requirements, formalities and procedures to comply with, hence more costly to set up and manage
Liability Each partner in the joint venture is legally liable to the full extent for any debt incurred or default committed by any joint venture partner on behalf of the joint venture

 

The partners of the LLP have limited liability The members of the company have limited liability
Integrated vs. non-integrated operational structure Usually associated with a non-integrated operational structure

More appropriate where the project work can be divided into discrete portions

More appropriate where parties to the joint venture complement resources and expertise of each other

 

Ditto as Partnership Usually associated with an integrated operational structure

More appropriate where the project work is complex and would require a highly structured and authoritative central management

 

Raising of capital Cannot raise capital from the public Ditto as Partnership Possible to raise capital by way of public subscription of shares

 

Management No central management Ditto as Partnership Board of directors of the company operate as a central management

Statutory and common law duties on directors – conflict of interest issues

 

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