Global strategic partnerships are becoming an increasingly common vehicle for international commercial ventures. Such partnerships are a useful channel for relatively low risk, high impact routes into new jurisdictions with a partner who is familiar with the business styles, protocols, networks and culture.
Companies have long been engaging in international strategic partnerships to enhance their offers and offset costs. By combining resources, a well drafted partnership agreement add advantages for both companies through the alliance.
Del Canto Chambers have advised on the formation of many mutually beneficial international strategic partnerships, in the EU, USA, Latinamerica and Middle East, helping identify and evaluate the benefits and mitigate the risks of entering into a cross-border agreement.
Our legal and tax specialists are skilled in all areas of international and cross-border partnership matters including formation, tax planning and disputes. We can create partnership agreements for a wide range of entities, from NGOs to think tanks to corporations, across a range of sectors and jurisdictions.
The benefits of strategic international partnerships
Whilst the creation of bilateral or multilateral partnerships requires time, effort and maintenance, the benefits of such global connections are significant. Well-thought out international strategic partnerships, where businesses intertwine their efforts to strengthen their geographic reach, innovation, supply, finance etc can quickly add value to their combined offering and provide ample rewards to all parties. Partnership collaborations include:
- Marketing partnerships
- Supply chain partnerships
- Distribution partnerships
- Integration partnerships
- Technology partnerships
- Financial partnerships
International Partnership Agreements
We can draft a partnership agreement tailored to the scope and scale of the arrangement, taking into account the cross-border legal and tax complexities. Experienced in such international partnership arrangements we take into account the commercial and strategic issues involved such as:
- Capital investment commitment
- Reward and remuneration calculations
- Reporting structure
- Sharing and pooling of resources
- Agreements of trade
- Quality control and auditing clauses
- Duration of the agreement
- Double-taxation issues
- Exit strategy
The legal features of Partnerships
Merely labelling a business relationship a “partnership” does not create a partnership in law if there is no business being carried on “in common with a view to profit”. Choosing the appropriate partnership structure for your business venture is important because it affects many aspects down the road such as legal protections and levels of taxation. It is also not a simple matter to change structures later.
There are three types of legal partnerships in the UK – Ordinary, Limited and Limited Liability and they each offer various advantages and disadvantages:
- A simple agreement between the parties, not a legal, formal structure but still requires registration.
- Should one partner leave then the partnership is dissolved but the business may continue outside of the agreement.
- Can become problematic if you do not have an appropriately drafted and up to date partnership agreement.
- Fairly flexible agreement made between the members and not restrained by a rigid legislative regime.
- Fiscal transparency means that the individual parties will be taxed directly. The partnership is not taxed on its profits.
- Sensitive details of the venture can remain completely private and there is no obligation to publish financial details.
- A disadvantage is that liability is unlimited and each party is liable for the whole of the liabilities of the venture.
- Any change to the identity of parties will entail a new partnership arrangement which can be an expensive and time-consuming process.
Limited Liability Partnership
- An LLP is treated as a partnership for tax purposes –each party will be taxed directly on its share of the profits and losses of the venture.
- The LLP itself is not taxed on its profits (provided it is carrying on a trade or business with a view to profit).
- Legislative framework for LLPs is not as comprehensive as for limited companies allowing greater flexibility
- Separate legal identity – benefits from a clear corporate identity both internally, in terms of a dedicated management and workforce, and to the outside world.
- The roles and responsibilities of LLP members are often not as familiar as the defined roles of directors and shareholders in limited companies.
- Limited liability may be undermined in practice by guarantees and security required to support external financing and third-party contracts.
Our Global Strategic Partnership expertise
Our legal and tax specialists have experience in all areas of strategic partnership agreements including regular reviews to ensure you are fully compliant with the latest changes in partnership law. We can create international partnership agreements for a wide range of entities, from NGOs to think tanks to corporations, across a range of sectors and jurisdictions and are also familiar with the issues surrounding double-taxation in cross-border partnerships.
Our expertise in Partnerships includes the following:
- Partnership formation
- Partnership agreements and business structures
- Limited and Limited Liability Partnership
- Partnership tax planning
- Mergers and Acquisitions
- Partnership Disputes
- Professional regulatory issues
How we can help?
Del Canto Chambers team uniquely understand the legal and tax complexities of partnerships, and can advise on the commercial and strategic issues involved.
Our number one priority is our clients’ individual needs. We will collaborate with you to meet your goals and build a partnership structure that meets each parties’ specific needs. We work with you to anticipate potential areas of commercial conflict and develop practical and appropriate mechanisms to resolve disputes. Contact us to find out how we can help.