A joint venture is a business arrangement in which two or more persons or entities agree to jointly pursue a specific business objective—often more limited in scope and duration than a typical business or company. A joint venture may be organized as its own corporation or limited liability company. In addition to the risks of the business venture, a person or entity considering a joint venture should understand the tax issues, liability issues, and fiduciary duty issues involved.
In New York, a joint venture is treated similarly to a partnership for both legal and tax purposes, unless it is specifically organized as a separate entity like a corporation or limited liability company (LLC). When two or more parties enter into a joint venture, they agree to combine resources to accomplish a specific project or business activity, sharing profits, losses, and control. Each participant in a joint venture is responsible for the debts and obligations of the venture, and this liability can be unlimited unless the joint venture is formed as an LLC or corporation, which can offer liability protection. Tax implications for a joint venture depend on its structure; if it's formed as a partnership, it may not pay federal income taxes, with profits and losses passing through to the members' individual tax returns. However, if organized as a corporation, the joint venture would be subject to corporate taxation. Parties in a joint venture also owe fiduciary duties to one another, requiring them to act in the venture's best interest. It's important for anyone considering a joint venture to consult with an attorney to understand the specific legal and tax consequences of their arrangement.