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 Ohio, a joint venture is recognized as a cooperative business activity formed by two or more parties to achieve a specific goal, often with a limited scope and duration. These ventures can be structured in various forms, including corporations or limited liability companies (LLCs), depending on the needs of the business and the preferences of the parties involved. When forming a joint venture, parties must consider several legal issues. Tax implications are significant, as the structure of the joint venture will affect how it is taxed—whether as a pass-through entity or as a separate tax entity. Liability concerns are also paramount, as each party's liability can vary based on the structure chosen; for example, LLCs typically offer personal liability protection to their members. Additionally, parties to a joint venture have fiduciary duties to one another, which require them to act in the best interest of the joint venture. It is advisable for parties considering a joint venture to consult with an attorney to navigate these complex issues and ensure that their rights and interests are adequately protected.