Joint Venture partnership with unincorporated company

[rockovo]

Hi everyone!

I have a bit of a concern and thought someone here could answer to my question or at least point in right direction as my research didn't bring any results, not for UK specifically.
Any advice will be much appreciated.

I have registered Ltd company that will build software systems, SaaS - b2b.
We don't have developer now, but we are looking to go into partnership with software company that will develop system designed by us and we will share profits.
From my research it looks like unincorporated joint venture partnership agreement will be best option.

We have found company with couple of developers that are willing to join partnership with us, but here is where I have concern..
Their company is unincorporated and neither of them is a sole trader.
All they have is website, business insurance and public indemnity insurance under name of this company - I still will need to verify these though.

Am I fine to sign agreement with them as a business entity, or as with individuals?
If so, is there anything I need to add, make sure of?

Many thanks!

[efpom]

"Their company is unincorporated and neither of them is a sole trader."

An unincorporated company, seems to me to be a contradiction, at least in English law. Are you, perhaps describing an unincorporated partnership here?

[rockovo]

Hi Efpon,

Thank you for reply.

I meant they did not register company with Companies House, so technically their company is non-existent.

Their answer to my question about company registration with Companies House was:

"We are currently not registered on companies house as we are a Partnership company with the view of becoming a limited company towards the end of this year. To give a brief overview of [Company Name], our company was established in May this year. All of our prices are quoted with VAT inclusive. However, although we are not yet registered on companies house we hold business insurance and public indemnity insurance for [Company Name]. If it is required that we would need to be a limited company then we are able to set this up. I will send our insurance documents on a separate email."

Now that you mentioned unincorporated partnership, it looks like that's what it is..am I right?
Sorry for daft questions but it's all new to me.

In this case do I describe them in agreement as business entity?

[efpom]

No question is a daft question - the answer might well be.

As you wish to form an unincorporated joint venture partnership, in my view, the partners should be your company - a legal person, and the remainder, the natural persons you wish to go into partnership with.

In theory, there is no reason why all of the parties to an unincorporated partnership, should not be themselves, unincorporated partnerships, Companies, or natural persons, but the tax and liability ramifications are very complex and much more than I am willing to undertake on here.

You may wish to consult a specialist legal practitioner.

[rockovo]

Thank you Efpom, I will consult it with legal practitioner.