Is a joint venture a partnership?
Not necessarily. A contractual joint venture can be structured to avoid being a partnership, but the facts matter more than the label.
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Business cooperation / joint venture agreement (Scotland)
A cooperation or contractual joint venture agreement lets two businesses work together on a project without forming a new company. It sets out each party's contribution, how decisions are made, how costs and profits are shared, who owns what is created, and how the arrangement ends — while making clear the parties are not partners.
When you need one
Use one for a shared project, bid, product or market launch where each business keeps its independence. If you plan to form a new company together, you need a shareholders' agreement instead.
What it should contain
Purpose and scope
What the cooperation covers — and what it does not.
Contributions
Money, staff, know-how or assets each party brings.
Governance
A steering group and how decisions are made, including deadlock.
Costs and profits
How costs are borne and income shared.
Intellectual property
Ownership of background IP and anything created jointly.
Exit
Termination, and what happens to shared assets and customers.
Points specific to Scotland
- In Scotland a partnership has its own legal personality (Partnership Act 1890, section 4(2)), but partners are still ultimately liable for the firm's debts, so avoiding an accidental partnership matters just as much.
Different rules can apply elsewhere in the UK: see the England and Wales version of this guide.
Common mistakes
- Accidentally creating a partnership, with unlimited shared liability.
- No deadlock mechanism when the parties disagree.
- No plan for jointly created intellectual property.
See a specimen business cooperation — a short illustration of the structure and key clauses, laid out as the app produces them.
Quick answers
Do we need a new company for a joint venture?
No. Many joint ventures are purely contractual. A company suits long-term ventures with shared assets or outside investment.
Draft your business cooperation now
Be Contract Wise (Scotland)'s powerful, carefully prepared drafting tools turn a short set of plain-English questions into a business cooperation under Scots law, laid out to a professional standard, with an explanation of every clause. Simple or complex, export to Word or PDF.
Start drafting — freeBrowse all guidesReviewed 2026-09-24. General legal information about Scots law, not legal advice.