THE CHARTERED INSTITUTE OF HOUSING. 23 April 2014

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1 THE CHARTERED INSTITUTE OF HOUSING 23 April 2014

2 Building Effective Partnerships and Innovating Growth The Legal Aspects 23 April 2014 Keith Blizzard Partner, Shakespeares BSc(Hons) DipArb FRICS FCIOB FCIArb CArb FFB MEWI Chartered Quantity Surveyor, Chartered Builder, Chartered Arbitrator, Panel Adjudicator, Accredited and Panel Mediator, Accredited Dispute Board Member, Forensic Surveyor and Visiting Lecturer

3 Looking Ahead In the time set aside for me, this can only be a very broad overview Registered Providers are looking to make innovative changes to expand the services they offer Taking a more holistic approach Educating the young Caring for the elderly With the advantage of accessing Healthcare and Education Budgets

4 The Challenge How can the associated integrated arrangements be set up That depends! The parties may contribute to the agreement by contributing Land Services or expertise Funds

5 The Solution There are various ways in which cooperation between different parties can be arranged Partnership Commercial Joint Venture Incorporated Special Purpose Vehicle

6 Partnerships Can be an agreement set out in writing or oral agreement Informal Partnership Simple cooperation No legal documents Unincorporated Partnership Two or more parties working together with a view to making a profit The Partnership Act 1890 implies certain terms into the arrangement regarding the conduct of the parties

7 Partnerships cont d The difference between an Informal Partnership and an Unincorporated Partnership is blurred An Unincorporated Partnership is something more than simply working together on something It is usually based upon a specific project Rather than simply agreeing to cooperate in a general sense

8 Commercial Joint Venture Can be an agreement set out in writing or oral agreement There is no formal incorporated entity But there is a contract e.g. I will develop your land and I will pay you a percentage of the profit Whether an agreement is a Partnership or a Joint Venture depends upon the amount of control each party has Not the relevant profit shares

9 Incorporated Special Purpose Vehicle (SPV) A separate corporate entity is formed in which each party has an interest Limited Liability Partnership Limited Liability Company The advantages of a Limited Liability Company Enables marketing of the project under a different name to those of the parties Holding title to the property is simplified if it is held by the company

10 Incorporated Special Purpose Vehicle (SPV) cont d A Limited Liability Partnership Transparent for tax purposes Each party pays its own tax A Limited Liability Company Pays tax on its own trading Each recipient then pays its own tax on the receipts received from the limited liability company when the company s profits are distributed

11 Incorporated Special Purpose Vehicle (SPV) cont d Why consider the Incorporated Special Purpose Vehicle route? The SPV can be sold This may have Stamp Duty advantages 0.5% tax on sale of shares rather than up to the maximum 4% rate Marketing under a name that is separate from the participating entities The protection of limited liability

12 Incorporated Special Purpose Vehicle (SPV) cont d The SPV may raise finance itself rather than the participants having to contribute their own funds Will a funder lend to the SPV without guarantees? Provides some security where the land ownership is transferred to the SPV

13 Keith Blizzard Partner, Shakespeares BSc(Hons) DipArb FRICS FCIOB FCIArb CArb FFB MEWI Chartered Quantity Surveyor, Chartered Builder, Chartered Arbitrator, Panel Adjudicator, Accredited and Panel Mediator, Accredited Dispute Board Member, Forensic Surveyor and Visiting Lecturer Of: Shakespeares Somerset House Temple Street Birmingham B2 5DJ Tel (DDI): Mble:

CURRICULUM VITAE - Roy Pickavance

Reply to: Roy Pickavance, DAQS Limited The Orchards, Oak Tree Court, Tollerton, Nottinghamshire NG12 4HJ Tel: +44(0)115 937 3724; Email: arpdaqs@icloud.com CURRICULUM VITAE - Roy Pickavance Name: Antony