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The ins and outs of Joint Ventures in property investing or development

If you think investing in property is beyond your reach, then it might be time to think about joint ventures.

Picture yourself in this scenario… you’re now in your 50s, your kids are all grown up and left home. woman property deal

You see them battling out there in the jungle and you wonder how they’re going to get ahead.

You lament to yourself: “How are they ever going to save the deposit for their first home?”

You well understand how hard that is as it has taken you more than 30 years in the workforce to get to the financial position you’re now in.

That is, your house if paid off and you’re diligently making payments into your super fund, balancing that up with the cost of your new life (travelling overseas for the first time in your life) and a new car.

If your health and job hold out you should find yourself financially independent in 10 years’ time.

You often think you’d like to help your kids get ahead, but what can you do?  

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Perhaps you’re the adult child in this scenario.

The excitement of moving out of home has been numbered now by the realities of life.

“How am I going to save the deposit to get into my first property deal,” you ask.

After you pay the rent, car payments and private health fund contributions there’s previous little left.

Mum and dad have often said that they’d love to give you a “leg up” if they could, but, how can they?

Well, have any of you ever thought about a joint venture?

As the parent, your maturity and assets/money (the great thing about having money is that it keeps you close to your children) together with their youth and energy are a great combination. bank-savings-house-couple-save-property-meeting-budget-300x199

The way it usually works is that mum and dad put up the equity in their home as security for a loan which will fund the purchase and development (or renovation) of a property for a profit.

Mum and dad provide the line of credit over their house along with their house along with their maturity and education, and the kids do all the work.

The profit is then split 50/50.

You all need to educate yourselves, however, about joint ventures and how they work.

If you, the parent, are anxious about this proposal then look at it this way: who are you going to leave your assets to anyway?

Isn’t it better to give now with a warm hand rather than a cold hand, in circumstances where you can guide them?

So, let me help you get educated on joint ventures.

We’ll call it Joint Ventures 101.

INTRODUCTION

Are you asset or cash flow rich but without the time or the expertise to get into a real estate deal?

Or do you have a lot of building, real estate or project management experience but are too cash flow or asset poor to venture into the real estate market? Australian Mortgage Finance

Are you asset or cash flow rich but without the time or the expertise to get into a real estate deal?

Or do you have a lot of building, real estate or project management experience but are too cash flow or asset poor to venture into the real estate market?

Ever thought about joining with someone who has the “other half of the equation” and using your combined skills, capital, expertise and cash flow to make money from a real estate transaction?

There is much upside to a joint venture between people of like minds with different skills sets or contributions.

The risk of “having a go” is also spread.

The breadth of your experience e would widen too in a joint venture.

On your own you might only be able to undertake a small duplex development at best, but in conjunction with others a three-storey walk-up or a small commercial or industrial strip development comprising ten shops/factories may now be possible.

How you will grow!

The world can be your oyster now. success invest

There are downsides too (and you must document this arrangement in a joint Venture Agreement) but if well-structured and property managed, these can be minimised.

The range of joint ventures is broad.

You can start at one end of the scale with a simple contractual arrangement between two people to buy a house, renovate it and on-sell for a profit.

At the other end of the spectrum the venture may be between a solicitor, architect, builder, town planner and real estate agent who join their skills and expertise for the development of a project to build and run a shopping centre or even construct a high-rise unit building.

The salient features of a typical joint venture, whether small or grand, are similar.

Let’s look at the features of a humble joint for a small real estate development between, say, one man who has capital assets and strong cash flow and a woman who is cash flow capital poor, but has a lifetime of real estate, trading and marketing experiences.

Join these two together in a joint venture and, as I said earlier, the world is their oyster.

A TYPICAL ARRANGEMENT

One investor (let’s call them “the first investor”) is able to contribute substantial funds and cash flow towards a small project to purchase a house, renovate it and then on-sell it for a profit.

The second investor will contribute their skills to acquire the right property, renovate it appropriately, manage that process and then effect a sale of the property for a profit.

HOW DOES IT WORK? Pro 300x210

The second investor will identify a property suitable for the project and obtain approval for its purchase by the first investor.

The first investor will fund the acquisition of the property (usually in their name only).

The second investor will offer suggestions and submit a proposal to the first investor for the renovation of the property and its eventual sale for a profit to be shared equally between the two (i.e. the overall scheme of things with a simple joint venture).

Let’s look more carefully at the specific contributions of each of the investors.

FIRST INVESTOR’S CONTRIBUTIONS

The first investor will acquire the property in their name and provide all of the funds necessary to do so together with funds necessary for its renovation or development including:

  • The deposit and purchase price; piggy bank
  • All Funding costs;
  • All legal fees and stamp duty including any building and building reports, survey reports, town planning searches and the costs of any other enquiries;
  • Payment of all rates, taxes and levies on the purchase of the property;
  • All insurances for the property.

This contribution by the first investor will be typically called the “Initial Contribution”.

All other continuing costs (called the “Continuing Contribution) during the ownership, development and sale of the property including payment of interest and loan expenses, renovation works and sale costs will typically be met by this first investor.

In short, all purchase costs and expenses, development costs and sale costs are met by the first investor and are commonly called “Join Venture Expenses”.

THE SECOND INVESTOR’S CONTRIBUTION

The contribution of the second investor to the project will usually be as follows:

  • Identification of an appropriate property to buy for the development project, including negotiating the terms of the purchase, arranging for appointment of lawyers and engagement of any others to carry out due diligence enquiries before settlement of the purchase. property buying costs
  • Selection of builders required, preparation of plans, obtaining approvals and quotes for renovation and development work.
  • If requested by the first investor, assistance with sourcing appropriate finance to fund the development.
  • Payment of all project expenses incurred in relation to the property’s development and sale.

Typically, there’ll be no charge by the second investor for providing their contribution to the project, as it’s understood that they are to be remunerated from their share of the net profits on the eventual sale of the property.

So, what if there’s some disagreement or dispute between the two investors about whether the property should be sold after it’s developed and if so, at what price?

As this issue falls within the province of the contribution of the second investor, they will usually determine these issues after consultation with the first investor.

That is, the second investor will decide the matter but in making such a determination, the Joint Venture Agreement between the parties will usually provide that the second investor must act reasonably and with a view to achieving a net profit for both parties.

THE NET PROFIT  property

When the property is sold the sale proceeds are usually paid as follows:

  • repayment to the first investor of their Initial Contribution;
  • repayment to the first investor of their Continuing Contribution (i.e. investment project expenses); and
  • sharing of the balance (i.e. any rental received from the property during its ownership and renovation equally between the parties as “net profits”).

TERM OF THE JOIN VENTURE

The typical term for a joint venture of the style outlined above is a maximum of 12 months unless a property is sourced, purchased, renovated and sold earlier, in which case the term comes to an end on the settlement of the sale of the property, the repayment of the first investor’s contributions and division of the net profits between the parties.

SHARING OF THE RISK 9337186 - risk insurance

Although it’s expected at the time of entry into the agreement that a profit will be made, the reality is that sometimes there’s a loss.

Even though the property is purchased in the name of the first investor, the Joint Venture Agreement will provide that the losses are shared equally between the parties in the same way they share between the parties.

A common joint Venture Agreement will also provide that although the first investor owns the property, they grant to the second investor the right to lodge a caveat (a freeze on the title to the property) in order to protect the interests of the second investor.

WHAT IF THE PROPERTY ISN’T SOLD AT THE EXPIRATION OF THE YEAR?

The Joint Venture Agreement will usually provide that either party shall have the right to offer or sell their interest in the property to the other at a price nominated as being the anticipated net profit of the project, or if there’s some disagreement about this amount, at an amount set by an independent valuer.

CONFIDENTIALITY

This is particularly important in joint ventures with family members.

The relationship with your family is a precious one and the joint venture experience should foster this relationship, not undermine or destroy it.

Particular care needs to be taken with these types of joint ventures.

You must agree at the outset about how private the project is to be. Handshake

That is, are all parties free to share with all and sundry details of the development, or is it only to be made known to their professional advisers and lenders in the transaction?

I recently received a call from a distressed client.

She was at a party on the Saturday night before and was horrified when a friend revealed to her full details of a development my client was undertaking with a local builder.

My client was mortified when her friend disclosed what she thought until then was a private arrangement between her and the builder.

Her friend told her and everyone else in the group at the party full details of how much money they were borrowing, the estimated profit from the transaction and other personal information which would have been protected by the Privacy Act if you had provided it to a real estate agent or lender.

What could have been a series of successful developments with this builder had now turned sour and had basically ended before it had even started.

REGULAR MEETINGS

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Schedule regular meetings even if there appears to be little to discuss.

This is especially important when there are more than two parties to the joint venture.

These meetings ensure that everyone is kept up to speed and communication channels are open.

Record in writing everything that’s discussed and agreed upon in the meeting and, as soon as possible after the meeting, circulate a copy of the minutes to all parties of that meeting.

If there’s some misunderstanding about an issue on the agenda as recorded in the minutes, it will very quickly be flushed out and can be dealt with sooner rather than later.



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About

Rob is a partner in the Gold Coast based law firm MBA Lawyers. He is a highly regarded educator of property investors and estate agents and the author of the "Made Simple" series of books and CD's.
Visit www.ClausesMadeSimple.com


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