Collaboration, Joint Ventures

Section 1

Purpose

QS firms increasingly deliver complex projects through collaborative arrangements — consortia, joint ventures (JVs), teaming agreements, and sub-consultancy chains. Each structure creates distinct legal, regulatory, and ethical obligations that must be addressed at pre-appointment stage.

RICS does not publish a dedicated JV Professional Statement. The framework is assembled from the Rules of Conduct (2021), the Conflicts of Interest Global Professional Statement (2017), the Standard Form of Consultant's Appointment (E&W, April 2025), the Rules for the Registration of Firms (2020), and general company, partnership, and contract law.

A fit-for-purpose collaboration structure protects all members from unintended liability, unclear IP ownership, and regulatory exposure. Getting the structure wrong — or leaving it undocumented — is one of the most expensive commercial mistakes a QS firm can make.

Section 2

Key Principles

A Joint Venture (JV) is a separate legal entity — typically a Special Purpose Vehicle (SPV) company or partnership — jointly owned by two or more firms for a single project or portfolio.
A Consortium is a contractual alliance only — no separate legal entity. Each member contracts with the Client and with fellow members under a Consortium Agreement; each retains individual liability.
Sub-consultancy arrangements place the sub-consultant in contract with the lead consultant, not with the Client. The lead retains prime contractual responsibility to the Client.
Conflicts of Interest PS (1st ed, December 2017) applies to every collaboration structure — both Party Conflicts and Own Interest Conflicts must be identified and documented before entry.
PII implications differ by structure. An SPV JV usually needs its own standalone PII policy; consortium members' existing PII normally covers their share, subject to a policy review.
RICS Rules of Conduct 2021, Rule 3 example behaviour 3.2, requires written disclosure to the Client of the collaboration structure — naming each participant and the lead contact.
An SPV providing RICS-regulated services is a distinct firm for regulatory purposes. It must hold its own Firm Registration, Responsible Principal, CHP, PII, and CPD records.

Section 3

Practical Application

Step 1

Choose the collaboration structure based on risk appetite, duration, and regulatory fit. For single projects, a consortium usually suffices; for multi-year programmes, an SPV JV is often preferable.

Step 2

Run the Conflicts of Interest check — including Party Conflicts and Own Interest Conflicts — before agreeing commercial terms with partners. Record the check in the firm Ethics Register.

Step 3

Draft the JV or Consortium Agreement before services commence. Cover: scope, fee split, liability cap and apportionment, IP ownership, exit/termination, dispute resolution, confidentiality, and governing law.

Step 4

For an SPV JV providing RICS-regulated services, apply for separate RICS Firm Registration — appoint a Responsible Principal, implement a CHP, and arrange dedicated PII cover.

Step 5

Disclose the collaboration structure to the Client in the Terms of Engagement — naming each partner, identifying the lead contact, and recording PII details.

Step 6

Confirm PII adequacy in writing from each partner: confirm the policy covers the JV/consortium work, check territorial limits, and retain policy evidence on file.

Step 7

Agree a single, shared project-level risk register and a common H&S management protocol across all partners — fragmentation causes accountability gaps.

Section 4

Common Mistakes to Avoid

Entering a consortium on a handshake, with no written agreement — no defensible position exists if fees, IP, or liability are later disputed.
Assuming existing PII extends to JV work — many UK PII policies exclude SPV structures without explicit endorsement.
Omitting the conflicts check at partner selection — e.g. a JV partner separately instructed by the same Client on a different, potentially conflicting project.
Failing to inform the Client of the collaboration structure in writing — a Rule 3 breach and a frequent source of later disputes.
Mixing joint-and-several liability without negotiation — one partner's insolvency can pull the remaining partners into full liability for the failed share.
Treating a multi-year JV as exempt from separate RICS Firm Registration — an SPV providing regulated services is itself a regulated firm.

Section 5

APC Competency & Quick Reference

This topic is relevant to: Business Planning (Level 2–3); Contract Practice and Contract Administration (Level 2–3); Conduct Rules, Ethics and Professional Practice (Level 2); Procurement and Tendering (Level 2–3).

What is the difference between a Joint Venture and a Consortium?

A JV is a separate legal entity (typically an SPV company or partnership) jointly owned by the collaborating firms — usually used for multi-year portfolios or large programmes. A Consortium is a contractual alliance only; each member contracts directly with the Client and with fellow members under a Consortium Agreement, retaining individual liability. Source: General English commercial law principle; see also RICS Standard Form of Consultant's Appointment (England and Wales), April 2025 — https://www.rics.org/profession-standards/rics-standards-and-guidance/sector-standards/construction-standards/standard-form-of-consultants-appointment

Does an SPV JV need separate RICS Firm Registration?

Yes — where the SPV provides RICS-regulated services. The SPV is a distinct firm for regulatory purposes and must hold its own Firm Registration, appoint a Responsible Principal, maintain a Complaints Handling Procedure, carry its own PII, and submit its own CPD records. Source: RICS Rules for the Registration of Firms (effective 1 April 2020) — https://www.rics.org/content/dam/ricsglobal/documents/regulation/1_april_2020_firm_regulation_rules_for_the_registration_of_firms_wef.pdf

What conflicts checks apply before entering a JV or Consortium?

The Conflicts of Interest Global Professional Statement (2017) applies. Check for Party Conflicts (acting for parties with competing interests) and Own Interest Conflicts (personal or firm interest competing with client duty). Record the check and any informed-consent waivers in writing, in the firm Ethics Register. Source: RICS Conflicts of Interest Global Professional Statement, 1st edition (March 2017, effective 1 Jan 2018; reissued July 2023) — https://www.rics.org/profession-standards/rics-standards-and-guidance/conduct-competence/conflicts-of-interest

Section 6

Pre-Appointment Checklist

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Collaboration structure (JV / consortium / sub-consultancy) formally documented in a written agreement

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Conflicts of Interest check completed and logged in the firm Ethics Register

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Liability allocation (joint / several / joint-and-several) explicit in the agreement

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PII cover confirmed in writing by each partner; evidence on file

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Separate RICS Firm Registration obtained for any SPV providing regulated services

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Client formally notified of the collaboration structure in the Terms of Engagement

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Single project-level risk register and shared H&S protocol agreed across all partners

Section 7

CPD Learning Outcomes

Understand the legal and regulatory distinctions between JVs, consortia, and sub-consultancy arrangements.
Apply conflicts-of-interest checks and PII verification before entering collaborative arrangements.
Produce a fit-for-purpose JV or consortium agreement framework covering liability, IP, and exit.

Section 8