Joint Ventures and Partnerships Disclosure

Joint Ventures and Partnerships Disclosure is the transparency a Canadian federal bidder owes the buyer about its organizational structure when it does not bid as a single company. If a bid comes from a joint venture, the bidder must say so clearly and identify who is in it. Where a program recognizes partnerships, the bidder must also meet that program's disclosure and eligibility rules.

The Canadian federal standard instructions define a joint venture as an association of two or more parties who combine their money, property, knowledge, expertise or other resources in a single joint business enterprise, sometimes called a consortium, to bid together on a requirement. The disclosure lets the contracting authority know exactly who is bidding, who can sign, and who is responsible for performance. The full wording is in the standard instructions for competitive goods and services requirements.

What a joint venture bidder must identify in the bid

The standard instructions require a bidder submitting as a joint venture to state that status and provide the following:

• The name of each member of the joint venture.
• The Procurement Business Number of each member.
• The representative of the joint venture, if applicable.
• The name of the joint venture, if applicable.

If this information is not clearly provided in the bid, the contracting authority may request it. A bid team should not rely on that request. Put the details in the bid up front so that the submission is complete when it is received.

Signatures, authority and joint liability

The bid and any resulting contract must be signed by all members of the joint venture, unless one member has been appointed to act for all of them. Where a representative is named, the contracting authority may ask for confirmation that the representative has full authority to act for every member.

Disclosure also carries a legal consequence. If the joint venture is awarded a contract, all members are jointly and severally, or solidarily, liable for performance. Each member answers for the whole contract, not just its own share of the work. Members should settle their internal arrangements before they submit the bid.

Joint venture clauses in professional services supply arrangements

The disclosure carries into resulting contracts. In the task-based supply arrangement for professional services, the contractor must confirm the joint venture's name and list all members identified in the original bid. The clauses also cover the representative member, authority to act, liability, changes in membership, security requirements and controlled-goods requirements.

The solution-based supply arrangement contains comparable clauses. The contractor identifies the joint venture and lists all members named in the bid.

Partnerships and Indigenous business eligibility

Partnerships matter most in set-aside and preference programs. Under the Procurement Strategy for Indigenous Business, businesses, including joint ventures and partnerships, must self-certify that they meet the program's definition and eligibility requirements, as described by the Office of the Procurement Ombudsman.

That self-certification can be tested. Indigenous Services Canada compliance audits verify ownership, control and program-content criteria for businesses, joint ventures or partnerships registered in the Indigenous Business Directory.

Joint ventures are also treated as their own case under green procurement. For the federal Standard on the Disclosure of Greenhouse Gas Emissions and the Setting of Reduction Targets, joint-venture bids are evaluated case by case, based on the procurement requirement and the solicitation and contract terms. See the implementation guidance.

What joint venture disclosure means for a supplier

If you plan to bid with another firm, check the solicitation for its joint venture requirements before you draft. Confirm that every member has a Procurement Business Number, decide whether to appoint a representative, and agree on who signs. Name the joint venture if it has a name, list every member, and keep the same members through to contract. Where a program such as the Indigenous business strategy applies, confirm that the joint venture or partnership meets the eligibility rules, because the claim can be audited.