Joint Venture Guidelines


Innovation and Partnerships


Joint Venture Procedure


Gregory O'Connor

Director of New Ventures

Review of Potential Joint Ventures

As specified in the Research Foundation for the State University of New York’s ("RF") Joint Venture Policy (the "Policy"), Operations Managers must notify the Director of New Ventures of certain types of contemplated Joint Ventures as dictated by the Policy. Once notified by the campus, the Director of New Ventures will review the subject proposed Joint Venture with the appropriate RF departments, including without limitation the RF General Counsel or its delegate. Where such Joint Venture requires the approval of the RF President or the RF Board, the Director of New Ventures shall ensure that the proposed Joint Venture is reviewed by the RF’s Office of Innovation and Partnership’s staff, RF Chief Financial Officer and RF General Counsel, or their respective delegates, prior to seeking approval from the RF President and/or the RF Board.

Examples of Common Activities Substantially Related to the RF’s Exempt Purpose

As explained in the Joint Venture Policy, the RF should only participate in Joint Ventures which are substantially related to the RF’s tax-exempt purposes. Examples of activities that are substantially related to the RF’s tax-exempt purposes include:

Considerations for Joint Ventures with For-Profit Entities

As specified in the Joint Venture Policy, the creation of for-profit Joint Ventures structured as a separate legal entity (whether as a "C" corporation or as a pass-through entity, such as a partnership or limited liability company ("LLC") that has chosen to be taxed as a partnership), requires the approval of the RF President, followed by approval by the Board of Directors. In examining these transactions for approval, the RF will consider the following:

  1. "C" Corporations. A Joint Venture that is structured as a "C" corporation pays an entity level tax. The structure of this type of Joint Venture offers flexibility; however, it must be structured so that the RF does not own more than forty-nine percent (49%) of the stock of the corporation in order to protect certain beneficial tax treatment of payments received by the RF from such corporation. The RF’s Equity Participation Guidelines for Corporations must also be followed.
  2. Pass-through Entities. A Joint Venture that is treated as a pass-through entity for tax purposes must be structured carefully since the activities of such entity (and the characterization of the income generated by the entity (e.g., unrelated business income)) will be imputed to the partners or members of the entity, including the RF. Therefore, this type of Joint Venture must include safeguards to protect the RF’s tax-exempt status including:

Related Information

Affiliated Corporation Policy

Joint Venture Policy



Change History


Summary of Change

March 2, 2017

Update on notice requirement and moved equity language to new policy./guideline.

September 10, 2015

New document



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