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HMRC internal manual

VAT Registration

Entity to be registered: partnerships: ‘No partnership’ clauses

You will find that many agreements contain ‘no partnership clauses’ which state that the terms of the agreement in no way constitute a partnership. Such clauses should not be taken into account when considering whether two or more persons are in partnership. If, on the true analysis of the facts before you, it seems to you that a partnership exists, any clause which attempts to deny the existence of that partnership relationship can have no effect.

This point was considered in the High Court case Wiener v. Harris [1910] 1 K.B. 285, 290 which concluded:

“The Court pays no regard to that [no-partnership clause]. The Court looks at the transaction and says ‘is this, in point of law, really a partnership?’”