Subcontractors and joint ventures explained
How small suppliers work together to win public contracts, in plain English.
Last checked: 13 October 2026
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1. The four ways to work with others
Checked against official GOV.UK guidance on 13 October 2026. This is general information, not legal advice. Contracts between businesses need proper advice.
| Route | What it means | Who the buyer deals with |
|---|---|---|
| RouteLead supplier with subcontractors | What it meansYou win the contract. You use other businesses or individuals to deliver parts of it. | Who the buyer deals withYou. You stay responsible for everything. |
| RouteSubcontractor to someone else | What it meansAnother supplier wins the contract. They hire you to deliver part of it. | Who the buyer deals withThem. You do not tender and may never meet the buyer. |
| RouteJoint venture or consortium | What it meansTwo or more businesses bid together as one team, for one contract. | Who the buyer deals withThe lead member, or the joint vehicle. |
| RouteAssociates and freelancers in your team | What it meansIndividuals who work for your company on agreed terms. Not a separate bidder. | Who the buyer deals withYou. |
What "reach out" means
When a report tells you to "reach out" to contract winners, it means: speak to the suppliers who already hold contracts, and ask whether they need a subcontractor. You do not have to tender. You deliver work for them, so they can deliver for the buyer.
2. The words you will see
| Word | Plain meaning |
|---|---|
| WordLead supplier (or prime) | Plain meaningThe business that signs the contract with the buyer and is responsible for delivery. |
| WordSubcontractor | Plain meaningA business or person hired by the lead supplier to deliver part of the work. |
| WordConsortium or joint venture | Plain meaningSeveral suppliers submitting one tender together. |
| WordAssociated person | Plain meaningSomeone you rely on to meet the buyer's conditions, or to deliver the contract in a significant way. A consortium member can be one. So can a key first-tier subcontractor. |
| WordConnected person | Plain meaningSomeone linked to your company, such as a director, a person who controls it, a parent or a subsidiary. |
| WordFlow-down | Plain meaningPassing the buyer's requirements (security, data, payment terms, insurance) on to your subcontractors in writing. |
3. Which role is right for you?
| If this is true | Consider |
|---|---|
| If this is trueYou would deliver most of the work yourself, and you meet the buyer's conditions. | ConsiderBe the lead supplier. |
| If this is trueYou are new, or you lack the track record, size or certificates the buyer wants. | ConsiderBe a subcontractor first. Build references. |
| If this is trueYou and another business each have half of what the buyer needs. | ConsiderA joint venture or a lead and subcontractor arrangement. |
| If this is trueThe contract is too big or too risky alone. | ConsiderPartner. Or pass. |
| If this is trueYou have a team of individuals who are not employees. | ConsiderEngage them on written agreements. You stay the lead supplier. |
A simple test
Who will the buyer hold responsible if it goes wrong? That is the lead. Only take that role if you can carry the risk.
4. Being the lead supplier
You are the business that is assessed. Subcontractors help you deliver, but the buyer deals with you.
- You are responsible for the quality, timing and conduct of everything your subcontractors do.
- Buyers may ask whether you intend to subcontract all or part of the contract. Answer truthfully.
- Buyers may ask who your subcontractors are, what share of the work they do, and how you manage them.
- Buyers can check your subcontractors for the same exclusion issues they check for you.
- Keep a register: who, what they do, agreement signed, insurance, security and data checks, conflicts declared.
- One person at your company should approve every deliverable before it goes to the buyer.
Pass the buyer's rules on in writing
- Security and data rules, including where data can be stored and who can access it.
- Insurance levels.
- Prompt payment. Public sector contracts often require payment through the supply chain within 30 days. Check the contract.
- Confidentiality and conflicts of interest.
- No further subcontracting without your written consent.
Show your team honestly
| Name | Status | Role | Days available |
|---|---|---|---|
| NameExample | StatusDirector | RoleDelivery lead | Days available10 per month |
| NameExample | StatusAssociate (own company) | RoleService desk specialist | Days available5 per month |
- Show each person's real status: director, employee, associate or subcontractor.
- Never imply a subcontractor is an employee.
- Past work done before your company existed must be attributed to the person, not to the company.
5. Being a subcontractor
- You do not tender. You agree terms with the lead supplier.
- To find them, search awarded contract notices for your codes. Note the winner and the contract end date. Look at framework supplier lists too.
- Start with a short, clear message: what you do, what you have done, and what you could do for them. A separate template is available.
- Ask them what the buyer requires of subcontractors: security, insurance, data, payment.
- Check the payment terms. Many lead suppliers must pass payment on within 30 days. Do not accept terms that leave you unpaid for months.
Protect yourself
- Get everything in a signed agreement before you start work.
- Be clear about what you will deliver, by when, and the rate or price.
- Check who owns the work you create.
- Check what you are liable for, and whether you need insurance.
- Ask whether you are exclusive. Can you work for others?
- Ask how and when either side can end the agreement.
Subcontracting is how many small suppliers win their first references. Ask whether the lead will let you use the work as a case study, and how it can be described.
6. Joint ventures and consortia
A joint venture means you bid together. The buyer sees one team. This can help when each of you has part of what the buyer wants. It also carries more risk, so go in with open eyes.
Decide these before you bid
| Question | Why it matters |
|---|---|
| QuestionWho leads? | Why it mattersThe lead deals with the buyer and usually carries most responsibility. The one with most of the work and experience should usually lead. |
| QuestionWho does what? | Why it mattersWrite down each member's part of the work and the bid. |
| QuestionHow will risk be shared? | Why it mattersBuyers may hold members jointly responsible. Understand this before you sign. |
| QuestionHow will money be split? | Why it mattersPrices, invoices, who is paid and when. |
| QuestionWhat if you win? What if you lose? | Why it mattersCosts of bidding, ownership of the bid, working together afterwards. |
| QuestionWhat if someone leaves? | Why it mattersThe buyer may need a replacement. Plan for it. |
| QuestionWhat is the legal form? | Why it mattersA contract between members, or a new company set up for the bid. This needs legal advice. |
- Every member can be checked by the buyer. A problem with one member can affect the whole bid.
- Each member may need to give its own supplier information.
- The buyer may ask for a legally binding agreement between members if it is relying on them to meet its conditions.
7. What buyers check
The Procurement Act 2023 sets rules on how buyers treat the people you work with. In plain English:
- Buyers must ask whether you plan to subcontract all or part of the contract.
- They can ask for details of your subcontractors, and may check all levels of subcontractor.
- If you rely on another business to meet the buyer's conditions, that business is an "associated person". A consortium member and a key first-tier subcontractor can both be one.
- A supplier can be excluded or excludable because of a subcontractor or associated person who is excluded or excludable.
- If an associated person is the problem, you must normally be given a chance to replace them first.
- The buyer may direct you to sign a legally binding agreement with a subcontractor you relied on to qualify. If you do not, the buyer may decline to award you the contract.
- Buyers may also look at "connected persons": directors, people who control your company, and parent or subsidiary companies.
Tip
Tell the truth in your declarations. Check your partners before you commit.
8. Questions to ask a partner
| Ask | Why |
|---|---|
| AskDo you hold the insurance and certificates the tender needs? | WhyYou may rely on them to meet the gates. |
| AskHave you or your directors had any issues that would need declaring? | WhyTheir problems can become yours. |
| AskWhat relevant contracts have you delivered? Can I speak to a reference? | WhyCheck it is real. |
| AskHow do you pay subcontractors, and how quickly? | WhyProtect your cash flow. |
| AskWho owns the work and the tools we create? | WhyAvoid disputes later. |
| AskWhat happens if you win the contract and we do not agree? | WhyPlan for disagreement. |
| AskAre you working with other bidders on the same tender? | WhyCheck for conflicts. |
9. Do you need a solicitor?
- For a simple subcontract on clear terms, a well-checked template from a trade body may be enough. Do not copy another firm's contract without having it checked.
- For a joint venture, a new company or any large or risky contract, get legal advice.
- Employment status and tax for individuals working through your company: take advice from an accountant or solicitor.
- Agree the basics first by email or a short heads of terms. Then have the contract prepared.
- Never start work, or let a partner start, without something signed.
10. Red flags
- A partner who will not put terms in writing.
- A partner who cannot show insurance or certificates.
- Terms that make you pay or deliver before you are sure of being paid.
- A request to use your experience or staff as if they were the partner's.
- A tender where the buyer bans or limits subcontracting and your plan depends on it.
- A partner who pressures you to sign fast.
11. Links
| For | Link |
|---|---|
| ForThe Procurement Act 2023: a short guide for suppliers (GOV.UK) | Linkgov.uk: short guide for suppliers (opens in a new tab) |
| ForOfficial Procurement Act e-learning, Module 6: supplier selection (GOV.UK) | Linkgov.uk: Module 6 supplier selection (opens in a new tab) |
| ForFind a Tender search | Linkfind-tender.service.gov.uk/Search (opens in a new tab) |
| ForAsk the Buyer | LinkBook a call with Ask the Buyer (opens in a new tab) |
General information to help you get started. It is not legal advice. Check answers carefully and take advice where you are unsure. Take advice before you sign any agreement.