b'95% of the time when we are asked if something is a security, we determine that it is. To maintain a defensible joint venture, all parties must have an active management role in the common project or company. This role must be more than just a right to vote; each member should have an actual defined scope of work, and should be able to demonstrate that they actually did the work. Calling someone a joint venture partner and then treating that person as a passive investor is no defense.It is not what you say, but rather how you run the company that will determine whether you have sold securities or joint venture interests. If your investors rely on you to generate the profits, its a security. If you are not sure whether you are selling securities or joint ventures, you should consult a qualified securities attorney and figure it out. Its better to be safe than sorry. 37'