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Alexander
Good afternoon. Yes, it will, according to the signs, the agreement suits you under a simple partnership agreement:
Article 1041 of the Civil Code of the Russian Federation
1. Under a simple partnership agreement (agreement on joint activities), two or more persons (partners) undertake to combine their contributions and act jointly without forming a legal entity in order to derive profit or achieve another goal that does not contradict the law.
2. Only individual entrepreneurs and (or) commercial organizations can be parties to a simple partnership agreement concluded for the implementation of entrepreneurial activities.
Article 1044 of the Civil Code of the Russian Federation Conducting common business of comrades
1. When conducting common affairs, each partner has the right to act on behalf of all partners, unless the simple partnership agreement establishes that the conduct of business is carried out by individual participants or jointly by all participants in the simple partnership agreement.
When doing business together, each transaction requires the consent of all partners.
2. In relations with third parties, the authority of a partner to make transactions on behalf of all partners is certified by a power of attorney issued to him by the other partners, or by a simple partnership agreement made in writing.
3. In relations with third parties, the partners may not refer to restrictions on the rights of the partner who made the transaction to conduct the common affairs of the partners, except in cases where they prove that at the time of the conclusion of the transaction the third person knew or should have known about the existence of such restrictions.
4. A partner who has made transactions on behalf of all partners in respect of which his right to manage the common affairs of partners has been limited, or who has concluded transactions in the interests of all partners on his own behalf, may demand compensation for expenses incurred by him at his own expense, if there were sufficient grounds to believe that these deals were necessary in the interests of all comrades. Partners who have suffered losses as a result of such transactions have the right to demand their compensation.
5. Decisions relating to the common affairs of the partners are taken by the partners by common agreement, unless otherwise provided by the simple partnership agreement.
No, this is not necessary, the contract is valid even without notarization.
There are a lot of cooperation agreements on your site, but they all concern legal entities. Do not help me choose a sample contract for individuals, of course with the refinement of their nuances. Thank you in advance!
Preparation of a document is a separate option on the site, or you can contact any lawyer in the chat and order the preparation of a document.
As for the samples that you yourself can use, there are special differences from the contract, where the parties will be legal. there is no face, so you can also use this sample.
Good luck to you!
Sincerely,
Vasiliev Dmitry.
Good afternoon
I agree with my colleagues about the agreement on joint activities. But why don't you create a 50/50 LLC and conduct this activity on behalf of this legal entity? Resources in an LLC can be invested both in the authorized capital and leased, gratuitous use, etc.
From a financial point of view, this scheme is the most cost-effective.
Chat
Mikryukov Alexey
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Hello Sergey.
As my colleagues rightly say, a simple partnership agreement is regulated by the Civil Code.
Article 1041
1. Under a simple partnership agreement
(joint activity agreement) two or more persons (partners)
undertake to combine their contributions and act jointly without formation
legal entity for profit or to achieve otherwise
illegal purpose.2. Parties to a simple partnership agreement,
concluded for the implementation of entrepreneurial activity, may
be only individual entrepreneurs and (or) commercial
organizations.3. Features of a simple partnership agreement concluded for the implementation of joint investment activities (investment partnerships) are established by the Federal Law "On Investment Partnerships".
That is, if the purpose of the partnership (joint activity) is to achieve profit (entrepreneurial activity), then individual partners must have the status of an individual entrepreneur.
Notarization of the agreement on joint activity is not required.
Well, I don’t have an approximate form between two individuals, but this is easy to fix. Order it via chat and it will be ready. ;-)
Well, as a bonus - a scheme regarding a simple partnership (may come in handy)
Sincerely, Mikryukov Alexey
Joint activity Joint activityEntity.doc Entity.doc
Hello
Will an agreement concluded between individuals on joint business conduct be legally binding (without the creation of an LLC and other forms of enterprise, the issue of responsibility for conducting commercial activities is not considered within the framework of this issue)?
Alexander
Controversial question. On the one hand, the law does not provide for the existence of contracts of this type. On the other hand, there is the principle of freedom of contract. I think that this agreement should be considered from the standpoint of existing judicial practice. That is, as far as I understand, the contract is needed in order to protect yourself in case of incorrect distribution of profits. That is, can you win a court case if and as a result of violation of such an agreement.
Do I need to certify this kind of contract in a notary's office? And are notaries allowed to certify such contracts?
Alexander
Since such an agreement is not named in the law in principle, then the notarial certificate
Good afternoon Alexander.
Will an agreement concluded between individuals on joint business conduct be legally binding (without the creation of an LLC and other forms of enterprise, the issue of responsibility for conducting commercial activities is not considered within the framework of this issue)?
Alexander
In my opinion, such an agreement will not have legal force. As Irina noted above, in this case, your actions will qualify as entrepreneurial. According to the current legislation, in order to carry out entrepreneurial activities, it is necessary to have the appropriate legal status of an individual entrepreneur, or to establish a commercial legal entity with appropriate goals.
Consequently, any actions of citizens (including the conclusion of any agreements) aimed at conducting joint business activities in circumvention of the rules established by the state for conducting such activities will be considered null and void in the eyes of the state.
Those. after the conclusion of such an agreement, you will not be able to enforce its execution, because. there are no appropriate legal mechanisms for regulating such relations.
Thus, you either need to register an individual entrepreneur / legal entity and enter into the simple partnership agreement described above, or establish a joint legal entity.
In my opinion, any agreements between citizens on the conduct of any business activities do not give rise to any legal consequences.
Sincerely,
According to Art. 421 of the Civil Code of the Russian Federation
Citizens and legal entities are free in custody
contracts.
Coercion to conclude a contract is not allowed, for
except in cases where the obligation to conclude a contract is provided for
this Code, the law or a voluntarily accepted obligation.
2. The parties may conclude an agreement, either as provided for or
and not provided for by law or other legal acts.
3. The parties may conclude an agreement containing
elements of various agreements provided for by law or other legal
acts (mixed contract). To the relations of the parties under a mixed contract
apply in the relevant parts of the rules on contracts, the elements of which
are contained in a mixed contract, unless otherwise follows from the agreement of the parties or
essence of a mixed contract.
4. The terms of the contract are determined at the discretion of the parties, except
cases where the content of the relevant condition is prescribed by law or other
legal acts (Article 422).
In cases where the terms of the contract are provided for by the norm,
which is applied insofar as the agreement of the parties does not provide otherwise
(dispositive norm), the parties may, by their agreement, exclude its application
or set a condition different from that provided for in it. With absence
of such an agreement, the condition of the contract is determined by a dispositive norm.
5. If the terms of the contract are not determined by the parties or
dispositive norm, the relevant conditions are determined by the customs of business
turnover applicable to the relationship of the parties.
Too, you have the right to conclude one contract - mixed
contract.
DECISION
Plenum of the Supreme Arbitration Court
Russian Federation
Moscow#16March 14, 2014
Freedom of contract and its limits clarified
1. In accordance with paragraph 2 of article 1 and article 421
of the Civil Code of the Russian Federation (hereinafter - the Civil Code of the Russian Federation) citizens and
legal entities are free to establish their rights and obligations on the basis of
contract and in determining any conditions that do not contradict the law
contracts.
According to paragraph 4 of Article 421 of the Civil Code of the Russian Federation, the terms of the contract
determined at the discretion of the parties, unless the content
the relevant condition is prescribed by the rules binding on the parties,
established by law or other legal acts (imperative norms),
valid at the time of its conclusion (Article 422 of the Civil Code of the Russian Federation). In cases where
the term of the contract is stipulated by the rule, which is applied insofar as
agreement of the parties does not establish otherwise (dispositive rule), the parties may
by their agreement to exclude its application or to establish a condition different from
provided for in it. In the absence of such an agreement, the terms of the contract
is determined by the dispositive norm.
In applying these provisions, courts should take into account that
the norm defining the rights and obligations of the parties to the contract is interpreted by the court on the basis of
from its essence and goals of legislative regulation, that is, the court takes into
attention not only to the literal meaning of the words and expressions contained in it, but
and those goals that the legislator pursued by establishing this rule.
That is, you are free to establish your rights and
obligations on the basis of the contract and in determining any non-contradictory
the law of the terms of the contract.
Decree of the Federal Antimonopoly Service of the Volga-Vyatka District dated April 19, 2010 to
case N A79-7792/2009"..
As follows from the case file, the municipal unitary
enterprise "Leninsk district department of housing and communal
economy” (legal predecessor of the Enterprise, customer) and the Company
(contractor) entered into a contract for maintenance, sanitary
maintenance and current repair of housing stock and adjoining territories from
02/01/2008 N 11, under the terms of which the contractor assumed an obligation to
on behalf of the customer to perform maintenance, sanitary
maintenance and current repair of the housing stock, engineering infrastructure and
adjoining territories located at the customer on the right of economic management
(operational management). General characteristics of the housing stock, targeted
list of objects handed over by the customer to the contractor for safety and operation
housing and non-residential stock, a list of engineering equipment, data on
adjoining territories are given in Appendix N 1. The list, composition and
the frequency of work is given in Appendix N 2 (clauses 1.1 and 1.2
of the agreement). In pursuance of the terms of the agreement, the Company completed the work and provided
services provided by the contract, and presented them to the customer for payment.
The specified works and services are accepted by the customer according to acts without
comments. Non-fulfillment by the Company of the obligation to pay 312,673 rubles 39
kopecks of debt was the basis for the Company's appeal to the arbitration court with
this claim. The legal relationship of the parties is based on a mixed contract,
containing elements of a contract for the provision of services for a fee and an agreement
contract..."
That is, your legal relationship will not be based on a mixed
an agreement containing elements of an agreement for the provision of services for a fee and
contract agreements...
T Thus, you should conclude a mixed contract.
I can provide a contract drafting service.
With uv.
With partners? This question is perhaps the most important and, at the same time, the simplest. The most important for the simple reason that its future fate largely depends on the form of organization of a partner small business. Well, simple because there is not much choice. But, nevertheless, a lot of novice business partners make a mistake in the form of organizing their business.
Introduction.
Before the future, the question will certainly arise - in what form to register your business? This question is important, and the fate of the business being created depends on the correctness of its solution.
Let me remind you that there are several forms of registration and business organization. These are: IP - individual entrepreneurship, LTD or LLC - a limited liability company. We will not consider other forms of business organization, because they usually have nothing to do with small businesses. So, which is better for - IP or LLC. I will not, within the framework of this article, analyze all the advantages and disadvantages of forms of business organization. I will consider them only from the point of view of organizing a partner business.
First of all, consider the organization of a partner business in the form of an individual entrepreneur. There are two partnership options in this case.
First option- registration of all IP documentation for one of the partners, and the other partner (or partners) are the unspoken co-owners of this.
I want to say right away that I am not a supporter of such partnerships. Moreover, I think this way for real business is unacceptable. Although many young entrepreneurs are trying to go this way. The ostensible benefits of ease of registration, ease of reporting, and the possibility of a small reduction in taxes are very attractive to them. The disadvantages of this option are not immediately visible, but they are so significant that they outweigh all the visible benefits many times over.
And the main drawback is the completely unjustified risks of partners. And the risks of all.
First of all, the partner for whom the IP is registered is at risk. It is he who will answer to the state authorities if something is wrong in business. It is he who will be the debtor of the tax authorities, suppliers, creditors in case of unprofitability of the business. Moreover, his liability is not limited to the property of the business, but also to his personal property. His personal car, and personal property, and even an apartment can be confiscated from him in payment of debts. Well, unregistered co-owners do not bear any responsibility to anyone, perhaps only to their own conscience.
But the unregistered partner (partners) also risks. After all, only an officially registered partner has all the rights to business. And in the event of a quarrel between partners or their desire to divide the business, problems are inevitable. After all, the only legal owner of the business, and, of course, the owner of everything that is in the business, is the first partner. And the second has no rights and cannot prove his participation in the business.
Can an unregistered partner protect himself. Formally, it is possible to secure the money invested in business. It is necessary to draw up a loan agreement, according to which he lends money to the official owner of the IP. And in the event of a divergence of partners, this agreement can help him return the amount invested in the common cause. But he will not be able to return his part of what the business has earned (if it is successful).
As you can see, the risks of all partners are quite high, and I strongly do not recommend using this partnership method if you create a small business with partners.
Small business with partners in the form of IP.
Second option- each of the partners draws up their IP and then they conclude a simple partnership agreement with each other. This option significantly reduces the risks of partners and is quite widely used in practice. Its essence boils down to the fact that each of the partners registers its own IP. And then they create a single business by signing an agreement on joint activities. In this agreement, the parties prescribe the rights and obligations of each of the partners. Details of the partnership agreement can be found in. This option is in many ways similar to the creation of an LLC by two or more partners, without opening a legal entity.
The advantages of this option seem to be obvious: each of the partners has an independent business; income and expenses are divided depending on the contribution of the parties; in the case of a division of the common business, everyone can remain an individual entrepreneur with his share of the common business.
But there are a lot of disadvantages in this variant as well. After all, each of the partners must have their own reporting. And, besides this, it is necessary to conduct general reporting of the entire business. And in the case of, for example, the implementation of one project, all income and expenses for its implementation should, in proportion to the participation of each, be divided among the partners. This is quite difficult to do with different proportions of partners. A significant drawback is that each of the partners can very easily get out of such a business. Just leave with your share and with the equipment recorded on his IP. And this can lead to the closure of the entire business.
These shortcomings are so significant that I believe that such a small business with partners is not entirely justified.
Partnership business in the form of LLC.
I consider the formation of an LLC to be the most acceptable option to create a small business with partners. In many cases, this may be the only correct option. The very organizational essence of the LLC provides for the elimination of many problems for partners.
Firstly, the registration of an LLC allows you to prescribe in the constituent documents the main parameters of the relationship of co-owners: the share of each of the partners in the common business, the distribution of profits between them.
Secondly, the LLC organization provides legal protection of the rights of each co-owner.
Thirdly, partners in an LLC are proportionally responsible for everything that happens in their business. But, with rare exceptions, they are not liable with their personal property.
Fourthly, all LLC activities, including financial ones, are completely transparent for all partners, and each of them can track the state of the business at any time.
Fifth, none of the partners can simply leave the LLC. There are legal procedures for this. This gives the remaining partners time to make informed decisions about how to continue the business and, if necessary, patch up the holes in the business.
Sixth, it is much easier for an LLC to enter into partnership agreements with other firms, especially large ones, than with a business organized through a simple partnership agreement.
Seventh, LLC must pass all cash flows through a bank account. This disciplines the financial activities of partners and its transparency. Disciplines the activities of partners and the need to print on most LLC documents.
Eighth, maintaining an LLC can be more economical than using a business created through a simple partnership agreement for a partnership. Especially if there are more than two partners. After all, each individual entrepreneur should have an accountant, and in an LLC there will be one. Other organizational duplications will also be excluded.
The disadvantages of doing a small business with partners through an LLC, I would only include the more complex and costly registration and closing of a business.
Many people think that maintaining an LLC is more expensive. But even in an LLC, with proper financial management, you can significantly save on taxes, on maintaining bank accounts, and on other expenses.
Conclusion.
As it is easy to see from the above, small business with partners, in my opinion, is best organized through the creation of an LLC. But at the same time, we must not forget that simply organizing an LLC will not solve all the issues that arise when doing business together. Only a well-written, in addition to registration documents, agreement between partners will avoid many problems in the future.
Registering an IP is much easier than creating an organization in a different form. But what if two people are involved in the business, and none of them wants to risk their investments? In this case, you can open an IP for two. At the legislative level, this possibility is not provided, but it can be implemented.
The need for a joint business? Is it possible to open an IP for two?
Usually the need to run a business for two arises when two people have invested in one business and both want to have some kind of insurance. One business for two has several attractive sides:
- each participant needs to invest only a part of the starting capital;
- distribution of financial risks for two;
- less expenses for hired labor (both partners can work at the initial stage);
- twice as many ideas and good connections;
- mutual support (the factor is more psychological).
Making an IP for one of the business participants means that the second one trusts him completely with his invested funds. Today, people prefer not to take risks like that, even if close friends or relatives are involved in the business.
If we take into account the legislation, then IP means the registration of one person, and therefore it is impossible to issue an IP for two. To register one business for several people, you need to create an LLC. IP attracts with lower costs and ease of doing business, so entrepreneurs seek to simplify their activities in this way.
Joint business options
There are several possibilities for organizing a joint business. Each direction is distinguished by its strong and weak features and design features.
IP for one of the partners
Subject to the trust of both parties, IP can only be opened for one partner. This informal partnership has certain advantages:
- IP registration is very fast and simple: this form of business requires a minimum package of documents;
- registration of IP is beneficial in terms of taxes: for example, you do not need to pay property tax;
- simplified bookkeeping: an individual entrepreneur is not required to open a bank account;
- the second partner can get a job officially;
- two people are invested in one business, that is, each of them bears less expenses;
- no authorized capital is required;
- this option is attractive if one of the partners is a civil servant who cannot conduct business at the legislative level;
- ease of liquidation: if you need to close an IP, then it is much easier in comparison with other forms of doing business.
The main disadvantages of such an informal partnership based on trust include:
- the risk that the person who issued the IP decides to appropriate all the profits for himself - this is his official right, therefore, at the legislative level, the affected partner will not be able to do anything;
- the reverse side of the coin, possible if the business fails. Liability in this case lies with the party that issued the IP. In this situation, not only the money invested in the business and the purchased materials and equipment may suffer, but also the personal property and finances of the entrepreneur. An unscrupulous partner may not participate in covering losses, losing only the amount invested earlier;
- another unpleasant, but possible situation is the death of a partner who issued an IP. In this case, the business passes to his heirs, among whom there may not be a trusted partner.
With such trusting cooperation, a partner who is officially out of work can insure himself. This is done through the execution of a loan agreement. Thus, it will be documented that the informal partner has invested his funds. It is better to draw up a loan agreement for large investments. Smaller transactions with finances can be issued by receipts. Be sure to keep all these documents, which must be in writing - in the event of a broken trust relationship, they will help you get your money back.
Opening an IP implies choosing a taxation system among:
- UTII;
- general taxation;
- patent activity;
- unified agricultural tax.
When registering an IP for one of the partners, it is important to think over and evaluate all possible risks. It may be worth going the other way, but to protect yourself legally.
Read more about how to open an IP on your own -.
Two individual entrepreneurs and a partnership agreement
There is an option when both partners can create an IP. In this case, each of them must register separately, and then they must use the partnership agreement together. In another way, such a document is called a joint activity agreement. This option is being considered by the civil code (described in detail in article 1041).
To conclude such an agreement, both parties must be registered as an individual entrepreneur or a commercial organization. There are many benefits to this collaboration:
- the design is quite simple and takes a little time;
- it is possible to materially evaluate the contribution of each participant - such an assessment is made by agreement of the parties;
- when determining the amount of the contribution, it is possible to take into account not only property, but also business reputation, professional knowledge and skills;
- both partners are fully involved in the business;
- if the joint activity needs to be terminated, then both participants remain independent units and can continue their business separately;
- division of profits in proportion to the invested funds;
- risk protection: in case of bankruptcy, both parties will have to answer, that is, none of the partners will be able to evade responsibility.
This partnership also has some disadvantages:
- each partner needs to keep separate records, not only for individual activities, but also for joint ones;
- the need for accounting and tax accounting in two areas of activity;
- there are some nuances in accounting that are incomprehensible to beginners, as well as some taxation issues;
- the need to report on the activities of the partnership .;
- expenses increase in comparison with the costs of maintaining one individual entrepreneur: when opening two individual entrepreneurs, double taxation occurs.
It is important to know some of the nuances of drawing up a simple partnership agreement:
- such partnership is not considered a legal entity;
- it follows from the previous paragraph that the partnership is not a taxpayer. Paying taxes is the obligation of every comrade; the calculation is carried out in proportion to their shares or they provide for a different procedure in the contract or other agreement;
- the type of joint activity must be indicated in the agreement, since it is precisely this that is the purpose of concluding such a partnership;
- a simple partnership cannot be created by UTII payers, as well as the simplified tax system with the object "income" in terms of taxation;
- joint venture operations are conducted by one of the participants.
A partnership agreement between two individual entrepreneurs is the only legal option for conducting a joint business without creating a legal entity, but it is important to understand some of the intricacies of taxation and accounting.
OOO
One of the best options for a joint business is an LLC. The benefits of this partnership are clear:
- more available activities, for example, selling alcohol;
- the specifics of the constituent documents: the share of each participant must be prescribed in the authorized capital;
- the liability of each founder is limited by its share in the authorized capital;
- profit is distributed among the participants;
- legal security.
There are some downsides to choosing an LLC. The main disadvantage is the cost of opening. Registration of IP requires less funds.
Accounting for an LLC is an order of magnitude more complicated than for an individual entrepreneur. In addition, opening an LLC will require more documentation, which means more time will have to be spent. Read more about what is better and more profitable to open - IP or LLC -.
It is impossible to open an IP for two by law, but there are options for getting out of this situation. It is important to evaluate all aspects of each of the partnership options and choose the best path for yourself. In any case, it is worth considering the risks - even the strongest friendship or family can collapse, so you should always think about your financial and legal security.
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14May
Hello! In this article we will talk about the forms of joint activity of individual entrepreneurs.
Today you will learn:
- How can individual entrepreneurs unite for joint profit;
- How to draw up an agreement between the participants of the activity;
- when merging.
How can SPs merge?
There are several forms of such joint activity:
- One individual works, and several more partners work unofficially with him;
- simple partnership;
- Joint work of IP and LLC.
The first case is the most unreliable and can become a reason for disagreement among the participants in a voluntary union. One individual entrepreneur has an official status, is registered with the tax authority as a taxpayer. Other allies officially cannot participate in this IP in any way, since an individual entrepreneur, by law, includes only one individual.
It turns out that all the profit belongs to the owner of the business, and in case of any disagreement, the rest of the participants may be left with nothing.
To prevent this from happening, loan agreements are usually drawn up. Those participants who have contributed to the development of the company draw up a loan for the contributed share in relation to the IP itself. The profit received by the company is distributed among all participants in proportion to the contributions.
Most often, this form of cooperation between an individual entrepreneur and an individual occurs between close relatives. Unfamiliar faces are unlikely to decide to engage in this form of business.
At the same time, the owner of the IP is officially engaged in all the affairs of the company, he also submits reports to the tax authority. The remaining members of the union can only help in current activities.
This form of cooperation is the least common. Let's talk about other types of unions in more detail, since they are much more common in everyday life.
Create a partnership
A simple partnership is a form of association of several individual entrepreneurs. This is a beneficial cooperation that allows the parties to the agreement to pool their own resources and direct them in the right direction. Since there is more capital and property in the event of a merger, it is possible to make larger transactions that are not allowed for one individual entrepreneur.
When forming a partnership, each of the participants contributes its share to the development of the joint business.
She can act as:
- Money;
- Some property (for example, you have your own office that you want to transfer for the purposes of the partnership. This also includes cars, equipment. If you, then you also have the right to offer it to the newly-made union for profit purposes);
- Useful acquaintances (if there are influential people in your environment who can contribute to development, feel free to tell the new partnership about it);
- Skills and knowledge (do you know the algorithms for compiling accounting entries or are you well versed in vehicle repair? Then you can apply your skills for their intended purpose).
All profits that the IP association receives are distributed among the participants within the limits of their initial contributions. This means that the resulting profit is immediately divided by the number of participants.
Depending on what condition for the distribution of income will be prescribed in the agreement between the allies, the profit can be divided equally or within the agreed limits.
If the partnership for some period of time worked at a loss, then it will be distributed among the participants proportionally. That is, each partner risks his own property within the limits of his contribution.
Each member of an association consisting of several individual entrepreneurs has the right to represent the interests of the partnership. He can conduct transactions, appear in court or make purchases of goods.
IP joint activity agreement
This agreement is a simple partnership agreement, you can use it and modify it to suit your needs.
- Download contract
We open LLC
Several IPs (at least two) can. This is a more serious and responsible form of pooling your own contributions. is liable only for the property of the company. Personal real estate, vehicles, money and other property do not participate in the life of the association.
When creating an LLC, a constituent assembly of participants appears. It also accompanies the activities of society throughout the entire time of existence. Any decision is made only by such a meeting.
As a result of the meeting of all the founders, a certain decision is made, which is entered in. This document is stored in the organization and may be required for both the tax authority and banking institutions.
All possible activities of two or more individual entrepreneurs in the created society are specified in. Here the association itself is prescribed. By law, it cannot be less than 10,000 rubles. An LLC can have up to 50 members.
The work of the society is built on the common contributions of the participants. Unlike IP, and. LLC is considered the most reliable partner in transactions, and therefore it is trusted by a significant number of counterparties than individual entrepreneurs.
Opening and maintaining an LLC is a rather costly process. However, this form of association allows you to expand the boundaries of your own business and reach a higher level. It makes sense to create an LLC if there are several applicants and they are going to conduct large-scale production.
Can sole proprietors and LLCs interact?
There are frequent cases when an alliance is concluded between an individual entrepreneur and society. Let's say you are an entrepreneur on favorable terms, but you understand that running a business on your own is becoming burdensome for you.
If you have familiar founders from an LLC who can use your premises, then drawing up an agreement will be beneficial to both.
Joint activities of IP and LLC are accompanied by the conclusion of an agreement for a specific period of validity. In this case, the IP acts as a partner of the LLC and has the right to profit from joint activities. This form of cooperation will be in the nature of a simple partnership. In the considered case, the IP contributes its right to rent as a share.
The agreement between the members of the union outlines all parties to the transaction and highlights the profit of each member. Such an alliance has a beneficial effect on the development of IP. If you interact with an LLC as an individual entrepreneur, then your business will go uphill in case of favorable events.
We take into account the nuances in the agreement
In any form of joint activity of an individual entrepreneur, it is necessary to competently conclude an agreement between the participants of the union. Mandatory indication of even the most insignificant conditions will avoid difficulties in further activities and clearly delineate the scope of rights and obligations of all partners.
The agreement must include:
- The volume and content of the share of each participant (it is necessary to indicate the contribution of partners and the percentage that it makes up of the common property (future profit) of the partnership);
- A clause stating that the contributions made are joint shared property;
- Ways to cover losses by each participant;
- Contract term;
- Responsibility of the parties (you can include a line indicating that if the partnership incurs losses due to the unsuccessful actions of one of the participants, then the latter will cover the costs);
- The rights and obligations of each business partner;
- Item about respect for the property of the association.
The rights of members of an association usually include:
- Free access to the property of participants;
- Familiarization with financial statements;
- Carrying out transactions on behalf of the partnership;
- Getting income.
Reporting to the tax
If several individual entrepreneurs are combined into a simple partnership, then it is necessary to take into account in the reporting the financial flows of such a partnership and the movement of capital, affecting only a particular individual entrepreneur.
This is reflected in the income and expense ledger. It must be conducted in such a way that at the end of the reporting year it is clear which flows relate to joint activities, and which ones appear in the activities of the IP itself.
Moreover, each member of the association will have its own book. General reporting is not allowed.
This is important for a possible audit from the tax authorities. If there are any inaccuracies or discrepancies in the book, you will need to provide supporting documents. If there are none, then penalties will be applied to entrepreneurs, additional tax payable and, accordingly, penalties for late payment will be charged.
For those entrepreneurs who practice, the creation of a partnership is not allowed by law. The same applies to those who apply "Income" with a tax of 6% on profits.
Such restrictions are connected with fraud among entrepreneurs in the past. Individual entrepreneurs deliberately underestimated their own income and paid minimal taxes to the country's budget.
Paying is also important to consider. Those individual entrepreneurs that are on the simplified tax system, as a rule, do not pay VAT. However, when concluding an IP agreement with an LLC, you need to be careful.
Above, we described the case when an individual entrepreneur rents premises and is ready to enter into an agreement with an LLC. The individual entrepreneur himself should not pay VAT on rent, but when concluding an alliance, the individual entrepreneur must continue to manage the lease. Otherwise, the tax authorities may regard this fact as a sublease, for which you will have to pay VAT.
IP stands for "individual entrepreneur". According to the legislation of the Russian Federation, an individual entrepreneur is an individual registered in the manner prescribed by law and carrying out entrepreneurial activities without forming a legal entity.
Entrepreneurial activity is considered to be an activity aimed at the systematic extraction of profit. Thus, based on the meaning of the definition, we can say that IP cannot be opened for two.
An individual entrepreneur is an individual, that is, one person, and not a legal entity, not a team. What do two people who want to do business together do?
In Russia, there is an idea that registering and operating as an individual entrepreneur is easier and more profitable than creating a legal entity. However, this is not quite true. We will assume that “registering an IP for two” implies joint business. In this case, there are several options for its design. Let's consider them sequentially.
Option 1. Register one of the participants as an individual entrepreneur
In this case, only one individual will pass state registration as an individual entrepreneur. At the same time, the second person can informally invest money, participate in business management.
This is what many entrepreneurs do, believing that in this case it will be possible to save significantly on taxes, accounting, the use of cash registers, the presence of a bank account, etc. Whether such savings will really be profitable depends on many indicators - the activity of entrepreneurial activity, its types and other points.
More important issues, in terms of two-person participation in the business, are not petty savings and ease of registration, but guarantees of security and financial responsibility of the participants. In the case of registration of one individual entrepreneur, the participant who is officially registered has all the rights to the business, and in the event of a quarrel or the need for separation, problems may arise. By law, the second participant does not have any rights to a share in the business and it will not be possible to prove his participation in it.
As practice shows, this way of doing business is chosen by relatives or close friends who trust each other and are not afraid that one of them will deceive a companion. However, everything happens in life, close relatives also quarrel.
How to protect yourself in this case? The only option may be a loan agreement between partners, as individuals. That is, the contribution of an unregistered participant is confirmed documented as a loan to a registered participant.
Receipts must be kept. This will help to return the money in case the relationship deteriorates. But even such loan agreements and receipts will not be able to fully compensate for the costs of organizing business activities incurred by an unregistered participant. It should also be remembered that a business participant registered as an individual entrepreneur also bears certain risks that will not affect an unregistered participant.
For example, if the business turns out to be unprofitable, the individual entrepreneur will pay debts within ALL of your property, which will take into account real estate, car, etc. Such risks will not affect the one who participated in the business unofficially. Thus, the described way of doing business for two can be risky and unprofitable for both parties, both a registered participant and an unofficial one.
Option 2. Both participants are registered as individual entrepreneurs and conclude a simple partnership agreement with each other
A prerequisite is that both parties are individual entrepreneurs or commercial organizations. In the case of the formation of a partnership, both individual entrepreneurs determine the amount of the contribution to the common cause, including property, business reputation, professional skills and knowledge, etc. can be taken into account. The material assessment of the contribution of each participant is determined by agreement of the parties.
What are the benefits of such a combination:
- Both individual entrepreneurs are full participants in the joint business
- In case of termination of joint activities, each individual entrepreneur can act independently
- Profit from common affairs is distributed in proportion to the contribution
However, there is also minuses. Each individual entrepreneur will be required to keep separate records for independent activities and for activities within the partnership. Reporting is also carried out in two areas of activity. Without going into the details of accounting and taxation, we note that such business management can create certain difficulties, especially for inexperienced entrepreneurs who are not yet familiar with all the intricacies of tax reporting.
Option 3. Formation of an LLC
In many cases, registering an LLC will be the best option for running a joint business.
Firstly, only LLCs have the right to carry out certain types of activities (for example, the sale of alcohol).
Secondly, the registration of an LLC allows you to prescribe in the constituent documents the share of each founder in the authorized capital and the distribution of profits between them, which means that it will protect each participant from a legal point of view.
Thirdly, LLC members are responsible under the obligations of the company only within the share in the authorized capital. The procedure for registering an LLC is somewhat more complicated than registering an individual entrepreneur and includes the mandatory preparation of constituent documents and a decision to establish an LLC, it is also necessary to open a current account and make a seal. However, for participants in a joint business, such an organizational and legal form is still more attractive and safer.
Opening an LLC will not be much more expensive than registering an IP. And in an LLC, you can save on paying taxes, on a bank account, and at the same time get a safer and more solid organization.
Doing business as a sole trader is beneficial only if the entrepreneur is truly "individual", that is, operates independently at his own peril and risk.
As a conclusion
If it is supposed to conduct a business together, then it is necessary to initially correctly draw up and register it in the manner prescribed by law. This may require a little more physical investment, but it will protect each participant in the event of an unforeseen situation, such as a quarrel, a crisis, or a desire to close the case.
The business options described above each one is good in its own way. A detailed description of the pros and cons of an IP partnership or LLC is not the topic of this article, but this information should also be studied before deciding to organize your own business. In the case of an honest and fair initial organization of the business, it will be easier and more peaceful for each of its participants to work.