How to draw up a business agreement for two. Joint activities of individual entrepreneurs: contract, procedure and reporting. Can sole proprietors and LLCs interact?

IP stands for individual entrepreneur. But who is he and what is his mandate?

Everything is quite simple, an individual entrepreneur is individual, which carries out some kind of entrepreneurial activity, but does not have a legal education.

Initially in Russian Federation other concepts were also used, such as: “an entrepreneur without education legal entity or "private entrepreneur". Now one thing is enshrined in the law - IP. So, is it possible to issue an IP for two?

Why open a sole proprietorship?

The status of an individual entrepreneur has its advantages compared to registering an enterprise, for example:

• It will be easier for you to open or vice versa, close the business you have started
• All proceeds will be at your disposal
• No taxes on property to be used in business
• For IP much easier to keep a record of business activities
• Also, individuals engaged in entrepreneurial activities do not keep minutes, meetings, respectively, the decision-making process is greatly simplified
• It is possible to fully use the money earned without additional fees

IP taxes

Each entrepreneur is obliged to pay taxes to social funds, regardless of his income. Back in 2009, the payment was seven thousand rubles, in 2013 the amount rose to 35,664 rubles. This number can be reduced if you are not an employer.

Unfortunately, only one person can be selected as an individual entrepreneur. If you want two to be listed in the owner's documents, then it is best to open an LLC.

Open IP only for one participant

It is worth mentioning right away that this path is fraught with many risks, and not only for a person whose name is not included in the documents. If you want to minimize the amount of tax and enjoy the privileges of individual entrepreneurship together, then you can open an IP for only one person.

Wherein, the second participant in the business will be only an unspoken co-owner of your institution. This path is usually chosen by close relatives or best friends who have no reason to doubt each other.

However, no matter how prosaic it may sound, when it comes to profits or finding out who has invested more effort, time and money in a business, “friendship can be friendship, but money can be apart.” Therefore, a person whose rights are not legally enshrined in official papers can very easily be left with nothing if it comes to a quarrel. To prevent this, you should draw up a loan agreement between two equal individuals every time an unregistered participant invests his money in the development of your common business.

If your relationship becomes strained, the saved loan receipts will help return the money invested to the informal co-owner. Yes, this is not a panacea in case of a quarrel. this owner will not receive an honest half of the business or that part. which he claimed, but the return of material costs is at least something. Unfortunately, this is the best. what the law offers for such IP participants.

Who is responsible for the collapse of the business?

But, not everything is so smooth with a person entered as an individual entrepreneur. It is he who will be "responsible" before the law. if the business is not profitable. According to Russian law, it is the owner of the IP who is liable if the business "burns out".

And this liability is not limited to the property associated with your company, as it happens with LLC, but extends to the personal movable and immovable property of the entrepreneur. In other words, if the business turns out to be unprofitable, then it is the owner who can describe the car, apartment and other property, and the co-owner will get away with it as a person who is not indicated anywhere in the documents.

Therefore, if you choose a similar option for doing business, you must be one hundred percent sure of your partner, and preferably one hundred to ten percent. And this applies to both sides.

simple partnership agreement

The second option for doing business under these conditions is called the "Contract of Simple Partnership". This is no longer such a risky adventure as the first method and you can use it when dealing even with not the closest friend or relative without fear. The whole point of the method is that both persons register themselves as individual entrepreneurs.

And then they create and sign a “joint activity agreement”. In this agreement, the persons prescribe the rights and obligations of each of the parties, by the way, there may be more than two of them, as well as, if desired, the amount of profit and certain actions of each party. Actually, this option can be described as the creation of a company by two or more partners without opening a legal entity.

The advantages of this model seem to be obvious: the co-owners are not practically dependent on each other, the profit is divided depending on the contribution of the parties, in the event of a quarrel or conflict of interest, everyone can calmly “go their own way”. However, every cloud has a silver lining, and there are also disadvantages in this regard.

One of the biggest downsides is the two-way reporting. Each entrepreneur in such an agreement is obliged to keep records of his own actions and contributions, as well as records of actions directed and made in the partnership.

For a novice businessman, this can be a very complicating bureaucracy. Also, do not forget that in the case of a joint venture agreement, both entrepreneurs are required to pay taxes directly from each other and the amount of tax, of course, will be much higher than the amount of one individual entrepreneur.

However, this may turn out to be a "game worth the candle" for you. if insurmountable differences stand in the way of your partnership and the relationship will have to be terminated. After all, in this case, no one will lose anything, and perhaps it is worth the higher tax and more paperwork.

As you can see, registering an IP is quite easy, but only one person should act as a private entrepreneur. If necessary, you can resort to a simple partnership agreement, but still, if you want to open a common business, having one start-up capital, it is better to register an LLC.

More about a simple partnership agreement using an example construction company can be found in the video.

Currently, the joint activity of IP is becoming more common. Such cooperation has its own characteristics, which relate to the payment of taxes, reporting and drawing up a contract. A common business allows you to enlist the support of other entrepreneurs and create a powerful organization that brings good profits and has a stable position.

Forms of conducting joint activities

There are 3 forms of implementing a common business:

1. Registration of only one participant.

In this case, other persons will not have any official rights to the business. In a conflict situation, partners run the risk of being left with nothing, but there are measures to return part of the deposits. For example, you can draw up a lease or loan agreement, as a result of which it will be possible to assert that the second entrepreneur is also related to the individual entrepreneur.

2. Simple partnership.

It assumes equal rights of participants to the activities carried out and the division of profits from the common business in accordance with contributions. Moreover, the latter can be stipulated in the agreement or regarded individually.

3. Consolidation into LLC.

This is the most secure form for each participant. In addition, society with limited liability allows you to expand your business. Such a decision assumes that several persons participate in the association. The budget is then divided into shares. The volume of the latter is documented. Registration of an LLC requires the mandatory preparation of certain documents, the production of a seal and the availability of a current account. In this regard, many entrepreneurs consider opening an LLC more costly.

Specifics of the agreement

Whatever form of common business is chosen, it is necessary to conclude an agreement. The main objective of the document is to combine the capabilities of the participants, which will allow them to extract additional profits through an improved tax payment scheme. It should be noted that only commercial structures and individual entrepreneurs can be parties to the agreement.

The main condition of the document confirming the conduct of a common business is the contribution of funds to the ongoing business by all parties.

This can take the form of providing:

• money or other property.
• professional skills.
• Useful links.
• business reputation.

Moreover, the value of deposits can be determined by mutual agreement of the parties and specified in the contract. Otherwise, investments are considered equivalent. All invested funds and profits received as a result are the joint property of the partners, unless otherwise specified in the agreement or provided by applicable law.

It is best to seek the help of a lawyer to draw up a document. The specialist will provide a sample agreement on joint activities between individual entrepreneurs. If you are ready to draw up a simple partnership agreement on your own, then you can download the form in the “library of agreement forms”.

In the process of formalizing the agreement, it is necessary to clarify the distribution of income, as well as the coverage of costs and expenses. Moreover, it is important to indicate the period of validity of the document and the conditions for termination or extension, as well as the responsibility of the parties.

The distribution of profits occurs depending on the share in the common business. In addition, the contract clearly spells out the rights and obligations of the parties.

Participants must carry out:

• Making the contribution established by the agreement.
• Implementation of joint activities for the purpose of making a profit.
• Maintenance of common property in good condition.
• Performance accounting(if provided by the agreement).

Each participant in a simple partnership has the right to:

• Exploitation of partners' property.
• Access to documentation related to joint business.
• Carrying out activities on behalf of all members of the association.
• Conclusion of agreements with third parties on behalf of the parties to the agreement (if there is a power of attorney).
• Receiving a profit.

There are also cases when one of the partners violates the norms of the joint activity agreement. Then Art. 393 of the Civil Code of the Russian Federation, according to which a partner who has not fulfilled his obligation is liable to other participants in the association. That is, all the losses that the partnership has suffered through the fault of a negligent participant are covered by the latter, and are not divided among everyone.

Tax reporting

Common property and obligations in joint activities are taken into account in the manner prescribed for individual entrepreneurs on the main taxation system (OSNO). The work carried out within the framework of the association contains separate balance sheet, as specified in PBU 20/03 "Information on Participation in Joint Activities".

In the case when one of the partners or all apply the simplified tax system, they include income from general activities in the list of non-operating profit, which is taken into account when calculating the single tax fee. (Clause 1, Article 346.15, Clause 9, Article 250 and the Tax Code of the Russian Federation.

Joint activities cannot be carried out by companies that use the simplified tax system if the object of fees is profit.

For example, an enterprise with the simplified tax system under the “income minus expenses” regime pays a single tax at a rate of 15%. This company has signed an agreement with an enterprise without formation of a legal entity (PBOYuL). Part of the profit from common work, accrued in favor of the organization, is equal to 60,000 rubles. Income tax is 9,000 rubles (15% of 60,000 rubles).

With regard to maintaining a book of accounting for income and expenses (KUDiR), it is worth noting one very important point. Each entrepreneur of the association is obliged to independently maintain a book of accounting for income and expenses. In one accounting book, you need to indicate not only the income and expenses of the partnership, but also your own. Data must be entered in such a way that at the end it is clear which figures are individual and which are joint.

In the case of issuing an IP for only one of the participants, all responsibility for reporting lies with him.

Conducting a common business is a profitable deal that allows you to optimize the payment of taxes and increase the turnover of the enterprise. But we should not forget that such an association has its own specifics and pitfalls. You need to carefully monitor the workflow, as well as the work of your partners.

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 management 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 state registration as an individual entrepreneur will pass only one individual. 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 entrepreneurial activity, its types and other moments.

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

This option is described in detail in the Civil Code of the Russian Federation (Article 1041). A simple partnership agreement is also called a joint activity agreement and involves the association of two or more persons to conduct joint business or other activities without forming a legal entity.

A prerequisite is that both parties are individual entrepreneurs or commercial organizations. In the event 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. 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 the best option for 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 register 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. Detailed description 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.

A simple partnership (joint activity) is created to combine efforts and property commercial organizations and / or individual entrepreneurs (IP) to achieve a specific goal.

These goals can be:

• income generation,
• cost optimization,
• tax optimization.

The procedure for the redistribution of income between comrades (participants of the agreement) is established by the terms of this agreement.

One of the positive aspects of the joint activity agreement is the simplicity of its execution - the parties to the agreement do not create a new legal entity and, accordingly, there is no need to perform registration actions and go through many formalities.

In accordance with paragraph 1 of Article 1041 of the Civil Code of the Russian Federation, under a simple partnership agreement (agreement on joint activities), two or more persons (partners) undertake to combine their contributions and act jointly without formation of a legal entity:

• to make a profit,
• or the achievement of another purpose not contrary to the law.

note: Features of a simple partnership agreement concluded for the implementation of a joint investment activity (investment partnership), are established federal law from 28.11.2011 No. 335-FZ "On investment partnership".

When carrying out joint activities Special attention it is necessary to pay attention to the drafting of the contract, since it depends on its conditions, including:

• assessment of deposits,
• the procedure for the distribution of income received,
• the procedure for covering expenses and losses,
• decision-making process,
• etc.

In accordance with paragraph 2 of Article 1042 of the Civil Code of the Russian Federation, the parties to a simple partnership agreement concluded for the implementation entrepreneurial activity, can only be:

• individual entrepreneurs (IP)
• and/or commercial organizations.

If the purpose of the joint activity is not to make a profit, non-profit organizations and individuals can also be participants in a simple partnership agreement.

The article will consider the features of tax accounting for income and expenses associated with the implementation of business operations within the framework of joint activities.

Contributions of participants to joint activities

The contribution of a comrade is recognized as everything that he contributes to the common cause, including:

• money and other property
• professional and other knowledge, skills and abilities,
• business reputation and business connections.

Unless otherwise stipulated in the agreement on joint activity or does not follow from the actual circumstances, the contributions of partners are assumed (clause 2 of article 1042 of the Civil Code of the Russian Federation):

• equal by cost.

Monetary valuation of a friend's contribution is made by agreement between comrades.

In accordance with subparagraph 4, paragraph 3, article 39 of the Tax Code of the Russian Federation, for the purposes of tax accounting, the transfer of property is not recognized as the sale of goods, works or services if such transfer is investment character, in particular:

• contributions to the authorized (share) capital business companies and partnerships
• contributions under a simple partnership agreement (agreement on joint activities),
• contributions under an investment partnership agreement,
• share contributions to mutual funds of cooperatives.

Contributions of partners for VAT purposes.

In accordance with paragraph 1 of paragraph 2 of Article 146 of the Tax Code of the Russian Federation, the operations specified in paragraph 3 of Article 39 of the Tax Code of the Russian Federation are not recognized as an object of VAT taxation.

According to subparagraph 1 of paragraph 3 of article 170 of the Tax Code of the Russian Federation, the amounts of VAT accepted for deduction by the taxpayer on goods (work, services), including fixed assets and intangible assets, property rights in the manner prescribed by this chapter, are subject to restoration by the taxpayer in cases of transfer:

• property,
• property rights

as a contribution to the authorized (share) capital:

• business companies and partnerships,
• contribution under an investment partnership agreement,
• or share contributions to share funds of cooperatives,
• as well as transfers real estate to replenish the target capital non-profit organization in the manner prescribed by Federal Law No. 275-FZ of December 30, 2006 “On the Procedure for the Formation and Use of Target Capital of Non-Commercial Organizations”.

At the same time, in accordance with clause 11 of article 171 of the Tax Code of the Russian Federation, deductions from a taxpayer who received as a contribution to authorized capital:

• property,
• property rights,

VAT amounts are subject to have been restored shareholder (participant, shareholder) in the manner prescribed by paragraph 3 of article 170 of the Tax Code of the Russian Federation, if they are used to carry out transactions that are recognized as objects of taxation in accordance with Chapter 21 of the Tax Code of the Russian Federation.

Thus, the norms of the Tax Code of the Russian Federation do not install for a taxpayer who has entered into a simple partnership agreement, the obligations for VAT recovery, previously presented for deduction, when making contributions to a joint activity.

A similar position is held by the Supreme Arbitration Court of the Russian Federation and representatives of the Federal Tax Service.

So, in accordance with the provisions of the Letter of the Federal Tax Service of the Russian Federation dated 12.08.2011 No. №CA-4-7/ [email protected]"On the direction of the review of decisions of the Presidium of the Supreme Arbitration Court of the Russian Federation on tax disputes":

“Clause 5 of the Code does not establish for a taxpayer who has entered into a joint activity agreement (simple partnership agreement) the obligation to restore the tax previously presented for deduction upon the acquisition of unfinished real estate objects in connection with the subsequent transfer of these objects as a contribution under a partnership agreement.

The provisions of Articles 39 and 146 of the Code are inapplicable to the situation under consideration in terms of resolving the issue of the existence of an obligation to restore value added tax and the provisions of Articles 39 and 146 of the Code, since the circle of persons who are entrusted with the obligation to restore a tax previously declared deductible is established by Article 170 of the Code and is not subject to broad interpretation .

The fact that, according to paragraph 3 of Article 39 of the Code, contributions under a simple partnership agreement are not recognized as sales, only indicates that such a transfer does not form an object of value added tax. At the same time, operations carried out under a simple partnership agreement are recognized as an object of value added tax in accordance with Chapter 21 of the Code, and the calculation and payment of this tax, including the application of tax deductions, is carried out by a participant in the partnership in the manner prescribed by Article 174.1 of the Code.

This conclusion is formulated in the Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation of June 22, 2010 No. 2196/10.

Contributions of associates for income tax purposes.

In accordance with paragraph 1 of article 278 of the Tax Code of the Russian Federation, for the purposes of income tax not recognized as an implementation goods (works, services) transfer by taxpayers of property, including property rights, as contributions of participants in simple partnerships.

According to clause 3 of article 270 of the Tax Code of the Russian Federation, when determining the tax base, expenses in the form of:

• contributions to the authorized (share) capital,
• contribution to a simple partnership,
• contribution to an investment partnership.

Common property of partners. Property tax

In accordance with Article 1044 of the Civil Code of the Russian Federation, the following are recognized as common shared property of partners *:

• property contributed by comrades (belonging to them by right of ownership),
• products produced as a result of joint activities,
• the fruits and incomes derived from such activities.

* Unless otherwise provided by law or a simple partnership agreement, or follows from the nature of the obligation.

The property contributed by the comrades, which they possessed on grounds other than the right of ownership, is used in the interests of all the comrades and constitutes, along with the property in their common ownership, common property comrades.

In accordance with clause 1 of article 377 of the Tax Code of the Russian Federation,

The tax base under a simple partnership agreement (agreement on joint activities) is determined by:

• based on the residual value of the property recognized as an object of taxation, contributed by the taxpayer under a simple partnership agreement,

• and also on the basis of the residual value of other property recognized as an object of taxation, acquired, created in the course of joint activities, constituting the common property of partners, accounted for on a separate balance sheet of a partnership by a participant in a partnership agreement conducting common business.

Each participant in a simple partnership agreement independently calculates and pays tax in respect of property recognized as an object of taxation, transferred by him to joint activities.

With regard to property acquired, created in the course of joint activities, the calculation and payment of tax are made by the participants in the partnership agreement proportionately the value of their contribution to the common cause.

A person who keeps records of the common property of partners, obliged inform no later than the 20th of the month following the reporting period*, to each taxpayer that is a party to a simple partnership agreement:

• information on the residual value of the property constituting the common property of the partners on the 1st day of each month of the relevant reporting period and on the share of each participant in the common property of the partners.

At the same time, the person keeping records of the common property of the comrades shall provide the information necessary to determine the tax base.

*In accordance with paragraph 2 of Article 379 of the Tax Code of the Russian Federation, reporting periods for property tax are:

• first quarter,
• semester,
• nine month

calendar year.

In the event that one of the participants in the simple partnership agreement has a property tax benefit, then this benefit applies only to this participant (Letter of the Ministry of Finance of September 16, 2004 No. 03-06-01-04 / 33).

VAT on transactions under a joint venture agreement

According to subparagraph 1 of paragraph 1 of article 146 of the Tax Code of the Russian Federation, the following are recognized as the object of VAT taxation:

• sale of goods (works, services) on the territory of the Russian Federation, including the sale of collateral,
• transfer of goods (results of work performed, provision of services) under an agreement on the provision of compensation or innovation,
• transfer of property rights.

For the purposes of Chapter 21 of the Tax Code of the Russian Federation:

• transfer of ownership of goods,
• performance of work,
• service,

on a gratuitous basis is recognized as the sale of goods (works, services).

Features of the calculation and payment to the budget of VAT when carrying out operations in accordance with a simple partnership agreement (agreement on joint activities), an investment partnership agreement, are regulated by the provisions of Article 174.1 of the Tax Code of the Russian Federation.

According to paragraph 1 of Article 174.1 of the Tax Code of the Russian Federation, 1. for the purposes of Chapter 21, general accounting of transactions subject to VAT in accordance with Article 146 of the Tax Code of the Russian Federation is assigned to the participant of the partnership, which is Russian organization or IP.

When performing operations in accordance with a simple partnership agreement (agreement on joint activities), an investment partnership agreement, a participant in the partnership is charged taxpayer's obligations* established by Chapter 21 of the Tax Code of the Russian Federation.

*Taxpayers, not being VAT payers (for example, those applying the simplified taxation system) must perform the duties of a VAT payer when performing operations in accordance with a joint activity agreement. In accordance with paragraph 2 of article 346 of the Tax Code of the Russian Federation, organizations using the simplified tax system are not recognized as VAT taxpayers, with the exception of VAT paid in accordance with Article 174.1 of the Tax Code of the Russian Federation.

Profit tax when carrying out the activities of a simple partnership

As mentioned above, the conclusion of a joint activity agreement does not lead to the formation of a legal entity.

Accordingly, the obligation to pay income tax is borne by each partner independently in proportion to his share in the common property of the partnership.

This is due to the provisions of 19 of the Tax Code of the Russian Federation, according to which taxpayers and payers of fees are organizations and individuals who, in accordance with the Tax Code of the Russian Federation, are obliged to pay taxes and (or) fees, respectively.

Also, according to Article 249 of the Tax Code of the Russian Federation, each participant in shared ownership is obliged, in proportion to his share, to participate in the payment of taxes, fees and other payments on common property, as well as in the costs of maintaining and preserving it.

For determining financial result from joint activities - the amount of profit (loss) received, it is necessary to organize the maintenance of tax accounting for the income and expenses of the partnership.

The received profit is subject to distribution among the participants of the joint activity (before taxation).

The procedure and methodology for tax accounting must be developed and fixed in the accounting policy for tax purposes.

In accordance with the provisions of Article 1046 of the Tax Code of the Russian Federation, the procedure for covering expenses and losses associated with the joint activities of partners is determined by their agreement. In the absence of such an agreement, each partner shall bear the costs and losses in proportion to the value of his contribution to the common cause.

Moreover, an agreement that completely exempts any of the comrades from participating in covering common expenses or losses is void.

In the case when the expenses of partners relate both to joint activities and to activities carried out outside the framework of a simple partnership, such expenses can be partially taken into account in the expenses of the partnership for tax accounting purposes.

Such clarifications were given by the Ministry of Finance in its Letter dated 05.28.2013 No. No. 03-03-06/2/19346:

“Thus, if any expenses of the comrades are simultaneously:

• as to the activities of a simple partnership,
• and to independent activity outside the simple partnership agreement,

then they may be taken into account in the expenses of the partnership for tax purposes, taking into account the requirements of Article 252 of the Code in the share established by the agreement simple partnership, provided that the procedure for determining this share is based on economically justified indicators, reflecting the extent to which such expenses are related to activities within the framework of a simple partnership.

Accounting for income and expenses from joint activities for the purposes of tax accounting for income tax must be carried out in accordance with the provisions of Chapter 25 of the Tax Code, even if organizations applying special tax regimes participate in the joint activity agreement.

The Ministry of Finance gave such explanations more than once in its Letters. Including, in a letter dated May 30, 2012. No. 03-11-06/2/73:

“In accordance with paragraph 1 of Art. 346.15 and paragraph 9 of Art. 250 of the Code, organizations applying the simplified taxation system, when determining the object of taxation, non-operating income received in the form of income distributed in favor of the taxpayer when he participates in a simple partnership, is taken into account in the manner prescribed by Art. 278 of the Code.

In this regard, when merging organizations into a simple partnership, including organizations applying the simplified taxation system, accounting for common property, obligations and business operations of a simple partnership should be carried out in the manner prescribed for taxpayers applying general tax regime.»

In addition, in the same Letter (dated May 30, 2012 No. 03-11-06 / 2/73), the department indicates that if a company applies the simplified tax system with the object of taxation "income" and at the same time concludes an agreement on joint activities, then it loses the right to apply the USN:

“In accordance with paragraph 3 of Article 346.14 of the Code, taxpayers who are parties to a simple partnership agreement (agreement on joint activities) or an agreement trust management property, are obliged to apply as an object of taxation income reduced by the amount of expenses.

Taking into account the above, in the event that a taxpayer applying the simplified taxation system with the object of taxation in the form of income became a participant in a joint activity agreement during the tax period, then he, on the basis of the provisions of clause 4.1 of Article 346.13 of the Code, is considered to have lost the right to apply the specified special tax regime from the beginning of the quarter in which the specified discrepancy is allowed.

Paragraph 7 of Article 346.13 of the Code establishes that a taxpayer who has switched from a simplified taxation system to another taxation regime has the right to switch back to a simplified taxation system not earlier than one year later after he lost the right to apply the simplified taxation system.

Features of determining the tax base for income received by participants in a simple partnership agreement are established by the provisions of Article 278 of the Tax Code of the Russian Federation.

According to paragraph 2 of Article 278 of the Tax Code of the Russian Federation, if at least one of the participants in the partnership is a Russian organization or an individual who is a tax resident of the Russian Federation, keeping records of income and expenses of such a partnership for tax purposes should be carried out:

• Russian participant regardless of who is in charge of the business partnership in accordance with the agreement.

A participant in a partnership that records the income and expenses of this partnership for tax purposes must:

• Define cumulative total based on the results of each reporting (tax) period profit of each participant partnerships in proportion to the share of the relevant participant, established by the agreements, in the profit of the partnership received for the period from the activities of all participants within the partnership.

• On a quarterly basis, before the 15th day of the month following the reporting (tax) period, inform each participant of this partnership about the amounts due (distributed) of income.

Income received from participation in a partnership includes:

• part non-operating income taxpayers - participants in the partnership and are subject to taxation in the manner prescribed by Chapter 25 of the Tax Code of the Russian Federation.

After each participant has received his share of the profit, he reflects it in the tax accounting registers in accordance with the taxation system that he applies.

So, a friend applying the simplified tax system, income from participation in joint activities is recognized on the date of actual receipt Money in accordance with clause 1 of article 346.17 of the Tax Code of the Russian Federation.

Partners applying OSNO take into account income from joint activities as part of non-operating income.

According to paragraph 9 of Article 250 of the Tax Code of the Russian Federation, non-operating income, in particular, recognizes income distributed in favor of the taxpayer when he participates in a simple partnership, accounted for in the manner prescribed by Article 278 of the Tax Code of the Russian Federation.

Comrades applying the USN are guided by the provisions of paragraph 1 of Article 346.15 of the Tax Code of the Russian Federation:

• when determining the object of taxation, non-operating income is taken into account, determined in accordance with Article 250 of the Tax Code of the Russian Federation.

According to paragraph 4 of article 278 of the Tax Code of the Russian Federation, the losses of the partnership not distributed between its members and not taken into account them when taxed.

Upon termination of the agreement of a simple partnership, its participants in the distribution of income from the activities of the partnership do not correct the income previously taken into account by them in taxation on the income actually received by them in the distribution of income from the activities of the partnership.

Upon termination of a simple partnership agreement and the return of property to the participants in this agreement negative difference between the valuation of the returned property and the valuation at which this property was previously transferred under a simple partnership agreement, not recognized as a loss for tax purposes.