Rules for conducting joint business. How to organize a joint business? How can SPs merge?

25.04.2020

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 education. 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 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 partnership agreement. joint activities 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 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. 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.

"Accounting in publishing and printing", 2010, N 3

To develop their business, owners often decide to create a new legal entity, but there are other opportunities for expanding activities, such as joint activities or a simple partnership agreement. Its application allows legal entities to act together to achieve a common goal without the formation of a new legal entity. This form of cooperation is very attractive from the standpoint of civil law. However, the application of this method requires special care due to the insufficient regulation of the legislation regarding the taxation of the activities of a simple partnership.

Let us consider the main issues related to the taxation of a simple partnership and the difference from the taxation of the activities of a separate legal entity.

We note right away that since a foreign organization can also be a participant in a simple partnership agreement, one should always keep in mind the need to apply the norms of international treaties of the Russian Federation (if any) with the relevant states in the field of taxation, since such agreements may provide for norms that differ from norms tax code RF (NK RF).

In this case, it is the norms of international treaties that are subject to application by virtue of such an indication in the Constitution of the Russian Federation and in the Tax Code of the Russian Federation.

The taxation of a newly created legal entity does not raise any special questions, however, we will dwell on its individual points before considering the procedure for taxing joint activities.

Taxation when carrying out activities through a newly created legal entity. So, in the case of organizing a joint business by two legal entities through the establishment of a new legal entity, a new subject of civil and tax legal relations arises. For the purposes of taxation, a new legal entity will be a new separate taxpayer in accordance with the norms of the Tax Code of the Russian Federation for the relevant taxes (tax regimes).

By default, a newly formed legal entity is on the general taxation system and pays the corresponding taxes in general order if there is an object of taxation and a tax base, in particular income tax, value added tax, property tax, transport tax, other taxes if there is an object of taxation; personal income tax (as a tax agent).

In view of the abolition of the unified social tax from 01.01.2010, a legal entity is also a payer of insurance premiums to the Pension Fund, the Social Insurance Fund, the Federal Compulsory Medical Insurance Fund and the territorial compulsory medical insurance funds of the Russian Federation.

The Tax Code of the Russian Federation provides for the possibility of applying special tax regimes. One of these regimes is the simplified taxation system (Chapter 26.2 of the Tax Code of the Russian Federation). The transition to it is made on a voluntary basis at the discretion of the taxpayer (clause 1 of article 346.11 of the Tax Code of the Russian Federation), but subject to its compliance with a number of established criteria (article 346.12 of the Tax Code of the Russian Federation).

In addition, taxpayers applying this regime are subject to restrictions on the amount of income, namely the maximum amount of income within which the taxpayer has the right to apply the simplified taxation system (from 01.01. in the amount of 60 million rubles, indexation of the specified amount is not provided).

The application of the simplified taxation system (clause 2 of article 364.11 of the Tax Code of the Russian Federation) provides for the release of the organization from the obligation to pay:

corporate income tax (with the exception of tax paid on income taxed at the tax rates provided for in paragraphs 3 and 4 of article 284 of the Tax Code of the Russian Federation; these rules apply to dividends, as well as income received from transactions with certain types debt obligations);
corporate property tax.

Organizations that apply the simplified taxation system are not recognized as VAT payers, with the exception of the tax payable in accordance with the Tax Code of the Russian Federation when goods are imported into the customs territory of the Russian Federation, as well as the tax paid in accordance with Art. 174.1 of the Tax Code of the Russian Federation (i.e. in relation to activities carried out under a simple partnership agreement).

It should also be noted that in view of the abolition of the unified social tax from 01.01.2010 and the introduction of insurance premiums, organizations applying the simplified tax system pay insurance premiums in full (before that, only mandatory pension insurance contributions were paid). At the same time, the rate of such contributions for 2010 is 14% and will increase in 2011 to 34%.

The simplified taxation system provides for two options for the object of taxation (clause 1 of article 346.14 of the Tax Code of the Russian Federation):

income (tax rate - 6%);
income reduced by the amount of expenses (tax rate - 15%).

Thus, if the income of the newly formed organization is planned within 60 million rubles. per year, you can consider the possibility of applying the simplified tax system from the standpoint of expediency.

So, when applying the simplified tax system, an organization instead of income tax (20% rate, except for tax on dividends and transactions with certain types of debt obligations), property tax (the rate may vary by region within 2.2% of the average annual value of property) and VAT pays a single tax at a rate of 6% or 15%, depending on the selected object.

If an organization on the simplified tax system receives dividends or income from transactions with certain types of debt obligations, income tax is payable on such income at the rates established respectively by paragraphs 3 and 4 of Art. 284 of the Tax Code of the Russian Federation.

When deciding on the choice of the simplified tax system or the general taxation system, as well as the object of taxation in terms of the simplified tax system, it is necessary to take into account all restrictions, correlate planned income and expenses. In addition, it is also advisable to take into account the fact that, unlike the general taxation system (in terms of income tax), the simplified tax system provides for a closed list of expenses, which in practice often does not allow taxpayers on the simplified tax system with the object "income minus expenses" to take into account some expenses.

When distributing profits received from entrepreneurial activities by an organization between participants in the form of dividends, such incomes are subject to income tax at the tax agent (i.e. at the source of payment) in the general manner, both if the tax agent applies the general taxation system, and in case of using the USN.

Thus, when distributing profits (after paying the relevant taxes) in the form of dividends, participants will receive dividends minus a withheld income tax of 9% - for Russian organizations and 15% - for foreign organizations (in the absence of an international agreement; if there is one, it is necessary to be guided by the norms of such an agreement, the rate may differ).

It should be noted that international treaties with many states provide for reduced income tax rates for dividends, but often the rates are made dependent on the share of participation. foreign organization in the authorized capital of the company paying dividends. Therefore, at the stage of establishing a new legal entity with the participation of a foreign organization, it is advisable to take into account the norms of an international treaty, if any.

In addition, the procedure for taxation of dividends paid to a foreign organization may depend on whether it has a permanent establishment. If there is no such representative office, then the tax is withheld at the source of payment (by the paying organization), otherwise the representative office (subject to the transfer of dividends to it) must independently fulfill its obligations as a taxpayer.

Taxation in the implementation of joint activities. So, under a simple partnership agreement, two or more persons (comrades) undertake to combine their contributions and act jointly without forming a legal entity to make a profit or achieve another goal that does not contradict the law (Article 1041 of the Civil Code of the Russian Federation). At the same time, only individual entrepreneurs and (or) commercial organizations can be parties to a simple partnership agreement concluded for the implementation of entrepreneurial activities.

The Tax Code of the Russian Federation contains a number of special rules providing for a special procedure for taxing transactions carried out under a simple partnership agreement. Let us consider such features in terms of individual taxes.

Features of the application of VAT. Features are provided for in Art. 174.1 of the Tax Code of the Russian Federation. Maintaining a general record of transactions subject to taxation is entrusted to the participant of the partnership, which is a Russian organization or an individual entrepreneur (hereinafter referred to as the participant of the partnership). Since a simple partnership is not recognized as a legal entity, the obligations of the taxpayer are assigned to the participant in the partnership.

It is advisable to assign such an obligation to a comrade in charge of general affairs and accounting, since it will be easier for him to organize accounting for the purpose of calculating VAT without duplicating functions.

Given that one of the participants in a joint activity may be a foreign organization, we note once again that the duties of a taxpayer and accounting for transactions are assigned to a Russian entity. A foreign organization cannot perform these duties.

A participant in a partnership, who is entrusted with the taxpayer's obligations in relation to operations on joint activities, is obliged to issue invoices in the generally established manner when selling goods (works, services), transferring property rights within the framework of activities under a simple partnership agreement.

A tax deduction under a simple partnership agreement is granted only to a partnership participant if there are invoices issued by sellers to this person (partner) in the generally established manner.

So, a participant acting as a taxpayer in relation to joint venture operations is obliged in the general manner to calculate the tax base for taxable operations by issuing invoices and deducting the VAT presented to him. Once again, it should be emphasized that invoices must be issued in the name of this participant in order to make a deduction. Otherwise, neither he nor other comrades will be able to accept the specified VAT for deduction. This must be taken into account when organizing the activities of a simple partnership and concluding contracts by partners as part of its implementation.

An important condition for the acceptance of VAT for deduction by a participant in a partnership is that he maintains separate accounting goods (works, services), property rights used in carrying out operations in accordance with a simple partnership agreement and used by it in carrying out other activities. Of course, the participant must also ensure the maintenance of separate accounting in the sense of Art. 170 of the Tax Code of the Russian Federation.

Since the responsibility for keeping records of transactions for the purpose of calculating VAT is assigned to one of the partners, such a partner must also submit a VAT return. Features of declaring operations related to the implementation of a simple partnership agreement, neither the Tax Code of the Russian Federation, nor others regulations do not provide. clarification tax authorities and the Ministry of Finance of Russia on this issue are absent. In view of the foregoing, the author believes that the participant of the partnership declares such operations in his ordinary declaration in the general manner, he also pays the amount of tax.

Features of the application of income tax. Features are provided for in Art. 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, the accounting of income and expenses of such a partnership for tax purposes must be carried out by the Russian participant (hereinafter referred to as the participant in the partnership), regardless of who is entrusted with conducting business of the partnership in in accordance with the agreement (clause 2, article 278 of the Tax Code of the Russian Federation).

However, the direct payment of the tax, in contrast to VAT, is carried out by each comrade (clause 3, article 278 of the Tax Code of the Russian Federation). This is implemented as follows.

A participant in the partnership determines on an accrual basis, based on the results of each reporting (tax) period, the profit of each participant in the partnership in the profit of the partnership received for the reporting (tax) period from the activities of all participants within the partnership. The calculation is carried out in proportion to the share of the relevant participant in the partnership, established by the agreements. On the amounts of income due to each partner, the participant of the partnership quarterly, before the 15th day of the month following the reporting (tax) period, informs each partner.

Each partner - taxpayer includes income received from participation in the partnership as part of his non-operating income, and such income is subject to taxation in the general manner (clause 4 of article 278 of the Tax Code of the Russian Federation).

It should be noted that Art. 278 of the Tax Code of the Russian Federation does not contain a clear definition of the concept of "income" of a participant in a simple partnership. However, based on the systematic interpretation of these rules, it can be concluded that such income includes only profit received as part of the execution of a simple partnership agreement, distributed by a partnership participant who keeps records of income and expenses. This conclusion is confirmed and judicial practice(for example, the Resolution of the Federal Antimonopoly Service of the North-Western District of March 7, 2007 in case N A42-7084 / 2005, the Far Eastern District of June 6, 2007 N F03-A59 / 07-2 / 2080).

In relation to income from joint activities, taxpayers-comrades pay only quarterly payments (clause 3 of article 286 of the Tax Code of the Russian Federation), i.e. monthly advance payments from such amounts are not paid. The procedure for filling out the declaration for this case has not been regulated, therefore it seems necessary to calculate monthly advance payments and indicate them in the declaration based on the tax minus the amount of income tax payable on income from a simple partnership agreement.

For comrades, there is also a restriction on the use of the cash method. According to paragraph 4 of Art. 273 of the Tax Code of the Russian Federation, when concluding a simple partnership agreement, the participants in these agreements that determine income and expenses on a cash basis are required to switch to determining income and expenses on an accrual basis from the beginning of the tax period in which such an agreement was concluded.

A significant disadvantage of carrying out activities under a simple partnership agreement is the inability to take into account the losses of the partnership. According to paragraph 4 of Art. 278 of the Tax Code of the Russian Federation, such losses are not distributed among its participants and are not taken into account when taxing them. That is, if a legal entity that is on the general taxation system or the simplified tax system has the right to transfer the loss received in tax accounting to the future and reduce the profits of future tax periods for ten years (Article 283 of the Tax Code of the Russian Federation, clause 7 of Article 346.18 Tax Code of the Russian Federation), comrades do not have such a right.

It should also be noted that upon termination of a simple partnership agreement, its participants, when distributing income from the activities of the partnership, do not adjust the income they previously accounted for in taxation by the income actually received by them during the distribution of income from the activities of the partnership (clause 5, article 278 of the Tax Code of the Russian Federation). In essence, this means that the income tax in this case is not adjusted downward, which should also be attributed to shortcomings.

It should be noted that upon termination of the simple partnership agreement and the return of property to the participants in this agreement, the negative difference between the valuation of the returned property and the valuation at which this property was previously transferred under the simple partnership agreement is not recognized as a loss for tax purposes (clause 6 of article 278 Tax Code of the Russian Federation).

So, when a new legal entity is established, profit is distributed among the participants after paying income tax (rate of 20%) or "simplified tax" (6 or 15%), and income tax is additionally withheld from dividends (9% - for Russian organizations and a maximum 15% - for foreign organizations), and in the performance of a simple partnership agreement, the profit distributed between the participants is subject to income tax (rate of 20%) only once.

In terms of income tax, there are such controversial issues as accounting for expenses in the form of depreciation amounts for a fixed asset transferred to a simple partnership, and the obligation to keep separate records of income (expenses) from joint activities.

In particular, on the issue of depreciation of the UMNS of Russia for the city of Moscow, in the Letter of December 15, 2003 N 23-10 / 2 / 69744, the following explanations were given: for a fixed asset transferred for use in the activities of a simple partnership, depreciation, which is calculated according to the rules Art. Art. 258 - 259 of the Tax Code of the Russian Federation, is subject to accounting as expenses that reduce the income received by a simple partnership. This position in terms of the norms of Art. 278 of the Tax Code of the Russian Federation seems to be quite reasonable.

Nevertheless, the Federal Antimonopoly Service of the West Siberian District, in its Decree of December 7, 2006 N F04-8138 / 2006 (29022-A75-14), indicated that property transferred under a joint activity agreement is not excluded from the taxpayer's depreciable property. Depreciation expenses on property, plant and equipment transferred to joint activities were recognized as legitimate. However, this conclusion from the standpoint of the norms of Art. 278 of the Tax Code of the Russian Federation seems to be extremely controversial.

On the issue of maintaining separate accounting for income and expenses, in the Decree of the FAS of the Far Eastern District dated June 13, 2006 N F03-A37 / 06-2 / 814, the court indicated that in the absence of separate accounting for income and expenses from ordinary and joint activities, as well as confirmation by the company of the impossibility of recovery separate accounting of these operations, all proceeds and all expenses are included in the taxable base for the company's income tax.

Considering that a foreign organization can be a partner, we should once again recall the need to apply the rules of an international treaty in the field of taxation. Consider possible options taxation of profits of a foreign organization.

1. In the absence of an international agreement It is necessary to be guided by the norms of the Tax Code of the Russian Federation. At the same time, the income of a foreign organization from participation in a simple partnership agreement is subject to taxation in the territory of the Russian Federation. This type of income in accordance with Art. 309 of the Tax Code of the Russian Federation is subject to taxation at the source of payment, i.e. the paying organization acts as a tax agent and withholds income tax on these amounts at a rate of 20%. If a foreign organization has a permanent establishment and income is transferred to it, it must fulfill this obligation on its own. Similar clarifications were given by the Federal Tax Service of Russia for Moscow in Letter No. 20-12/105732 dated November 30, 2006.

2. In the presence of an international agreement. In this situation, much depends on whether the foreign organization has a representative office in the territory of the Russian Federation or not. As a rule, the norms of international treaties provide that business profits are taxed in the country of the recipient of the profits if the organization does not have a permanent establishment. If a permanent establishment arises, then the tax in respect of the profits of such a representative office is paid by it independently on the territory of the Russian Federation.

The issues of the emergence of a permanent establishment and the procedure for paying income tax must be considered taking into account the norms of a specific international treaty.

Features of the application of property tax. Features are provided for in Art. 377 of the Tax Code of the Russian Federation. The object of taxation for Russian organizations is recognized, among other things, property contributed to joint activities, accounted for on the balance sheet as fixed assets (clause 1, article 377 of the Tax Code of the Russian Federation). The tax base, as in the general case, is determined on the basis of data on the residual value of fixed assets according to accounting data (clause 1, article 374 of the Tax Code of the Russian Federation).

According to the provisions of art. 377 of the Tax Code of the Russian Federation, as in relation to income tax, comrades independently pay property tax in relation to their property. This is done in the following way.

The person keeping records of the common property of partners shall notify, no later than the 20th day of the month following the reporting period, to each taxpayer that is a participant in a simple partnership agreement, information on the residual value of the property constituting the common property of partners, on the 1st day of each month of the corresponding reporting period and about the share of each participant in the common property of the comrades. 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.

Each partner calculates and pays tax in respect of property transferred by him to joint activities. With regard to property acquired and (or) created in the course of joint activities, the calculation and payment of tax are made by the participants in a simple partnership agreement in proportion to the value of their contribution to the common cause (clause 1, article 377 of the Tax Code of the Russian Federation).

Once again, it should be noted that the property tax rate can vary by region within 2.2%.

Since a foreign organization can be a participant in a simple partnership agreement, it must be borne in mind that foreign organizations are recognized as payers of corporate property tax in cases where they have property recognized as an object of taxation (clause 1, article 373 of the Tax Code of the Russian Federation). Such property includes (clauses 2 and 3 of article 374 of the Tax Code of the Russian Federation):

movable and real estate relating to fixed assets, property received under a concession agreement (for foreign organizations operating in the Russian Federation through permanent representative offices); the tax is calculated in the general manner, the organization maintains accounting records of fixed assets in accordance with the norms of the Russian Federation;
real estate located on the territory of the Russian Federation and owned by foreign organizations and real estate received under a concession agreement (for foreign organizations that do not operate in the Russian Federation through permanent representative offices); in this case, the tax base is determined as the inventory value of real estate objects according to the technical inventory authorities; to determine it, data as of January 1 of the year that is the tax period are used (clause 2 of article 375, clause 5 of article 376 of the Tax Code of the Russian Federation).

The activities of a foreign organization will lead to the formation of a permanent representative office in Russia if it has the features listed in Art. 306 of the Tax Code of the Russian Federation (clause 2 of article 373 of the Tax Code of the Russian Federation), unless otherwise provided by international treaties. It should be recalled that this article establishes the criteria for a permanent establishment for the purpose of paying income tax.

At the same time, the fact that a foreign organization concludes a simple partnership agreement or another agreement involving joint activities of its parties (participants), carried out in whole or in part on the territory of the Russian Federation, cannot in itself be considered for this organization as leading to the formation of a permanent representative office in the Russian Federation. 6 article 306 of the Tax Code of the Russian Federation).

Other issues of taxation. A partner applying a simplified taxation system should keep the following in mind.

Persons applying the simplified tax system and entering into a simple partnership agreement have the right to use only the object of taxation "income minus expenses" (clause 3 of article 346.14 of the Tax Code of the Russian Federation).

Since the partnership is not a legal entity, it is not a taxpayer, however, this does not exempt the partnership from tax accounting for its business operations, property, income and expenses. Such accounting, according to the explanations of the tax authorities and the Ministry of Finance of Russia, should be carried out in accordance with the general taxation regime according to the rules of Ch. 25 of the Tax Code of the Russian Federation (Letters of the Ministry of Finance of Russia of December 22, 2006 N 03-11-05 / 282, of July 19, 2006 N 03-11-04 / 2/145, the Federal Tax Service of Russia for Moscow of February 14, 2006 N 18-11 / 3/11634).

At the same time, the partnership itself does not pay corporate income tax. Within the framework of a partnership, only the financial result from joint activities (profit or loss) is determined, which is then distributed among the partners and taxed for each partner in accordance with the taxation system applied by him.

It should be recalled that VAT must be paid on the sale of goods, works and services within the framework of joint activities. This is expressly stated in Art. 174.1 of the Tax Code of the Russian Federation, as well as paragraph 2 of Art. 346.11 of the Tax Code of the Russian Federation.

Since (as mentioned above) the list of expenses when applying the simplified tax system is closed, the application of a simple partnership agreement, in fact, allows partners using the simplified tax system to take into account all the costs provided for in Ch. 25 of the Tax Code of the Russian Federation (in terms of operations under a simple partnership agreement).

Tax payers under the simplified tax system take into account the income received from participation in a simple partnership on the basis of paragraph 1 of Art. 346.15, paragraph 9 of Art. 250 of the Tax Code of the Russian Federation. Such income represents the profit of a participant in a joint activity, which is distributed in his favor based on the results of the partnership. Its value is determined by the comrade conducting common affairs, and quarterly informs each comrade about it (clause 3 of article 278 of the Tax Code of the Russian Federation).

Such income represents the "net" income of the taxpayer, i.e. already reduced by the amount of expenses in the framework of the joint activity. Thus, taxpayers using the simplified tax system receive certain benefits from participating in a simple partnership agreement. It is easier for them to comply with the income limit, above which the right to use the simplified tax system is lost. After all, income from joint activities is recognized on the day of receipt Money to bank accounts (cash) or on the day of receipt of other property (works, services) or property rights (clause 1 of article 346.17 of the Tax Code of the Russian Federation).

You should also pay attention to the following: if fixed assets and (or) intangible assets are transferred to joint activities before three years have elapsed from the date of accounting for the costs of their acquisition, you will have to recalculate the amount of a single tax for the entire period of use of such objects (paragraph 3 of Art. 346.16 of the Tax Code of the Russian Federation), and in relation to fixed assets and intangible assets with a useful life of more than 15 years - if they were transferred before the expiration of 10 years from the date of their acquisition.

value added tax:

and when establishing a new legal entity, and when concluding a simple partnership agreement, the transfer of property as a contribution is not recognized as a sale, respectively, is not subject to VAT; at the same time, the VAT accepted for deduction in respect of such property is restored. When transferred to authorized capital it is subject to deduction from a newly formed organization, and when transferred to a simple partnership, it is subject to inclusion in income tax expenses from the transferring party;
the transfer of property to a participant within the initial contribution and upon withdrawal from the legal entity, and upon the distribution of the property of a liquidated legal entity, and upon withdrawal from a simple partnership, and upon division of the property of a simple partnership, is not recognized as a sale, respectively, is not subject to VAT. At the same time, when transferring property within the limits of the initial contribution to a participant in a legal entity, the VAT accepted for deduction is subject to recovery and inclusion in expenses, and when transferring property to a participant in a simple partnership upon withdrawal from it or upon its termination, VAT is not restored;
when implementing a simple partnership agreement, all obligations of the taxpayer for VAT in relation to the operations of the partnership are performed by the participant who is entrusted with such obligations (only a Russian person can be such a participant);

income tax:

and when establishing a new legal entity, and when concluding a simple partnership agreement, the transfer of property as a contribution is not taken into account in expenses;
transfer of property within the limits of the contribution upon withdrawal of a participant from a legal entity, upon distribution of property upon liquidation of a legal entity, upon withdrawal from a simple partnership and upon termination of a simple partnership agreement is not recognized as income;
when implementing a simple partnership agreement, accounting for income and expenses on the operations of the partnership is carried out by the participant who is entrusted with these duties (only a Russian person can be such a participant), but the profit tax itself is paid by the partners themselves from their share of the profit;
a participant in a simple partnership does not have the right to apply the cash method;
participants in a simple partnership in respect of income from joint activities pay only quarterly advance payments;
participants in a simple partnership cannot transfer the loss received in tax accounting to the future;
the profit received by the participants of a legal entity is actually subject to income tax twice: first, the profit itself, and then - income tax on dividends;
income received by participants in a simple partnership is subject to income tax once;
for a clear understanding of the tax consequences with the participation of a foreign organization, it is advisable to take into account the terms of international treaties in the field of taxation with the relevant state (if any). Given that many treaties provide for the taxation of profits from the business activities of a foreign organization in the country of residence (in the absence of a permanent establishment), creating a simple partnership with a state organization in which the income tax rates for such incomes are lower, taxation can be optimized. At the same time, it is necessary Special attention to devote to the formation of a permanent establishment, the presence of which obliges to pay tax on the income of such a representative office in the Russian Federation;

property tax:

upon sale, the property tax is paid by each partner independently in respect of the property on the basis of data provided by the partner keeping records of such property;
property tax rates may differ (within 2.2%) in the regions (subjects of the Federation).

Bibliography

Civil Code of the Russian Federation (Part Two): Federal Law No. 14-FZ of January 26, 1996.
Tax Code of the Russian Federation (part two): Federal Law of 05.08.2000 N 117-FZ.
Letter of the Federal Tax Service of Russia for Moscow dated November 30, 2006 N 20-12 / 105732.
Letter of the Ministry of Finance of Russia dated December 22, 2006 N 03-11-05 / 282.
Letter of the Ministry of Finance of Russia dated July 19, 2006 N 03-11-04 / 2/145.
Letter of the Federal Tax Service of Russia for Moscow dated February 14, 2006 N 18-11/3/11634.
Letter of the UMNS of Russia for Moscow dated 12/15/2003 N 23-10/2/69744.
Resolution of the Federal Antimonopoly Service of the North-Western District of March 7, 2007 in case N A42-7084/2005.
Decree of the FAS of the Far Eastern District of 06.06.2007 N F03-A59 / 07-2 / 2080.
Decree of the Federal Antimonopoly Service of the West Siberian District dated December 7, 2006 N F04-8138 / 2006 (29022-A75-14).

Yu.A.Ponomarenko

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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, unless 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!

Respectfully,
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.

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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 federal law"On Investment Partnership".

That is, if the purpose of the partnership (joint activity) is to achieve profit (entrepreneurial activity), then the individual partners must have the status of an individual entrepreneur.

Notarization of the agreement on joint activity is not required.

well and approximate form between two physical persons I do not have, but it 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 the joint conduct of business (without the creation of an LLC and other forms of enterprise, the question of responsibility for conducting commercial activities not covered in this question)
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 the 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 an appropriate legal status Sole Proprietor, or establish a commercial legal entity with relevant 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 prescribed by law or otherwise 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 work on maintenance, sanitary
content and current repairs housing stock, engineering infrastructure and
adjoining territories located at the customer on the right of economic management
(operational management). general characteristics 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 the elements of an agreement paid provision services and contracts
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 company with limited liability. 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- execution 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. He will be responsible for government bodies if there is something wrong with the 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, 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 skip 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 in an LLC, with proper management financial activities, you can significantly save on taxes, and 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.

In order for a sample agreement on joint activities between an individual entrepreneur and an individual entrepreneur to have legal force, it is important to pay attention to the correctness of the drafting. The purpose of concluding an agreement is to fix the terms of cooperation: division of profit or loss, areas of responsibility and the amount of participants' contributions. What is important to display in the contract, and what forms of interaction between individual entrepreneurs exist?

Simple partnership as a form of organization of joint activities of individual entrepreneurs

Interaction within the framework of the agreement presupposes the consolidation of the capitals and efforts of the participants. Joining is only allowed commercial organizations or IP. This condition is mandatory, fixed by the Civil Code of Russia. Individuals do not have the right to unite with each other, with individual entrepreneurs or legal entities for the purpose of making a profit, but participation in non-commercial partnerships is allowed. Agreement on joint activity between IP and individual in the form of a sample is not developed, because such a form of relationship is impossible.

A sample cooperation agreement between an individual entrepreneur and an individual will be required in one of the cases of interaction:

contracting or providing services;
commission or agency agreement;
granting a loan;
purchase and sale;
other cases.

You can entrust the completion of the document on cooperation to a lawyer or handle it yourself. You can download the form of an agreement on joint activities between an individual entrepreneur and an individual registered as an individual entrepreneur, samples of other forms of association can be found on the website http://forma-agreement.rf/.

The agreement on joint activities of individual entrepreneurs and individual entrepreneurs establishes the creation of a simple partnership, which involves the merger of several individual entrepreneurs, while a legal entity is not formed, respectively, it is not required to register.

The purpose of creation is to make a profit or to realize some goal. The partnership allows you to increase resources, thereby open access to big deals inaccessible to a single entrepreneur. This form is the most popular among entrepreneurs.

Upon creation, each of the future members contributes a share, in one of the following forms:

cash;
property - a car, real estate, equipment, office equipment. Also, it may be proposed to use a profitable leased premises for joint business;
useful contacts - a contract base of suppliers or buyers, acquaintances that are beneficial for business;
skills, knowledge, e.g. accounting reduce the cost of paying for the services of firms specializing in this.

Members of the partnership have the right to use the property of partners, as well as receive unlimited access to documentation on the joint business. Each member of the association is responsible for the final result of the activity. So, the profit received by the partnership is divided between the participants according to the contributions or, if it is prescribed by the agreement, equally. If the result of the business is a loss, it will also be distributed among the members of the partnership. An exception is the loss incurred due to a breach of the contract by one of the participants in the association: the responsibility lies with him.

An agreement on cooperation or joint activity between an individual entrepreneur and an individual entrepreneur in the form of a partnership determines in advance the obligations of the participants in the association, responsibility for the results of activities, and the procedure for resolving disputes. It is important to establish the duration of the agreement (indefinitely, until the goal is reached or a specific date), conditions for prolongation, termination. The simple partnership agreement between individual entrepreneurs is presented for download at the link https://yadi.sk/i/zEg4f5Ia3JSHAS. Decisions on the approval of a particular transaction are made jointly by all members.

Each member of the partnership has the right to represent interests, act on behalf of the partnership in court, when making transactions, acquiring raw materials or goods.

Joint interaction between IP and LLC

LLC, as a legal form of a legal entity, opens up extensive opportunities for cooperation, for example, interaction with companies engaged in wholesale trade. This is due to the fact that wholesalers are looking for partners who pay VAT on DOS or UTII. LLC bears responsibility only within the scope of the Company's property. Personal transport, real estate are not related to business.

Interaction of entrepreneurs with LLC is possible in two ways:

Creation of several individual entrepreneurs (at least two) LLC.
Agreement of cooperation or joint activity between the LLC and the individual entrepreneur.

The first method involves the consolidation of funds into the constituent (authorized) capital, which, according to the law, must exceed 10,000 rubles. When creating an LLC, a meeting of participants is approved, which makes all decisions by voting. The results are declared by the minutes of the meeting of participants. All conditions for the interaction of individual entrepreneurs within the framework of the established Society are fixed by the Charter. An LLC is a legal entity that has an obligation to maintain and submit complete financial statements. It is considered more reliable partner than an individual entrepreneur, and therefore has access to participation in large projects.

The second method allows the entrepreneur to act as a partner of an LLC, to receive income based on the results of activities. An example is a situation where an entrepreneur has a premises that he does not use for business purposes or rents it, but financial results do not allow to cover the costs, he can enter into a joint activity agreement with the LLC and, as a contribution, transfer the right to use the premises to a partner. In this case, the entrepreneur will receive income from the profits of the Company. The size is established by the contract. If such cooperation is secured by a sublease agreement, then an obligation to pay VAT will arise.

To conclude an agreement on joint activities between an LLC and an individual entrepreneur, it is allowed to use a sample form of a simple partnership agreement, which contains:

information about the participants and the subject of the contract;
a detailed description of the contributions of members - division into equal shares or in proportion to the value of the contribution is allowed (displayed as a percentage);
information on the areas of responsibility of the participants in the partnership, with the obligatory indication of the person authorized to maintain accounting records;
rules for the distribution of profit and loss - in proportion to contributions or equally;
duration and reasons for termination.

Internal accounting of the results of joint activities is also maintained by the participant.

Important: an entrepreneur, as part of the work under a simple partnership agreement, does not have the right to use the taxation system of the simplified tax system "income".

Reporting to the Federal Tax Service in case of joint activities

Financial reporting based on the results of such activities has some peculiarities. So, having concluded a simple partnership agreement, it is imperative to take into account not only the financial and cash flows of the partnership, but also those that affect the individual entrepreneur. Information is entered in the book of income and expenses, while each participant has a separate document. Consolidated accounting is allowed only for use within the partnership. When maintaining a book of accounting for income and expenses, entries should be made so that it is clear which of them relate to individual entrepreneurs and which to a joint business.

The following forms of taxation are available to members of the association:

General.
Simplified (income minus expenses).

When interacting jointly under an IP and LLC agreement, it is important to remember the payment of VAT. Property and obligations that are joint property are accounted for in the manner developed for IP on OSNO. Works performed within the framework of joint activities are displayed in the balance sheet item “Information on participation in joint activities”. When accounting for participants' contributions in general or personal reporting, the amounts may differ due to differences in valuation approaches (according to contractual or book value).

Conducting joint activities within the framework of a simple partnership does not imply the creation of a legal entity, which reduces the labor costs for registration.

At the same time, the scope of such agreements also includes (in addition to the purposes listed above):

joint share construction;
creation joint-stock company- the purpose is the registration of a legal entity.

Whatever form of joint interaction would not be chosen, it is important to properly document the relationship in order to exclude property claims in the future.