What should be the agreement on running a joint business? Non-profit partnerships: charter, composition, types, registration How to formalize partnerships in a company

Many aspiring entrepreneurs who are on friendly terms have a desire to join forces to organize a common business. The following options for running a joint business are possible:

• Registration of one individual as an individual entrepreneur.
• Conclusion of a simple partnership agreement between individual entrepreneurs.
• Education LLC.

IP is a concept that stands for individual entrepreneur. This is one of the most common organizational and legal forms for modern Russian entrepreneurs who want to run their own business.

An individual entrepreneur can be called an individual who decides to conduct independent business activities at his own peril and risk in order to make a profit. Based on the definition of the concept, an individual entrepreneur cannot be opened for two.

Any capable citizen who is over 18 years old can become an individual entrepreneur in the Russian Federation. Obtaining individual entrepreneur status has its advantages compared to forming an LLC. Here are some of them:

• No property tax;
• Fast and easy registration;
• Free circulation of funds;
• A simple decision-making process that does not require meetings;
• Ease of liquidation and taxation.

An individual entrepreneur can engage in any type of activity, except for a licensed one.

Options for joint activities of individual entrepreneurs

Businessmen ignorant of legal subtleties believe that the legal form of individual entrepreneurs is not suitable for joint business activities. But options are possible. If two people want to merge their business in an individual entrepreneur format, they will need to conclude a simple partnership agreement or create an LLC.

Some get out of the situation by registering an individual entrepreneur for one person. At the same time, the second one can invest in the development of a common cause in financial terms. This scenario is possible only with complete mutual trust of the participants. It is suitable for close relatives or friends, but even here quarrels and stumbling blocks can arise.

This scenario assumes that only one individual will be able to register as an individual entrepreneur and become the owner of his own business. Participation in the management of affairs on the part of the second individual will be unofficial. This means that he can contribute funds to the common capital and perform an advisory function.

Entrepreneurs consider this option of joint business to be the most acceptable of all. But few people want to be an unofficial “money bag” who, in the event of conflicts, has no rights to the business and the profits coming from it.

Registration of one individual as an individual entrepreneur will greatly reduce spending on taxes and the use of cash register equipment. Accounting can be carried out according to a simplified scheme. But actually receiving benefits from such joint business activities highly depends on the activity of the entrepreneur and the types of activities.

Problems may arise if you want to divide an enterprise or firm. It turns out that only one person is the full owner of the business, and the second legally has nothing to do with it. It will be difficult to prove that you are right.

Both parties must protect themselves from legal problems that may arise in the future. Experts recommend concluding a loan agreement between partners. The unofficial contribution of an individual will be documented in the form of a loan. It turns out that one businessman provided another with a loan against signature. In case of disagreement, the loan agreement will be an official confirmation of participation in general business activities.

All receipts must be kept, just like a written agreement. But even the preparation of such documents will not be able to fully compensate for the damage to a person who is not an individual entrepreneur. The conclusion is that registering one person as an individual entrepreneur can entail real losses for his partner.

But everything turns out to be not so rosy for an individual who has all the rights to conduct business. The overall business may turn out to be extremely unprofitable; a businessman may fall into serious debt to creditors. And the unofficial participant does not risk anything. Conclusion: this form of running a joint business may or may not be beneficial for both participants in the process. When making a decision, you need to take into account all the pros and cons of cooperation from your position.

Simple partnership agreement

The above solution to the issue may not suit both parties. If both persons wish to register as individual entrepreneurs, events may develop according to a different scenario.

The Civil Code of the Russian Federation provides for the possibility of concluding a simple partnership agreement between two individual entrepreneurs.

This joint venture agreement does not require the formation of a legal entity for joint activities of two individual entrepreneurs or commercial organizations.

The result of signing the agreement will be the formation of a partnership. As for the financial and intellectual contribution to the common cause, its size is determined by businessmen by mutual agreement.

This option seems ideal only at first glance. It has obvious shortcomings. Inexperienced people who are not familiar with the nuances of accounting may have problems in this area and when solving tax issues.

But there are also positive aspects. If entrepreneurs want to terminate the agreement, they will be able to exist in the form of separate individual entrepreneurs and conduct their activities. Distribution of profits does not infringe on the rights of partners. They receive funds depending on the size of individual investments in the common cause. The benefit also lies in the fact that both co-owners of the business have absolutely equal rights to it.

Conclusion: concluding a simple partnership agreement is the best option for joint business if businessmen have experience in accounting and taxation.

Another option for conducting joint business activities is the formation of a limited liability company.

LLC stands for a company in which several persons are involved in the formation. In this case, the authorized capital may be divided into parts. The size of shares must be determined by the constituent documents. Unlike other commercial companies, a limited liability company has the following features:

• Members of the association bear general responsibility for their investments;
• An LLC can be founded by legal entities and individuals;
• The formation of the authorized capital comes from investments of LLC participants.

The number of participants in a limited liability company cannot exceed fifty people. Only an LLC has the right to conduct certain activities, for example, to sell alcoholic beverages.

Each LLC participant can protect themselves from a legal point of view, since the constituent documents specify the shares of each entrepreneur. You will have to bear responsibility for the obligations of the community only within the limits of shares of the authorized capital. This is another positive aspect of organizing a limited liability company.

Unlike registering an individual entrepreneur, forming an LLC takes more time and is considered a more complex procedure. It will be necessary to compile special constituent documents, produce a company seal and open a current account.

But, despite certain difficulties in the registration process, this form of organizational and legal activity is preferable.

Some businessmen believe that forming an LLC is a more expensive option than registering an individual entrepreneur. But this is a misconception. You can also save on paying taxes by organizing a limited liability company.

Conducting joint activities of two or more private entrepreneurs must be properly formalized and registered from a legal point of view.

Each of the described options for joint business activities has its own advantages and disadvantages. Before giving preference to one of them, you should carefully weigh the pros and cons, assess the likely risks and possible damage.

In any case, running a joint business is much more profitable and safer than conducting individual entrepreneurial activities separately. LLC is solid, profitable and safe for businessmen.

Taking responsibility and studying the legal intricacies of the issue is necessary for people who want to do business. It is important to understand how serious this is and what the consequences of incorrect behavior and legal illiteracy may be.

Finding partners is a difficult topic for Russia, where they are used to negotiating “friendly” and not using legal terms. Russian businessmen are just learning how to draw up multi-page contracts, meticulously describe obligations and fines for failure to fulfill them. Sometimes an agreement is concluded informally, based on the fact that in Russia it is still impossible to provide for all the nuances.

Before choosing a type of cooperation with a business partner, you will first have to find one. To this end:

• search among relatives, acquaintances, work colleagues;
• attend events where you can meet potential investors and people ready to cooperate;
• resort to searching for offers on the Internet;
• They are looking closely at hired employees of other commercial structures - someone is invited to the business as a full co-owner.

Business partnership: the most important nuances

Both formal and informal joint commerce agreements will fail if certain rules are not followed. First of all, determine for yourself the main motives for cooperation with another person. It is important to answer 3 questions:

1. what exactly is meant by partnership (investment, free premises, land, fresh ideas, labor);
2. what will I offer to another person as a partner;
3. how to document a future agreement, protect yourself from risk and dishonest behavior on the part of a partner.

Partnership refers to different types of cooperation. Partners in Russia are investors, suppliers, marketers, and sales representatives. Therefore, before you advertise on a website with offers of cooperation, decide who exactly is needed and why. What “baggage” should a potential co-owner have: money, knowledge, experience, information, sales skills. Is the territory important or will the cooperation be remote? Think about what you offer in return. This side of the deal is often forgotten, but a partnership “works” if it benefits both parties. Otherwise, serious people are unlikely to be interested in the ad.

It is important to know! Partnership involves joint participation in the affairs of the company, investment of capital and joint decision-making. This imposes restrictions and obligations. Sometimes it is easier to hire a person as an employee or borrow money from him at interest. Relationships are formalized if equal investments into the business are expected from both sides (both money and some amount of joint work).

How and where to find a business partner in Russia

Before placing an ad on the Internet, it is useful to look around. As a rule, future partners work in related industries, move in the same areas, are interested in similar topics and find each other “in step-by-step proximity” - within the sphere of their interests: at the institute, on courses, at work, in the sports section. Business partnership on the Internet is also possible, but practice shows that it is better to keep control of the enterprise directly. It is also easier to check a person living in the same geographical location if you have already communicated and have mutual acquaintances.

July 21, 2017 - 8:24am | adm

Many entrepreneurs start a business with partners who share common goals and visions. However, the initial atmosphere of mutual understanding can later develop into conflict as the business develops. Further discord may lead to more serious consequences, for example, attempts by one of the partners to raid the business. And here all the legal errors made when registering the partnership come to light. What are the common mistakes?

1. The business is registered in the name of authorized persons. Relatives or friends of the partners act as proxies. This usually happens when partners do not want to officially appear as business owners for various reasons. Relatives seem like an absolutely reliable option, but in reality, a sister or nephew can start playing on their own, making decisions that are not in the interests of the beneficiaries.

If a business is registered in the name of friends, then there is a risk of losing business - clients, contracts and assets. Another risk is bringing the owners to criminal liability, since the formation or reorganization of a legal entity through dummies and the provision of information about them to the tax inspectorate (which leads to the entry of false data into the Unified State Register of Legal Entities) is punishable under Part 1 of Art. 173.1 of the Criminal Code.

2. The business is registered in the name of one of the partners or is conducted by him as the general director. Often one of the owners is more energetic, enterprising, and more savvy in running a business than the other. It happens that one of the co-founders does not want to deal with the corporate routine (sign documents, make difficult decisions), he is only interested in making a profit. As a result, the business is legally registered in the name of only one of the partners. When a conflict arises, he initially finds himself in a more advantageous situation. The second owner does not have serious legal leverage over his partner, so the chances of getting the property or money he is owed in court are close to zero.

If one of the partners becomes a general director with unlimited powers, this can also lead to adverse consequences for the second. The production company filed a claim for damages against the former CEO. It turned out that he had created a parallel business: he had taken important clients to another company that was engaged in similar activities, where he also held a management position. As a result of his illegal activities, the company and his partner suffered damages of 1 billion rubles.

3. Shares in the business are distributed equally between the partners. In this case, if a corporate conflict arises, the company’s activities will be virtually paralyzed, since each partner will block the decisions of the other. This situation is called a deadlock. The co-owner can solve the problem through the court by filing a lawsuit to exclude the other co-owner. But this is not the easiest way out, because the other side files a similar counterclaim. The Supreme Court indicated that in order to exclude a participant from the founders, it is necessary to prove that he grossly violated his duties or interfered with the activities of the company.

4. There is no fixed scheme for the distribution of future profits. This is the most common cause of discord between partners. As a general rule, net profit is distributed in proportion to the participants' shares in the authorized capital, but in practice, arrangements are different.

How to avoid conflicts?

When creating a JSC or LLC, partners must enter into an agreement on the establishment of a company. It should regulate the activities of the founders. This is not a constituent document, but an agreement on joint activities. In the agreement on the establishment of a company, partners can provide for certain conditions that exclude conflicts, for example, at the initial stage. It may contain provisions on the liability of the founders (forfeits, fines, penalties) in case of non-payment of a share in the authorized capital; the procedure for distributing costs associated with creating a company; procedure for resolving any disagreements that may arise during the process of establishing a company.

Partners can sign a corporate agreement (on the exercise of the rights of LLC participants or a shareholders agreement for a JSC). In it, the parties undertake to exercise their rights in a certain way or even refuse to exercise them. For example, voting in a certain way at a general meeting of participants; acquire or sell shares (shares) at a certain price or upon the occurrence of certain circumstances; refrain from selling shares (shares) until a certain point, etc.

A corporate agreement is especially useful when both partners have an equal number of shares (shares). It can provide for various options for the development of the conflict and model ways to resolve it, as well as establish the responsibility of each party for violating the adopted provisions.

If the partners are individual entrepreneurs, then they can enter into a simple partnership agreement. In it, they undertake to pool their contributions and work together to make a profit. In this case, a legal entity is not formed. The contribution according to the law can be anything: money, property, professional and other knowledge, skills, abilities, business reputation, business connections. However, the contract must indicate the value of the deposits; ownership of contributed property and received income; procedure for using common property; responsibilities of partners for the maintenance of common property and related reimbursement of expenses; procedure for conducting general affairs; procedure for covering expenses and losses.

The advantage of a simple partnership is that its participants can choose convenient rules for joint activities. The downside is the impossibility of applying a preferential tax regime to it - a single tax on imputed income.

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 the partner small business. Well, it’s simple because there isn’t much choice. But, nevertheless, many novice business partners make a mistake in the form of organizing their business.

Introduction.

The future will certainly have a question: in what form should I register my 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 - limited liability company. We will not consider other forms of business organization, because They usually have nothing to do with small businesses. So, what is better for an individual entrepreneur or an LLC. Within the framework of this article, I will not analyze all the advantages and disadvantages of forms of business organization. I will consider them only from the point of view of organizing a partnership business.

First of all, let's consider organizing a partnership business in the form of an individual entrepreneur. There are two partnership options in this case.

First option– registration of all IP documentation for one of the partners, and the other partner (or partners) are unofficial co-owners of this.

I want to say right away that I am not a supporter of such partnerships. Moreover, I consider this path unacceptable for real business. Although many young entrepreneurs are trying to follow this path. The perceived benefits of ease of registration, ease of reporting and the possibility of small tax cuts are very attractive to them. The disadvantages of this option are not immediately visible, but they are so significant that they many times outweigh all the visible benefits.

And the main drawback is the completely unjustified risks of the partners. Moreover, there are risks for everyone.

First of all, the partner for whom the individual entrepreneur is registered is at risk. It is he who will be responsible to government agencies if something goes wrong in business. It is he who will be the debtor of the tax authorities, suppliers, and creditors in the event of a business loss. 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 may be confiscated to pay debts. Well, unregistered co-owners do not bear any responsibility to anyone, perhaps only to their own conscience.

But the unregistered partner(s) are also at risk. After all, only an officially registered partner has all rights to the business. And if partners quarrel or want to split the business, problems are inevitable. After all, the only legal owner of the business, and, naturally, the owner of everything that is in the business, is the first partner. And the second one has no rights and will not be able to prove his participation in the business.

Can an unregistered partner protect himself? Formally, it is possible to secure money invested in a business. It is necessary to draw up a loan agreement, according to which he lends money to the official owner of the individual entrepreneur. And in the event of a disagreement between partners, this agreement can help him return the amount invested in the common business. But he will not be able to return his part of what the business earns (if it is successful).

As you can see, the risks of all partners are quite high, and I strongly do not recommend using this method of partnership if you create a small business with partners.

Small business with partners in the form of individual entrepreneurs.

Second option– each of the partners formalizes their own individual entrepreneur and then they enter into a simple partnership agreement among themselves. This option significantly reduces the risks of partners and is quite widely used in practice. Its essence boils down to the fact that each partner registers his own individual entrepreneur. And then they create a single business by signing an agreement on joint activities. In this agreement, persons specify the rights and obligations of each partner. Details about 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 obvious: each of the partners has an independent business; income and expenses are divided depending on the contribution of the parties; in the event of a division of the common business, everyone can remain an individual entrepreneur with their own share of the common business.

But there are also plenty of disadvantages in this option. After all, each partner must have its own reporting. And, in addition, it is necessary to maintain 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 between the partners. This is quite difficult to do with different shares of partners. A significant drawback is that each of the partners can very easily leave such a business. Just leave with your share and the equipment registered to his individual entrepreneur. And this could 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 most acceptable option to create a small business with partners to form an LLC. 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, registering an LLC allows you to register in the constituent documents the main parameters of the relationship between the co-owners: the share of each partner in the common business, the distribution of profits between them.

Secondly, the organization of an LLC provides legal protection of the rights of each co-owner.

Third, partners in an LLC are proportionately responsible for everything that happens in their business. But, with rare exceptions, they are not liable for their personal property.

Fourthly, all LLC activities, including financial ones, are completely transparent to all partners, and each of them can monitor the state of the business at any time.

Fifth, none of the partners can simply leave the LLC. There are legitimate legal procedures for this. This gives time to the partners remaining in the business to make informed decisions to continue the business and, if necessary, to “patch holes” in the business.

Sixth, it is much easier for an LLC to enter into partnership agreements with other companies, especially large ones, than with a business organized through a simple partnership agreement.

Seventh, the LLC must pass all cash flows through a bank account. This disciplines the financial activities of partners and its transparency. Disciplines the activities of partners and the need to print on most LLC documents.

Eighth, running an LLC may be more economically profitable than using a business created through a simple partnership agreement for partnership. Especially if there are more than two partners. After all, every individual entrepreneur must have an accountant, but in an LLC there will be only one. Other organizational duplications will also be eliminated.

The only disadvantages of running a small business with partners through an LLC are the more complex and costly registration and closure of the business.

Many people believe that running an LLC is more expensive. But even in an LLC, with proper management of financial activities, you can significantly save on taxes, and on maintaining bank accounts, and on other expenses.

Conclusion.

As is easy to see from the above, a small business with partners, in my opinion, is best organized by creating an LLC. But we must not forget that simply organizing an LLC will not solve all the issues that arise when doing business together. Only a well-drafted agreement between partners, in addition to registration documents, will avoid many problems in the future.