Reducing the tax burden is the dream of every businessman. "Simplifier" is no exception. The main thing is that it should be done legally. One way to cut taxes is Team work.
From a letter to the editor
We work for USN. The goal is to cut taxes. Would a simple partnership work?
Expert opinion
In practice, joint activities are as follows: each company (IE) implements the function entrusted to it, including concluding expenditure contracts, and one of the comrades keeps records of absolutely all income and expenses, as on the basis of own documents, and on the basis of documents submitted by other parties to the agreement. Income and expenses are accounted for on an accrual basis (clause 4, article 273 of the Tax Code of the Russian Federation). At the end of the tax period, the same person distributes financial results between all partners in proportion to the size of their contributions; This income will be taken into account in taxation. It will need to be paid
Thus, partner firms can accept as income for the purposes of calculating the single tax not the entire amount of revenue received, but only the amount of profit received from the implementation of joint activities (Article 1048 of the Civil Code of the Russian Federation). It is divided among all participants in the partnership in proportion to the contribution of each of them, and in any case it will be less than the proceeds from the sale, since it already represents the difference between the income and expenses of the partnership.
Accounting for operations carried out by a simple partnership must be carried out separately from accounting for the operations of each of the firms in accordance with PBU 20/03 (approved by order of the Ministry of Finance of Russia dated November 24, 2003 No. 105n).
Now let us dwell on the important features of work under a simple partnership agreement.
- Organizations and individual entrepreneurs applying the simplified tax system with the object of taxation "income minus expenses" can become participants. The "simplifiers" who pay a single tax on income are deprived of such an opportunity. This follows from paragraph 3 of Art. 346.14 of the Tax Code of the Russian Federation.
Under a simple partnership agreement, several persons (partners) combine their contributions to make a profit or achieve a different result (clause 1, article 1041 of the Civil Code of the Russian Federation). Moreover, if the contract is concluded for the purpose of maintaining entrepreneurial activity, its members can only be commercial organizations and individual entrepreneurs (clause 2 of article 1041 of the Civil Code of the Russian Federation).
By itself, a simple partnership does not form legal entity(Clause 1, Article 1041 of the Civil Code of the Russian Federation). The partnership is not recognized as a taxpayer and is not subject to tax registration (paragraph 2, clause 2, article 11, articles 19, 83 of the Tax Code of the Russian Federation).
- The joint activity, for which the partners have united, is separated from that which they carry out outside the framework of a simple partnership agreement.
For this purpose, a separate tax accounting for operations on joint activities is organized. Moreover, it is conducted according to the rules of Chapter 25 of the Tax Code of the Russian Federation, even if all comrades use the simplified tax system. In this regard, they (through the partnership) have the opportunity to take into account, within the framework of joint activities, expenses that are not named in Art. 346.16 of the Tax Code of the Russian Federation.
Such accounting is organized by one of the comrades, who is instructed to conduct all the general affairs of the partnership.
Contributions of comrades to joint activities are not included in the cost of the simplified tax system. This applies both to cash deposits and to deposits in the form of property and property rights. The fact is that such contributions are not indicated in the list of expenses, which is enshrined in Art. 346.16 of the Tax Code of the Russian Federation.
Expenses incurred in the framework of joint activities are not reflected in the accounting for the simplified tax system. These costs are taken into account by the partner conducting common affairs when determining the financial result from the activities of the partnership as a whole.
- The partnership does not need to pay income tax on the profits received from the joint venture. Also, profits are not subject to "simplified" tax, even if all partners apply the simplified tax system (Letter of the Ministry of Finance of Russia dated December 22, 2006 No. 03-11-05 / 282). Within the framework of the partnership, only the financial result from the joint activity (profit or loss) is determined, which is then distributed among the partners.
- "Simplifiers" 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.
To do this, a comrade conducting common affairs performs the following duties (clause 3 of article 278 of the Tax Code of the Russian Federation):
- determines on an accrual basis, based on the results of each reporting (tax) period, the profit of each of the partners in proportion to its share (established by agreement) in the profit of the partnership for the corresponding period;
- quarterly, until the 15th day of the month following the reporting (tax) period, informs each of the comrades about the amount of profit due to him.
The “simplifier” takes into account his part of the profit received from joint activities on the day the funds are received in bank accounts (to the cash desk) 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) . This amount represents the net income of the taxpayer, i.e. already reduced by the amount of expenses in the framework of the joint activity.
- If a loss is received as a result of joint activities, then, unlike profit, it is not distributed among the partners and is not taken into account by them when taxing (clause 4, article 278 of the Tax Code of the Russian Federation).
- By general rule organizations and individual entrepreneurs applying the simplified tax system are not recognized as VAT payers (paragraphs 2, 3 of article 346.11 of the Tax Code of the Russian Federation). The contribution of partners to joint activities is not recognized as the sale of goods (works, services) (clause 1, clause 2, article 146, clause 4, clause 3, article 39 of the Tax Code of the Russian Federation).
- Operations within the framework of joint activities are subject to VAT, even if the participants in a simple partnership are "simplified" (Article 174.1, paragraphs 2, 3 of Article 346.11 of the Tax Code of the Russian Federation).
Calculation and payment of tax are made according to the rules of Chapter 21 of the Tax Code of the Russian Federation.
In this case, the obligation to pay VAT and maintain a general record of operations is performed by one of the participants. As a rule, this is the one who conducts the general affairs of the partnership. It is he who is entrusted with the duties of a VAT payer (clause 1, article 174.1 of the Tax Code of the Russian Federation).
In particular, for operations within the framework of a simple partnership, he must (paragraphs 1, 2 of article 174.1, paragraph 3 of article 169 of the Tax Code of the Russian Federation):
- issue invoices to buyers (customers) of goods (works, services);
- keep books of purchases and books of sales.
It can also deduct VAT on goods (works, services), fixed assets and intangible assets. To do this, they must be acquired within the framework of a simple partnership agreement and used for VAT-taxable operations on joint activities (clause 3, article 174.1 of the Tax Code of the Russian Federation).
To receive a deduction, your suppliers must indicate in their invoices as a buyer a partner acting as a VAT payer (clause 3, article 174.1 of the Tax Code of the Russian Federation). Otherwise, your deduction will be denied.
If the invoice is issued to another member of the partnership, it must be corrected (Letter of the Federal Tax Service of Russia for Moscow dated October 17, 2006 No. 19-11 / 90800).
There is one more condition for application. A participant who keeps a general record of operations of a simple partnership and at the same time carries out activities outside this partnership must keep separate records of transactions. Only in this case, he has the right to receive a deduction (paragraph 2, clause 3, article 174.1 of the Tax Code of the Russian Federation).
A partner who keeps records of transactions must submit a VAT return to the tax authority in electronic form. The deadline for its submission is no later than the 25th day of the month following the expired quarter (clause 5 of article 174, clause 1 of article 174.1 of the Tax Code of the Russian Federation, clauses “c” of clause 7 of article 2, part 1 of article 4 of the Federal Law of November 29, 2014 No. 382-FZ).
The right to exemption from VAT in accordance with Art. 145 of the Tax Code of the Russian Federation when performing operations within the framework of a simple partnership, Article 174.1 of the Tax Code of the Russian Federation is not provided for.
- Accounting for transactions in joint activities is regulated by PBU 20/03, approved by Order of the Ministry of Finance of Russia dated November 24, 2003 No. 105n.
Partner organizations, when reflecting in accounting and financial statements operations related to participation in joint activities (a simple partnership agreement), are guided by paragraphs 13 - 16 of PBU 20/03, and the organization entrusted with the conduct of common affairs by the agreement - paragraphs 17 - 21 PBU 20/03. Thus, operations within the framework of joint activities with a partner conducting common business are subject to separate accounting on a separate balance sheet (clause 17 of PBU 20/03).
- In the event of termination of the joint activity agreement (when a participant withdraws from a simple partnership), the common property of the comrades is divided (the share of the exiting participant is allocated).
If property is transferred to a partner within the value of his initial contribution to a joint activity, such an operation is not subject to VAT (clause 1 clause 2 article 146, clause 6 clause 3 article 39 of the Tax Code of the Russian Federation). And from the value of property exceeding this limit, the participant who conducts common business is obliged to calculate and pay VAT.
We emphasize that in these norms we are talking about the initial contribution of the participants. Late contributions will not be taken into account.
note
Partner firms accept as income for the purposes of calculating the single tax under the simplified tax system not the entire amount of revenue received, but only the amount of profit received from the implementation of joint activities (Article 1048 of the Civil Code of the Russian Federation). It is divided among all participants in the partnership in proportion to the contribution of each of them, and in any case it will be less than the proceeds from the sale, since it already represents the difference between the income and expenses of the partnership.
And some more important remarks.
- Before making a decision to organize a business within the framework of a joint venture, it is necessary to formulate the “business or economic purpose” for which the joint activity will be organized, which, in addition, will be accompanied by the receipt of tax benefits.
For the first time the term "business goal" was used in the resolution of the Plenum of the Supreme Arbitration Court RF dated October 12, 2006 No. 53. It stated that business transactions should be considered in accordance with their actual economic meaning in order to identify artificial legal constructions that do not contain signs of illegality (fraud, fraud), but at the same time do not have any reasonable explanation from the standpoint of economic necessity and were built solely for the purpose of minimizing taxation.
Thus, it is the subjective factor - the intentions of the taxpayer - that plays a decisive role in assessing the economic feasibility of the tax benefit.
Therefore, when creating a joint activity, it is necessary to think over its economic justification, which is not related exclusively to tax savings. For example, comrades combine their contributions to conduct joint activities, since they do not have sufficient resources (financial, labor, etc.) to independently carry out such activities. To conduct joint activities, one can contribute fixed assets, the second can provide personnel, the third can provide funds, experience in conducting such activities, etc. Since each comrade individually does not have all this available, the creation of joint activities in this case will be justified.
- It is better to transfer goods and materials or cash to joint activities. This is due to the application of special rules established by Chapter 26.2 of the Tax Code for the tax accounting of operations for the disposal of fixed assets. If you transfer fixed assets and (or) intangible assets 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 the single tax for the entire period of use of such objects (clause 3 of article 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 - until the expiration of 10 years from the date of their acquisition.
Excluding from the calculation of the single tax the costs of acquiring objects transferred to joint activities, taxpayers are entitled to take into account only the amount of depreciation calculated in accordance with the rules of Chapter 25 of the Tax Code (clause 3 of Article 346.16 of the Tax Code of the Russian Federation). As a result of the recalculation, not only a single tax for the entire period of use of such an object under the simplified system, but also penalties will be paid.
According to the norms of the Civil Code of Russia, any individual with the right - and legal capacity, has the right to work as an individual entrepreneur. Possession of such a status becomes possible after passing the procedure of mandatory state registration to the Federal Tax Service, filing an application with the Pension Fund of the Russian Federation and other extra-budgetary funds (when hiring new employees), making the necessary changes to the USRIP. Such activities are carried out on the basis of decisions and actions independently taken by the IP, that is, he bears full responsibility for his business on his own. This responsibility is the same as individuals- property. This is the essential difference between entrepreneurship and enterprises and organizations that are liable for obligations only in the amount of the authorized capital, and decisions are made collectively, by all participants in the legal entity.
But entrepreneurs can also act in their activities in order to make a profit together. Associations of individual entrepreneurs are carried out on the basis of an agreement between them on a simple partnership. According to him, two or more individual entrepreneurs can combine their funds for more efficient management in order to generate income. The conclusion of such an agreement is considered acceptable if the entrepreneurs have a common goal, combine the contributions of all members of the partnership and act (that is, make decisions) jointly. The activity of a simple partnership is very similar to that of a legal entity, with the exception of property liability.
Associations of individual entrepreneurs and their relationships are regulated by the norms of Chapter 55 of the Civil Code. According to them, contributions to the common cause are recognized not only in cash, but also in other material values- materials, equipment, premises, etc. The skills of each of the members of the partnership and their business connections can also be considered a common contribution to the business. It is assumed that such contributions should be the same, however, in the contract, contributions of partners of different sizes can be indicated. In addition, it can be quite difficult to give an estimated value to some types of contributions, for example, to equipment that was already used in production activities one of the IP comrades. All these nuances are prescribed in the text of the contract.
After combining the contributions of entrepreneurs, the property becomes common, but each individual entrepreneur has a share in it. Both products and goods, profit from their sale, which will be produced from the moment the contract is concluded and the simple partnership begins to function, are recognized as common property.
Associations of individual entrepreneurs, as a rule, keep accounting records. For this purpose, labor employee or bookkeeping is entrusted to one of the comrades who has sufficient knowledge. The contract also defines the procedure for reimbursement of expenses in case of damage to property. The use of property occurs by all members of a simple partnership in equally. Obligations for the preservation and maintenance of common property are specified at the conclusion of the contract.
As in the case of a legal entity, each of the partners makes decisions and acts on the basis of the provisions adopted by all members. An individual entrepreneur cannot act independently as part of a simple partnership. When concluding a deal with a third party, one of the partners, as a rule, is required to have a power of attorney to carry out such operations. It is also empowered with the consent of all members and after a collective decision is made. The powers of one of the comrades can be spelled out immediately in the text of the contract when it is concluded.
Losses or expenses are distributed among the members of the association in a degree equal to their contributions. Similarly, profits are divided according to the value of their shares in the partnership. But for all obligations, all members of the partnership are jointly and severally liable. The text of the contract may contain a clause on the insurance of the risks of each of the members of the association. This is a fairly common practice, which in the future will be able to protect the interests of each comrade individually, depending on the situation. The contract specifies the minimum sum insured. An additional insurance contract is also concluded, its validity period extends to the entire period of functioning of a simple partnership specified in the relevant contract. If the merger agreement is extended after its expiration, then the insurance agreement must also be extended. Insured events are considered to be violations of any obligations prescribed in the contract and a change in business conditions under which comrades receive noticeably lower profits or it becomes unprofitable for independent reasons.
A simple partnership agreement between individual entrepreneurs may be terminated. This happens when one of the IP is recognized in judicial order bankrupt, the fact of the death of one of the individual entrepreneurs has been established, one of the members wishes to withdraw from the comrades or his share will be transferred in favor of the creditor after the relevant court decision is made. If it is impossible to divide the common property, then the remaining members of the association must pay to the individual entrepreneur who intends to leave the composition, his share in monetary terms.
The partnership agreement specifies the basic personal data and details of all its members. At the end of the contract, the signatures of all its parties are required. The insurance contract and other appendices signed by the IP parties are attached to the text of the contract itself. The term is either indicated in the text, or considered indefinite, that is, the contract is valid until one of his comrades wishes to leave the association.
Team work in a person acting on the basis of , hereinafter referred to as " Member #1”, on the one hand, and in the person acting on the basis of , hereinafter referred to as “ Participant #2”, on the other hand, hereinafter referred to as the “Parties”, have concluded this agreement, hereinafter “ Treaty" about the following:1. THE SUBJECT OF THE AGREEMENT
1.1. According to this agreement, I and II Participants undertake to combine their contributions and act jointly without forming a legal entity for profit.
1.2. The contribution of the I Participant is: .
1.3. The contribution of the II Participant is: .
1.4. The contribution of the I Participant is evaluated by the Parties in .
1.5. The contribution of the II Participant is evaluated by the Parties in .
1.6. The parties undertake to make their contributions no later than .
2. COMMON PROPERTY OF PARTNERS
2.1. The property contributed by the Parties, which they possessed by right of ownership, as well as the products produced as a result of joint activities and the fruits and incomes received from such activities are recognized as their common shared property.
2.2. The property contributed by the Parties, which they possessed on grounds other than the right of ownership, is used in the interests of the Parties and constitutes, along with the property in their common ownership, the common property of the Parties.
2.3. Doing accounting the common property of the Parties is entrusted with: .
2.4. The use of the common property of the Parties is carried out by their common consent, and in case of failure to reach an agreement - in the manner established by the court.
2.5. The obligations of the Parties for the maintenance of common property and the procedure for reimbursement of expenses associated with the fulfillment of these obligations are determined in the following order: .
3. CONDUCTING COMMON BUSINESS OF COMRADES. RIGHT TO INFORMATION
3.1. When conducting common affairs, each Party has the right to act on its own behalf.
3.2. In relations with third parties, the authority of the Party to make transactions on behalf of the Parties shall be certified by an appropriate power of attorney.
3.3. The parties have an equal right to familiarize themselves with all documentation on the conduct of cases.
4. EXPENSES AND DAMAGES
4.1. The parties shall bear the costs and losses in proportion to their contributions to the common cause.
4.2. The profit received as a result of joint activities is distributed in proportion to the value of the contributions of the Parties to the common cause.
5. FINAL PROVISIONS
5.1. In everything else not regulated in this agreement, the Parties will be guided by the provisions of the current civil legislation of Russia.
Simple partnership agreement. 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 to make a profit or achieve another goal that does not contradict the law. Only individual entrepreneurs and (or) commercial organizations can be parties to a simple partnership agreement concluded for the implementation of entrepreneurial activities.
Features of a simple partnership agreement concluded for the implementation of joint investment activities (investment partnerships) are established federal law"On Investment Partnership".
Comrades contributions
The contribution of a friend is recognized as everything that he contributes to the common cause, including money, other property, professional and other knowledge, skills and abilities, as well as business reputation and business connections.
The partners' contributions are assumed to be equal in value, unless otherwise follows from the simple partnership agreement or actual circumstances. The monetary value of a partner's contribution is made by agreement between the partners.
Common property of comrades
The property contributed by the partners, which they possessed by right of ownership, as well as the products produced as a result of joint activities and the fruits and incomes received from such activities are recognized as their common shared property, unless otherwise established by law or a simple partnership agreement or does not follow from the essence of the obligation.
The property contributed by the comrades, which they possessed on grounds other than the right of ownership, is used in the interests of all the comrades and, along with the property in their common ownership, constitutes the common property of the comrades.
The accounting of the common property of the partners may be entrusted by them to one of the legal entities participating in the simple partnership agreement.
The use of the common property of comrades is carried out by their common consent, and in case of failure to reach an agreement, in the manner established by the court.
The obligations of partners in maintaining common property and the procedure for reimbursement of expenses associated with the fulfillment of these obligations are determined by a simple partnership agreement.
Conducting common business of comrades
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.
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.
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 party knew or should have known about the existence of such restrictions.
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.
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.
Companion's right to information
Each comrade, regardless of whether he is authorized to conduct the common affairs of comrades, has the right to get acquainted with all documentation on the conduct of affairs. Waiver of this right or its restriction, including by agreement of comrades, is void.
General expenses and losses of comrades
The procedure for covering expenses and losses associated with the joint activities of partners is determined by their agreement. In the absence of such an agreement, each partner shall bear the costs and losses in proportion to the value of his contribution to the common cause.
An agreement that completely exempts any of the comrades from participating in covering the general expenses or losses is void.
Liability of partners for common obligations
If a simple partnership agreement is not related to the implementation of entrepreneurial activities by its participants, each partner is liable for general contractual obligations with all his property in proportion to the value of his contribution to the common cause.
For common obligations arising not from the contract, the comrades shall be jointly and severally liable.
If a simple partnership agreement is connected with the implementation of entrepreneurial activities by its participants, the partners are jointly and severally liable for all common obligations, regardless of the grounds for their occurrence.
Profit distribution
The profit received by the partners as a result of their joint activity is distributed in proportion to the value of the contributions of the partners to the common cause, unless otherwise provided by the simple partnership agreement or other agreement of the partners. An agreement to remove one of the comrades from participation in profits is void.
Separation of a partner's share at the request of his creditor
The creditor of a participant in a simple partnership agreement has the right to submit a claim for the allocation of his share in the common property in accordance with Article 255 of this Code.
Termination of a simple partnership agreement
A simple partnership agreement is terminated due to:
- declaring one of the partners incompetent, partially incapacitated or missing, if the simple partnership agreement or the subsequent agreement does not provide for the preservation of the agreement in relations between the other partners;
- declaring one of the partners insolvent (bankrupt), with the exception specified in the second paragraph of this clause;
- death of a partner or liquidation or reorganization of a legal entity participating in a simple partnership agreement, unless the agreement or subsequent agreement provides for the preservation of the agreement in relations between other partners or the replacement of the deceased partner (liquidated or reorganized legal entity) by his heirs (successors);
- refusal of any of the partners from further participation in an open-ended simple partnership agreement, with the exception specified in paragraph two of this clause;
- termination of a simple partnership agreement concluded with an indication of a term, at the request of one of the partners in relations between him and the other partners, with the exception specified in paragraph two of this clause;
- expiration of the simple partnership agreement;
- allotted the partner's shares at the request of his creditor, with the exception specified in the second paragraph of this paragraph.
Upon termination of a simple partnership agreement, things transferred to the common possession and (or) use of the partners shall be returned to the partners who provided them without compensation, unless otherwise provided by agreement of the parties.
From the moment of termination of the simple partnership agreement, its participants bear joint and several liability for unfulfilled general obligations in relation to third parties.
The division of the property that was in the common ownership of the partners, and the common rights of claim arising from them, is carried out in the manner established by Article 252 of this Code.
A partner who has contributed an individually determined thing to common ownership is entitled, upon termination of the simple partnership agreement, to demand in court that this thing be returned to him, provided that the interests of other partners and creditors are observed.
Cancellation of an open-ended simple partnership agreement
An application for a partner's withdrawal from an open-ended simple partnership agreement must be made by him no later than three months before the expected withdrawal from the agreement.
An agreement on limiting the right to withdraw from an open-ended simple partnership agreement is void.
Termination of a simple partnership agreement at the request of a party
Along with the grounds specified in paragraph 2 of Article 450 of the Civil Code, a party to a simple partnership agreement concluded with an indication of the term or with an indication of the purpose as a resolutive condition, has the right to demand termination of the agreement in relations between themselves and the other partners for a good reason with compensation to the rest of the partners of the real damage caused by the termination of the contract.
Liability of a partner in respect of which the simple partnership agreement has been terminated
In the event that a simple partnership agreement was not terminated as a result of a statement by one of the participants to refuse further participation in it or termination of the agreement at the request of one of the partners, the person whose participation in the agreement has ceased is liable to third parties for general obligations, arising during the period of its participation in the agreement, as if it had remained a participant in the simple partnership agreement.
Private partnership
A simple partnership agreement may provide that its existence is not disclosed to third parties (tacit partnership). The rules on a simple partnership agreement provided for in Chapter 55 of the Civil Code shall apply to such an agreement, unless otherwise provided by Article 1054 of the Civil Code or follows from the essence of a private partnership.
In relations with third parties, each of the participants in a silent partnership is liable with all his property for transactions that he concluded on his own behalf in the common interests of the comrades.
In relations between partners, obligations arising in the course of their joint activities are considered general.
SIMPLE PARTNERSHIP AGREEMENT
_____________________ (name of the enterprise, institution, organization) represented by _____________________ (position, full name), hereinafter referred to as Participant 1, ________________________ (name of the enterprise, institution, organization) represented by _____________ (position, full name), hereinafter referred to as Participant 2, and _________________________________ (name of the enterprise, institution, organization) represented by _____________ (position, full name), hereinafter referred to as Participant 3, have entered into this agreement as follows:
Article 1. Subject of the contract
1. The participants in this simple partnership, named above, undertake, by combining property and efforts, to act together to achieve the following (s) common economic goals _________________________.
Name of the created simple partnership ___________________
2. This simple partnership (hereinafter referred to as the Partnership) is not a legal entity.
3. This Partnership is created for a period of ______________________
Article 2. Common property of participants
1. Participants undertake to make monetary and other property contributions to ensure the activities of the Partnership. The composition, cost, terms and procedure for making these contributions are determined in Appendix 1 to this agreement.
2. The property of the Partnership consists of monetary or other property contributions of participants, as well as property created or acquired as a result of joint activities in accordance with this agreement.
3. The property of the Partnership is a common shared property. Shares of participants in the property of the Partnership are recognized as proportional to the value of their contributions to its property, determined in accordance with Appendix 1 and this agreement.
4. A participant in the Partnership is not entitled to dispose of a share in common property without the consent of the other participants in the Partnership, with the exception of that part of the products and income from joint activities that is at the disposal of each of the participants.
5. The property of the participants of the Partnership, united in accordance with this agreement for joint activities, is accounted for on a separate balance sheet at _______________________________ (the name of the participant who is entrusted with the conduct of the common affairs of the participants). The procedure and terms for the transfer of the property to be combined for accounting on an independent balance sheet are determined in Appendix 1 to this agreement.
Article 3. Conducting common affairs of participants
OPTION 1.
1. The conduct of common affairs of the participants of the Partnership is carried out by common agreement, with the exception of the following issues of the activities of the Partnership, decisions on which are made by a majority of the participants:
1.1. _________________
1.2. _________________
1.3. _________________
2. Decisions are made at a meeting of representatives of the participants, or by questioning by telephone, in writing, by telegraph.
3. The day-to-day management of the joint activities of the participants in the Partnership is entrusted to __________ (name of the participant).
OPTION 2.
1. The management of the joint activities of the participants in the Partnership, as well as the conduct of their common affairs, is entrusted to __________ (name of the participant).
2. A participant in the Partnership who is entrusted with the conduct of common affairs acts on the basis of a power of attorney issued by the other participants in the Partnership.
3. A participant in the Partnership who has committed any actions in the common interest without having received appropriate authority for them, has the right to reimbursement of expenses incurred by him from his own funds in the case only if his actions are subsequently approved by the other participants.
Article 4. Distribution of the results of the joint
activities between participants.
1. Profit from joint activities carried out in accordance with this agreement shall be distributed in proportion to their shares in the property of the Partnership.
2. The participant of the Partnership, who is entrusted with the conduct of common affairs, has the right to reimbursement of expenses incurred by him from his own funds for these purposes.
3. Participants of the Partnership enjoy the priority right to receive goods, works and services produced as a result of their joint activities.
4. The general expenses and losses from joint activities are covered at the expense of the common property of the participants in the Partnership, and the missing amounts are distributed among the participants in proportion to their shares in the common property.
Article 5
1. A participant in the Partnership may withdraw from among its members by notifying the other participants in writing no later than ______ months before the day of withdrawal.
2. A participant withdrawing from the membership of the Partnership is reimbursed for the cost of his share in the common property of the Partnership, determined on the day of withdrawal. By agreement with the other participants, the share in the common property of the Partnership may be returned in kind.
3. A participant withdrawing from the membership of the Partnership is obliged to compensate the other participants for the losses caused by his withdrawal.
4. A participant has the right to transfer his share in the common property of the partnership to any other participant or a third party with the consent of the other participants.
5. Participants of the Partnership enjoy the pre-emptive right to acquire the transferable share in the common property of the Partnership.
Article 6. Termination of the Partnership
1. The partnership is terminated, and this agreement becomes invalid in the following cases:
expiration of the partnership, or
– achieving the goals of joint activities specified in Article 1 of this agreement;
- by agreement of the participants of the Partnership;
- if the number of participants in the Partnership is reduced to one;
- in other cases provided for by civil law.
Article 7 Final Provisions
1. In case of non-fulfillment or improper fulfillment of their obligations under this agreement, the participants shall be liable in accordance with civil law.
2. All disputes and disagreements that may arise in connection with this agreement will be resolved through negotiations between the participants. In the event that disputes and disagreements are not resolved through negotiations, they are subject to resolution in accordance with applicable law.
3. From the date of conclusion of this agreement, all previous correspondence, documents or materials of negotiations between the participants on issues that are the subject of this agreement become invalid.
4. Any changes and additions to this agreement are valid only if they are made in writing and signed by duly authorized representatives of the parties.
Annexes to this agreement form its integral part.
5. In cases not provided for by this agreement, the Civil Code of the RSFSR shall apply.
6. This agreement is concluded in the city of Moscow, in _______ copies, one for each of the parties and comes into force from the moment of its signing.
8. Legal addresses and bank details of the parties
Participant 1 ___________
Participant 2 ___________
Participant 3 ___________
Signatures of the parties:
Participant 1 ________ M.P.
Participant 2 ________ M.P.
Participant 3 ________ M.P.
According to the Civil Code of the Russian Federation:
2. Business partnerships and companies
1. General Provisions
Article 66
1. Business partnerships and companies are recognized as commercial organizations with the authorized (share) capital divided into shares (contributions) of the founders (participants). Property created at the expense of contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activity, belongs to it by the right of ownership.
In the cases provided for by this Code, a business partnership may be created by one person who becomes its sole participant.
2. Business partnerships may be created in the form of a general partnership and limited partnership (limited partnership).
3. Business companies may be created in the form joint-stock company, limited or additional liability companies.
4. Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and (or) commercial organizations.
Citizens and legal entities may be participants in economic companies and contributors in limited partnerships.
manage their share in the common property. In particular, the debtor
a simple partnership is not entitled to set off his claim to one of
Comrades. Just as a Partner is not entitled to set off claims to his debtor
simple partnership to the latter.
14. Income received as a result of joint activities,
acquired property and manufactured (purchased) products
recognized as common property
15. Contributions of Partners (clause 6) and everything acquired as a result
joint activity property (clause 14) constitute common property
Comrades.
16. Accounting for the common property of the Partners
is assigned to Tort LLC.
17. All cases of a simple partnership are resolved by voting according to the scheme:
the value of his contribution, namely: "Cake" - five votes, Ivanov - four
No decision is made
would be one comrade;
accepted and the issue is closed.
Only if there is new, additional, updated information
18. Partners are prohibited from entering into transactions as on behalf of a simple
partnership, and on its own behalf in the interests of a simple partnership,
if they were not the subject of preliminary consideration or they are not
a decision was made (for the consequences, see paragraph 27).
19. Partners are forbidden to conclude on their own or someone else's behalf, for
one’s own or someone else’s account transactions similar to those entered into by a simple partnership
(consequences of item 27).
20. A partner who has made any transactions in the general interest or
actions in respect of which his right to conduct the business of the Fellows was
protocol is limited, may require compensation for the
own account of expenses, if it proves that there were sufficient grounds
believe that these transactions or actions are necessary in the interests of all
Comrades.
Partners who suffer losses as a result of such transactions or actions,
entitled to claim their compensation.
21. Conducting general affairs of the partnership (correspondence, conclusion of contracts
signing documents, etc.) is assigned to Sidorov, whose
powers are certified by a notarized power of attorney issued by
to him by other comrades.
22. This clause of the Agreement certifies the right of the other two Partners
without a power of attorney in the absence of Sidorov for more than one working day
(illness, state duties, business trip, etc.) within the scope of his competence
conduct common business.
To avoid disputes, if it turns out that Sidorov was absent
less than one working day, the transaction concluded by the Partners is recognized
real, since if Sidorov were absent for more than one
working day.
23. Comrades have the right to get acquainted with all documentation at any time
for doing business. Denying or limiting this right, including
agreement of the Partners, is not allowed.
24. For the purpose of concentration of forces, means and time Comrades
have agreed for the period of the Treaty that they (each
or in collusion) undertake to refrain from entering into contracts,
similar to this one (by name).
25. The comrades agreed to refrain in front of third parties from
critical remarks regarding each other on the main activity
26. For all general obligations, regardless of their basis
occurrence The comrades shall answer in solidarity.
27. A partner who has violated clauses 18, 19 of the Agreement is obliged voluntarily or
by decision of the Comrades:
Compensate for the loss caused to the Partners;
Or pass simple partnership all purchased from
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