How to conduct a joint business. Joint business: all the pros and cons that must be weighed before opening. Disputable issues of recovery of funds invested in joint business
Being an organizer of joint purchases is a business. In 2013, the tax service recommended that such entrepreneurs register as individual entrepreneurs and make a profit legally.
In 2018, small organizers may be recognized as self-employed citizens. Changes in the tax code are now being discussed in the Government of the Russian Federation. If joint purchases fall into the list of self-employment, the organizers will be able to work legally on an inexpensive patent without hiring employees.
While there are no changes, register as an entrepreneur. From this article you will learn what form of taxation to choose for a novice individual entrepreneur, what to take on the first visit to the tax office and how to make the business as profitable as possible for yourself.
IP registration: how much money do you need
Opening an IP costs 800 rubles. This is the size of the stamp duty. You can pay it online or at any bank. There is no commission.
Sberbank allows you to pay the state duty around the clock at an ATM in cash or by card. To do this, use the "Payments" item of the ATM start menu and follow the instructions. The system will ask for your passport details, TIN and details of the local tax office. Get to know them ahead of time.
Checks issued by Sberbank can be brought to the tax office instead of a payment receipt. If you use the services of another bank, there is a service on the website of the Federal Tax Service that will allow you not to enter data manually.
How to generate a receipt
IP registration: where to go and what documents to take
You can register in three ways: bring an application in person to the tax office at the place of registration (if you do not have a residence permit in your passport, check with the Federal Tax Service how to register at the place of residence), submit documents through the MFC or, if you are the owner of the certificate electronic signature, use the internet.
What documents are needed to register a sole proprietorship
- Copy of all pages of the passport. If you take the original with you, duplicates will not have to be certified by a notary.
- Application form R21001. It can also be generated automatically through the program developed by the Federal Tax Service, which you need to download and install on your computer.
- Receipt for payment of state duty. If you paid online, get it at the bank.
IP registration: which codes to choose
OKVED codes (All-Russian classifier of species economic activity) - the types of business that you plan to do. To specify the correct data in the application, first decide on the principle of working with clients. The same principle will help you choose the tax base - the amount of which you will pay part of the state.
If you are going to work under a standard sales contract without specifying the amount of the markup in it, then you will be considered seller. By offering your services as an intermediary between the online store and the buyer for a predetermined fee, you become agent.
OKVED codes and their meaning
IP registration: what then
Registration takes 3 business days. After that, you will receive an extract from the Register of Individual Entrepreneurs (EGRIP) in your hands. Being included in this list means that you have responsibilities. From the date of registration, you must make insurance contributions to the pension fund (PFR) and the fund of the compulsory health insurance system.
The amount of these payments depends on the form of taxation. Decide on her first.
What taxes does a sole proprietor pay?
When registering an individual entrepreneur, by default it falls into the general taxation system. This is an unprofitable and inconvenient combination of personal income tax, VAT, property tax and other fees. The system requires monthly financial reports and flies a pretty penny even with zero income.
To change the tax system, you need to apply within 30 days. It is advisable to do this right at the time of registration of the IP, so as not to forget and not wait until next year.
It is better to switch to the simplified taxation system (simplified taxation system). “Simplified” is a relatively easy tax burden for a novice entrepreneur, since the system is designed specifically for small and medium-sized businesses with an annual income of less than 150 million rubles.
Depending on the type of simplified tax system chosen, the rate and amount of tax will be different.
How to reduce tax
"Simplified" allows you to reduce tax on the amount of insurance premiums. Deductions are fixed only for entrepreneurs on the simplified tax system who do not have employees.
In 2017, their amount is 27,990 rubles, the payment deadline is until December 31 of this year. If you did not register at the beginning of the year, the amount will be less - calculate how many months you are in IP status, and multiply the result by 2,332.5 (this is the twelfth of 27,990 rubles).
With income over 300,000 rubles per year, 1% of the amount above this bar will be added to the contribution. For example, if you receive 325,000, the contributions would be: 27,990 + 250 = 28,240, where 250 = 25,000 × 1%. The entrepreneur must pay an additional one percent of the contribution no later than April 1, 2018.
With the quarterly payment of part of the insurance premiums, the tax under the simplified tax system will decrease by the amount paid in the tax period. That is, if in the first quarter of the year you pay a contribution of 5,000 rubles, and the tax (advance on the simplified tax system) for this period is 15,000 rubles, you will need to pay only 10,000.
How to open a bank account profitably
An individual entrepreneur cannot conduct business settlements through a regular bank card. The Central Bank of the Russian Federation determined this in 2014. You will need a checking account. Its maintenance is more expensive than the maintenance of an individual's account, and the bank charges a commission for cash withdrawals. However, a checking account provides a businessman with a number of advantages.
What is a good checking account
- Allows you to quickly pay all non-cash bills and taxes without claims from the bank and the Federal Tax Service.
- Does not require special reporting.
- Account maintenance expenses can be indicated as expenses under the simplified tax system “Income minus expenses” and reduce the tax base.
When choosing a bank, pay attention to the cost of maintaining an account, the availability of an Internet bank and working conditions: the rules for transferring funds, the time for making payments and the size of the commission. There are profitable offers on the market that allow you not to pay for its maintenance for the first six months and with zero profit.
What to remember
- It is necessary to register as an individual entrepreneur. Without it, your work will be illegal.
- You must register where you are registered. You should take your passport and a copy of it, a standard application and a receipt for payment of the state duty to the office.
- The most convenient taxation scheme for individual entrepreneurs is “simplified”. It has 2 forms: "Income minus expenses" and "Income". The choice depends on the type of work of the entrepreneur.
- Study the offers of banks before opening a current account. Then you can save tens of thousands of rubles on servicing your card.
- An individual entrepreneur has responsibilities: taxes, pension contributions and a contribution to the compulsory medical insurance system fund. Make insurance premiums in installments to reduce tax.
- It is impossible not to pay taxes and contributions. This is punishable up to a criminal case.
With partners? This question is perhaps the most important and, at the same time, the simplest. The most important for the simple reason that its future fate largely depends on the form of organization of a partner small business. Well, simple because there is not much choice. But, nevertheless, a lot of novice business partners make a mistake in the form of organizing their business.
Introduction.
Before the future, the question will certainly arise - in what form to register your business? This question is important, and the fate of the business being created depends on the correctness of its solution.
Let me remind you that there are several forms of registration and business organization. These are: IP - individual entrepreneurship, LTD or LLC - a limited liability company. We will not consider other forms of business organization, because they usually have nothing to do with small businesses. So, which is better for - IP or LLC. I will not, within the framework of this article, analyze all the advantages and disadvantages of forms of business organization. I will consider them only from the point of view of organizing a partner business.
First of all, consider the organization of a partner business in the form of an individual entrepreneur. There are two partnership options in this case.
First option- 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. It is he who will answer to the state authorities if something is wrong in business. It is he who will be the debtor of the tax authorities, suppliers, creditors in case of unprofitability of the business. Moreover, his liability is not limited to the property of the business, but also to his personal property. His personal car, and personal property, and even an apartment can be confiscated from him in payment of debts. Well, unregistered co-owners do not bear any responsibility to anyone, perhaps only to their own conscience.
But the unregistered partner (partners) also risks. After all, only an officially registered partner has all the rights to business. And in the event of a quarrel between partners or their desire to divide the business, problems are inevitable. After all, the only legal owner of the business, and, of course, the owner of everything that is in the business, is the first partner. And the second has no rights and cannot prove his participation in the business.
Can an unregistered partner protect himself. Formally, it is possible to secure the money invested in business. It is necessary to draw up a loan agreement, according to which he lends money to the official owner of the IP. And in the event of a divergence of partners, this agreement can help him return the amount invested in the common cause. But he will not be able to return his part of what the business has earned (if it is successful).
As you can see, the risks of all partners are quite high, and I strongly do not recommend using this partnership method if you create a small business with partners.
Small business with partners in the form of IP.
Second option- each of the partners draws up their IP and then they conclude a simple partnership agreement with each other. This option significantly reduces the risks of partners and is quite widely used in practice. Its essence boils down to the fact that each of the partners registers its own IP. And then they create a single business by signing an agreement on joint activities. In this agreement, the parties prescribe the rights and obligations of each of the partners. Details of the partnership agreement can be found in. This option is in many ways similar to the creation of an LLC by two or more partners, without opening a legal entity.
The advantages of this option seem to be obvious: each of the partners has an independent business; income and expenses are divided depending on the contribution of the parties; in the case of a division of the common business, everyone can remain an individual entrepreneur with his share of the common business.
But there are a lot of disadvantages in this variant as well. After all, each of the partners must have their own reporting. And, besides this, it is necessary to conduct general reporting of the entire business. And in the case of, for example, the implementation of one project, all income and expenses for its implementation should, in proportion to the participation of each, be divided among the partners. This is quite difficult to do with different proportions of partners. A significant drawback is that each of the partners can very easily get out of such a business. Just leave with your share and with the equipment recorded on his IP. And this can lead to the closure of the entire business.
These shortcomings are so significant that I believe that such a small business with partners is not entirely justified.
Partnership business in the form of LLC.
I consider the formation of an LLC to be the most acceptable option to create a small business with partners. In many cases, this may be the only correct option. The very organizational essence of the LLC provides for the elimination of many problems for partners.
Firstly, the registration of an LLC allows you to prescribe in the constituent documents the main parameters of the relationship of co-owners: the share of each of the partners in the common business, the distribution of profits between them.
Secondly, the LLC organization provides legal protection of the rights of each co-owner.
Thirdly, partners in an LLC are proportionally responsible for everything that happens in their business. But, with rare exceptions, they are not liable with their personal property.
Fourthly, all LLC activities, including financial ones, are completely transparent for all partners, and each of them can track the state of the business at any time.
Fifth, none of the partners can simply leave the LLC. There are legal procedures for this. This gives the remaining partners time to make informed decisions about how to continue the business and, if necessary, patch up the holes in the business.
Sixth, it is much easier for an LLC to enter into partnership agreements with other firms, especially large ones, than with a business organized through a simple partnership agreement.
Seventh, LLC must pass all cash flows through a bank account. This disciplines the financial activities of partners and its transparency. Disciplines the activities of partners and the need to print on most LLC documents.
Eighth, maintaining an LLC can be more economical than using a business created through a simple partnership agreement for a partnership. Especially if there are more than two partners. After all, each individual entrepreneur should have an accountant, and in an LLC there will be one. Other organizational duplications will also be excluded.
The disadvantages of doing a small business with partners through an LLC, I would only include the more complex and costly registration and closing of a business.
Many people think that maintaining an LLC is more expensive. But even in an LLC, with proper financial management, you can significantly save on taxes, on maintaining bank accounts, and on other expenses.
Conclusion.
As it is easy to see from the above, small business with partners, in my opinion, is best organized through the creation of an LLC. But at the same time, we must not forget that simply organizing an LLC will not solve all the issues that arise when doing business together. Only a well-written, in addition to registration documents, agreement between partners will avoid many problems in the future.
Registering an IP is much easier than creating an organization in a different form. But what if two people are involved in the business, and none of them wants to risk their investments? In this case, you can open an IP for two. At the legislative level, this possibility is not provided, but it can be implemented.
The need for a joint business? Is it possible to open an IP for two?
Usually the need to run a business for two arises when two people have invested in one business and both want to have some kind of insurance. One business for two has several attractive sides:
- each participant needs to invest only a part of the starting capital;
- distribution of financial risks for two;
- less expenses for hired labor (both partners can work at the initial stage);
- twice as many ideas and good connections;
- mutual support (the factor is more psychological).
Making an IP for one of the business participants means that the second one trusts him completely with his invested funds. Today, people prefer not to take risks like that, even if close friends or relatives are involved in the business.
If we take into account the legislation, then IP means the registration of one person, and therefore it is impossible to issue an IP for two. To register one business for several people, you need to create an LLC. IP attracts with lower costs and ease of doing business, so entrepreneurs seek to simplify their activities in this way.
Joint business options
There are several possibilities for organizing a joint business. Each direction is distinguished by its strong and weak features and design features.
IP for one of the partners
Subject to the trust of both parties, IP can only be opened for one partner. This informal partnership has certain advantages:
- IP registration is very fast and simple: this form of business requires a minimum package of documents;
- registration of IP is beneficial in terms of taxes: for example, you do not need to pay property tax;
- simplified bookkeeping: an individual entrepreneur is not required to open a bank account;
- the second partner can get a job officially;
- two people are invested in one business, that is, each of them bears less expenses;
- no authorized capital is required;
- this option is attractive if one of the partners is a civil servant who cannot conduct business at the legislative level;
- ease of liquidation: if you need to close an IP, then it is much easier in comparison with other forms of doing business.
The main disadvantages of such an informal partnership based on trust include:
- the risk that the person who issued the IP decides to appropriate all the profits for himself - this is his official right, therefore, at the legislative level, the affected partner will not be able to do anything;
- the reverse side of the coin, possible if the business fails. Liability in this case lies with the party that issued the IP. In this situation, not only the money invested in the business and the purchased materials and equipment may suffer, but also the personal property and finances of the entrepreneur. An unscrupulous partner may not participate in covering losses, losing only the amount invested earlier;
- another unpleasant, but possible situation is the death of a partner who issued an IP. In this case, the business passes to his heirs, among whom there may not be a trusted partner.
With such trusting cooperation, a partner who is officially out of work can insure himself. This is done through the execution of a loan agreement. Thus, it will be documented that the informal partner has invested his funds. It is better to draw up a loan agreement for large investments. Smaller transactions with finances can be issued by receipts. Be sure to keep all these documents, which must be in writing - in the event of a broken trust relationship, they will help you get your money back.
Opening an IP implies choosing a taxation system among:
- UTII;
- general taxation;
- patent activity;
- unified agricultural tax.
When registering an IP for one of the partners, it is important to think over and evaluate all possible risks. It may be worth going the other way, but to protect yourself legally.
Read more about how to open an IP on your own -.
Two individual entrepreneurs and a partnership agreement
There is an option when both partners can create an IP. In this case, each of them must register separately, and then they must use the partnership agreement together. In another way, such a document is called a joint activity agreement. This option is being considered by the civil code (described in detail in article 1041).
To conclude such an agreement, both parties must be registered as an individual entrepreneur or a commercial organization. There are many benefits to this collaboration:
- the design is quite simple and takes a little time;
- it is possible to materially evaluate the contribution of each participant - such an assessment is made by agreement of the parties;
- when determining the amount of the contribution, it is possible to take into account not only property, but also business reputation, professional knowledge and skills;
- both partners are fully involved in the business;
- if the joint activity needs to be terminated, then both participants remain independent units and can continue their business separately;
- division of profits in proportion to the invested funds;
- risk protection: in case of bankruptcy, both parties will have to answer, that is, none of the partners will be able to evade responsibility.
This partnership also has some disadvantages:
- each partner needs to keep separate records, and not only for individual activities but also by joint;
- the need for accounting and tax accounting in two areas of activity;
- there are some nuances in accounting that are incomprehensible to beginners, as well as some taxation issues;
- the need to report on the activities of the partnership .;
- expenses increase in comparison with the costs of maintaining one individual entrepreneur: when opening two individual entrepreneurs, double taxation occurs.
It is important to know some of the nuances of drawing up a simple partnership agreement:
- such partnership is not considered a legal entity;
- it follows from the previous paragraph that the partnership is not a taxpayer. Paying taxes is the obligation of every comrade; the calculation is carried out in proportion to their shares or they provide for a different procedure in the contract or other agreement;
- the type of joint activity must be indicated in the agreement, since it is precisely this that is the purpose of concluding such a partnership;
- a simple partnership cannot be created by UTII payers, as well as the simplified tax system with the object "income" in terms of taxation;
- joint venture operations are conducted by one of the participants.
A partnership agreement between two individual entrepreneurs is the only legal option for conducting a joint business without creating a legal entity, but it is important to understand some of the intricacies of taxation and accounting.
Ltd
One of the best options for a joint business is an LLC. The benefits of this partnership are clear:
- more available activities, for example, selling alcohol;
- the specifics of the constituent documents: the share of each participant must be prescribed in the authorized capital;
- the liability of each founder is limited by its share in the authorized capital;
- profit is distributed among the participants;
- legal security.
There are some downsides to choosing an LLC. The main disadvantage is the cost of opening. Registration of IP requires less funds.
Accounting for an LLC is an order of magnitude more complicated than for an individual entrepreneur. In addition, opening an LLC will require more documentation, which means more time will have to be spent. Read more about what is better and more profitable to open - IP or LLC -.
It is impossible to open an IP for two by law, but there are options for getting out of this situation. It is important to evaluate all aspects of each of the partnership options and choose the best path for yourself. In any case, it is worth considering the risks - even the strongest friendship or family can collapse, so you should always think about your financial and legal security.
Get a lawyer's answer in 5 minutes
IP stands for "individual entrepreneur". According to the legislation of the Russian Federation, an individual entrepreneur is an individual registered in the manner prescribed by law and carrying out entrepreneurial activities without forming a legal entity.
Entrepreneurial activity is considered to be an activity aimed at the systematic extraction of profit. Thus, based on the meaning of the definition, we can say that IP cannot be opened for two.
An individual entrepreneur is an individual, that is, one person, and not 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 individual entrepreneur Only one individual will pass. At the same time, the second person can informally invest money, participate in business management.
This is what many entrepreneurs do, believing that in this case it will be possible to save significantly on taxes, accounting, the use of cash registers, the presence of a bank account, etc. Whether such savings will really be profitable depends on many indicators - the activity of entrepreneurial activity, its types and other points.
More important issues, in terms of two-person participation in the business, are not petty savings and ease of registration, but guarantees of security and financial responsibility of the participants. In the case of registration of one individual entrepreneur, the participant who is officially registered has all the rights to the business, and in the event of a quarrel or the need for separation, problems may arise. By law, the second participant does not have any rights to a share in the business and it will not be possible to prove his participation in it.
As practice shows, this way of doing business is chosen by relatives or close friends who trust each other and are not afraid that one of them will deceive a companion. However, everything happens in life, close relatives also quarrel.
How to protect yourself in this case? The only option may be a loan agreement between partners, as individuals. That is, the contribution of an unregistered participant is confirmed documented as a loan to a registered participant.
Receipts must be kept. This will help to return the money in case the relationship deteriorates. But even such loan agreements and receipts will not be able to fully compensate for the costs of organizing business activities incurred by an unregistered participant. It should also be remembered that a business participant registered as an individual entrepreneur also bears certain risks that will not affect an unregistered participant.
For example, if the business turns out to be unprofitable, the individual entrepreneur will pay debts within ALL of your property, which will take into account real estate, car, etc. Such risks will not affect the one who participated in the business unofficially. Thus, the described way of doing business for two can be risky and unprofitable for both parties, both a registered participant and an unofficial one.
Option 2. Both participants are registered as individual entrepreneurs and conclude a simple partnership agreement with each other
A prerequisite is that both parties are individual entrepreneurs or commercial organizations. In the case of the formation of a partnership, both individual entrepreneurs determine the amount of the contribution to the common cause, including property, business reputation, professional skills and knowledge, etc. can be taken into account. The material assessment of the contribution of each participant is determined by agreement of the parties.
What are the benefits of such a combination:
- Both individual entrepreneurs are full participants in the joint business
- In case of termination of joint activities, each individual entrepreneur can act independently
- Profit from common affairs is distributed in proportion to the contribution
However, there is also minuses. Each individual entrepreneur will be required to keep separate records for independent activities and for activities within the partnership. Reporting is also carried out in two areas of activity. Without going into the details of accounting and taxation, we note that such business management can create certain difficulties, especially for inexperienced entrepreneurs who are not yet familiar with all the intricacies of tax reporting.
Option 3. Formation of an LLC
In many cases, registering an LLC will be the best option for running a joint business.
Firstly, only LLCs have the right to carry out certain types of activities (for example, the sale of alcohol).
Secondly, the registration of an LLC allows you to prescribe in the constituent documents the share of each founder in the authorized capital and the distribution of profits between them, which means that it will protect each participant from a legal point of view.
Thirdly, LLC members are responsible under the obligations of the company only within the share in the authorized capital. The procedure for registering an LLC is somewhat more complicated than registering an individual entrepreneur and includes the mandatory preparation of constituent documents and a decision to establish an LLC, it is also necessary to open a current account and make a seal. However, for participants in a joint business, such an organizational and legal form is still more attractive and safer.
Opening an LLC will not be much more expensive than registering an IP. And in an LLC, you can save on paying taxes, on a bank account, and at the same time get a safer and more solid organization.
Doing business as a sole trader is beneficial only if the entrepreneur is truly "individual", that is, operates independently at his own peril and risk.
As a conclusion
If it is supposed to conduct a business together, then it is necessary to initially correctly draw up and register it in the manner prescribed by law. This may require a little more physical investment, but it will protect each participant in the event of an unforeseen situation, such as a quarrel, a crisis, or a desire to close the case.
The business options described above each one is good in its own way. A detailed description of the pros and cons of an IP partnership or LLC is not the topic of this article, but this information should also be studied before deciding to organize your own business. In the case of an honest and fair initial organization of the business, it will be easier and more peaceful for each of its participants to work.
