How to organize a joint business. How to open an IP for two: several options for doing a joint business
In accordance with Article 17 of the Housing Code of the Russian Federation and the Rules
use of residential premises
(approved by the Decree of the Government of the Russian Federation of January 21
2006 N 25)
It is allowed to use the premises for the exercise
activities by citizens legally residing in it, if this is not
violates the rights and legitimate interests of other citizens, as well as the requirements that
living quarters must be responsible.
The dwelling can be used by those living in it
legally by citizens (along with residence) for the implementation
professional activity or individual entrepreneurship
activities, if it does not violate the rights and legitimate interests of other citizens, but
as well as the requirements that the dwelling must meet.
The following persons have the right to use the premises:
the owner of the dwelling and members of his family;
Placement in industrial premises is not allowed.
productions.
The use of the premises is subject to
observance of the rights and legitimate interests of those living in this residential area
citizens, neighbors, demands fire safety, sanitary and hygienic,
environmental and other legal requirements, as well as in accordance with
rules for the use of residential premises approved by the authorized
Government Russian Federation federal executive body.
That is, you have the right to use the residential premises. For
impl. entrepreneurial activity subject to the above requirements.
According to Art. 30 ZhK RF
The owner of the dwelling has the right to give possession
and (or) for the use of the residential premises belonging to him on the right of ownership
citizen on the basis of a contract of employment, a contract for gratuitous use or
on other legal grounds, as well as to a legal entity on the basis of an agreement
lease or on another legal basis, taking into account the requirements established by civil law, this Code.
That is, the owner of the housing has the right to transfer the residential pom.
legal l. under a lease agreement.
Resolution of the Plenum Supreme Court RF from 02.07.2009 N
14 “On some questions that have arisen in judicial practice when applying
of the Housing Code of the Russian Federation” explains the following:
Under the use of residential premises for other purposes
proceeding from
from the provisions of parts 1 - 3 of article 17 of the Housing Code of the Russian Federation, one should understand the use of residential
premises not for the residence of citizens, but for other purposes (for example, the use
its for offices, warehouses, accommodation industrial productions, content and
animal breeding), that is, the actual transformation of a dwelling into
non-residential. At the same time, it must be taken into account that the law (Part 2 of Article 17 of the LC
Russian Federation) it is allowed to use the residential premises for the implementation
professional
activities (for example, scientific, creative, lawyer, etc.) or
individual entrepreneurial activity without transferring it to non-residential
citizens residing in it legally (including under an agreement
social hiring), but provided that this does not violate the rights and legal
interests of other citizens, as well as the requirements that a residential property must meet
premises (fire safety, sanitary and hygienic, etc.).
That is, the placement in the residential premises of the office is not
allowed. The use of residential premises is allowed. for the implementation
professional activity (legal, accounting, etc.).
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Thus, you have the right to provide a rented room. employee(s) for
residence and performance of their professions. duty
Resolution of the Chief State Sanitary
doctor of the Russian Federation dated May 15, 2013 N 26 (as amended on April 4, 2014) “On approval of SanPiN
2.4.1.3049-13 "Sanitary and epidemiological requirements for the device,
content and organization of the working hours of preschool educational
organizations" (together with "SanPiN 2.4.1.3049-13.
Sanitary and epidemiological rules and regulations...“) (Registered in the Ministry of Justice
Russia 29.05.2013 N 28564)
IV. building requirements,
premises, equipment and their maintenance
4.1. Newly built preschool facilities
educational institutions are recommended to be located in a separate building.
Buildings of preschool educational organizations can
be free-standing, attached to residential buildings, administrative buildings
and public purposes (except administrative buildings industrial
enterprises), as well as those built into residential buildings and built-in and attached to
residential buildings, public administrative buildings (except for
administrative buildings industrial enterprises).
It is allowed to place preschool educational
organizations in premises built into residential buildings, in built-in
premises (or attached), in the presence of a separately fenced area with
independent entrance for children and exit (entry) for vehicles.
4.2. Capacity of preschool educational
organizations is determined by the design task.
4.3. preschool building educational organization
should have no more than three storeys.
On the third floors of buildings of preschool educational
organizations are recommended to place groups for children of senior preschool
age, as well as additional facilities for working with children.
Group cells for children under 3 years old are located
on the 1st floor.
On land plots with complex terrain
it is allowed to increase the number of storeys up to three floors, subject to the arrangement of exits
from the first and second floors at the level of the planning mark.
4.4. When designing preschool educational
organizations, the following set of premises is provided: group cells
(isolated rooms for each children's group); additional premises
for classes with children (music room, gym, speech therapist's office and
other); related premises (medical unit, catering unit, laundry room);
office and household purposes for staff.
In existing buildings of preschool educational
organizations, it is allowed to re-equip the premises of a sports or
music halls for group cells, subject to the availability of one of them for
conducting music and physical education classes in it.
4.5. Accommodation in the basement and basement floors
buildings, premises for the stay of children and premises for medical purposes are not
allowed.
4.6. Buildings of preschool educational organizations,
may have a different configuration, including: compact, block or
pavilion structure, consist of several buildings-pavilions, separately
standing or interconnected by heated transitions. unheated
crossings and galleries are allowed only in III B climatic subregion.
4.7. When designing preschool educational
organizations, the height of the premises and the ventilation system should provide
hygienically justified indicators of air exchange.
4.8. In order to maintain the air-thermal regime in
premises of preschool educational organizations, depending on
climatic regions, entrances to buildings should be equipped with vestibules.
4.9. Space-planning solutions for premises
preschool educational organizations should provide conditions for
adherence to the principle of group isolation. Group cells for children
infants and toddlers must have their own entrance to the play area
platform.
4.10. In the building of preschool educational
organizations are allowed to equip a single entrance with a common staircase for groups
for infant, early and children preschool age- no more than
4 groups, regardless of their location in the building.
When placing preschool educational
organizations in educational institutions, in buildings of social and cultural
purpose, attached to residential buildings, buildings of administrative and
for public purposes, it is allowed to equip a single entrance to a preschool
organization without division into groups.
4.11. The group cell includes:
dressing room (reception) (for receiving children and storing outerwear), group
(for games, classes and meals), bedroom, pantry (for preparing
ready meals for distribution and washing tableware), toilet (combined with
washroom).
It is allowed to use group for organization
sleep using pull-out beds or folding beds with hard
bed.
Sleeping during wakefulness of children is allowed
use for organization gaming activity and educational
activities for the development of the main general educational program of preschool
education. At the same time, the mode of ventilation and humid conditions must be strictly observed.
cleaning: the bedroom must be wet cleaned at least 30
minutes before the children sleep, with constant airing for 30 minutes.
In the locker room (reception) for infants and children
early age up to a year allocate a place for undressing parents and feeding
infants by mothers. Bedroom for infants and toddlers up to
years should be divided by a glazed partition into 2 zones: for children
infancy and early age up to a year.
4.12. The area of the premises included in the group
cell, are accepted in accordance with the recommended area of the premises of the group
cells (table 1 of Appendix N 1).
For newly built preschool buildings
educational organizations the optimal area of group and bedrooms
recommended to be taken at the rate of the area standard per child (with
taking into account furniture and its arrangement) and from the calculation of the air exchange rate.
4.13. In preschool educational organizations for
group cells located on the second and third floors, dressing rooms
rooms for children are allowed to be placed on the first floor.
In preschool educational organizations (groups)
conditions must be provided for drying outerwear and shoes.
4.14. To limit excessive sun exposure and
overheating of the premises, it is necessary to provide for sun protection when designing
buildings and installation of windows in group rooms, bedrooms, music and
gyms, catering facilities facing azimuths 200 - 275
degrees for areas south of 60 - 45 degrees north latitude. and on azimuths 91 - 230 degrees
for areas south of 45 degrees north latitude.
4.15. Windows should be designed to
the possibility of organizing ventilation of premises intended for stay
children.
4.16. Window glazing must be
whole fiberglass. When replacing window blocks, the glazing area should
be maintained or increased. Broken glass should be replaced
immediately.
4.17. In newly built and reconstructed
buildings of preschool educational organizations with the number of pupils
more than 120, it is recommended to provide two halls: one for music lessons,
the other is for physical education. Halls should not be walk-through.
In newly constructed and reconstructed buildings
preschool educational organizations with the number of pupils up to 120 and
existing buildings, one common hall is allowed for music lessons and
physical education.
If available in preschool educational
the organization of one hall is recommended equipped sports ground for
outdoor exercise.
4.18. For physical education in
buildings of preschool educational organizations IA, IB and IG climatic
subdistricts, it is allowed to use heated walking verandas.
4.19. During the construction, arrangement and
operation of the pool for children in preschool educational organizations
sanitary and epidemiological requirements for the device must be observed
swimming pools, their operation, the water quality of swimming pools and
quality control.
4.20. When conducting classes for children using
computer technology, the organization and mode of classes must comply with
requirements for personal electronic computers and organization
work.
4.21. In existing preschool educational
organizations are allowed to have premises for medical purposes (medical
block) in accordance with the projects for which they were built.
4.22. For newly built preschool buildings
educational organizations, regardless of their capacity, it is provided
medical block, consisting of medical and treatment rooms, a toilet.
The recommended area of the premises of the medical unit is given in Table 1
Applications No. 1.
The toilet has space for cooking.
disinfectant solutions.
Medical block ( medical office) must have
separate entrance from the corridor.
For temporary isolation of sick people, it is allowed
use of the premises of the medical block (medical or procedural
cabinet).
When placing a preschool educational
organizations (or groups) on the basis of an educational organization it is possible
use of the medical block (or medical office) of this
educational institution.
When placing a preschool educational organization
(or groups) in buildings attached to residential buildings (or to buildings of administrative and
public purpose, as well as in built-in residential buildings and
built-in and attached to residential buildings, administrative and public buildings
appointments), which do not provide for a medical office, is allowed in
office of the head of the preschool educational organization
for temporary isolation of sick children, separated by a transformable
partition.
In accordance with Art. 1041 of the Civil Code of the Russian Federation, Under the contract
simple partnership (agreement on joint activities) two or more
persons (partners) undertake to combine their contributions and act jointly without
formation of a legal entity for profit or to achieve otherwise
purpose contrary to the law. The parties to the simple partnership agreement,
concluded for the implementation of entrepreneurial activity, may be
only individual entrepreneurs and (or) commercial organizations.
That is, if entrepreneurial activity, then
accordingly, an individual entrepreneur can be a party to
Simple partnership agreement.
In accordance with Art. 432 and Art. 425 of the Civil Code of the Russian Federation Agreement
shall be deemed concluded if between the parties, as required in the relevant cases
form, an agreement was reached on all essential terms
of the contract. The conditions on the subject of the contract, the conditions that
named in law or otherwise legal acts as essential or necessary for
contracts of this type, as well as all those conditions regarding which, according to
the statement of one of the parties, an agreement must be reached.
1. The Agreement enters into force and becomes
binding on the parties from the moment of its conclusion.
That is, you
entitled to establishAccording to Art. 1041-1043 of the Civil Code of the Russian Federation
1. The contribution of a comrade is recognized as everything that he contributes to
common cause, including money, other property, professional and other knowledge,
skills and abilities, and business reputation and business connections.
2. The contributions of partners are assumed to be equal in terms of
value, unless otherwise follows from the simple partnership agreement or
actual circumstances. The monetary value of the contribution of a friend is made according to
agreement between partners.
1. Contributed
comrades property, which they possessed by right of ownership, as well as
products produced as a result of joint activities and received from
such activities, the fruits and incomes are recognized as their common shared property,
unless otherwise provided by law or a simple partnership agreement or
stems from the nature of the obligation.
The property contributed by the comrades, which they possessed
on grounds other than ownership is used in the interests of all
comrades and constitutes, along with the property in their common
property, common property of comrades.
2. Accounting for common property
comrades may be entrusted by them to one of the parties to the simple contract
partnerships of legal entities.
3. Use common property comrades
carried out by their common agreement, and in case of failure to reach agreement in the manner
established by the court.
That is, the contribution of a comrade is recognized as everything that he
contributes to the common cause, including professional and other knowledge, skills and
skills, as well as business reputation and business connections. Therefore, even if there are no starting
there were no financial investments, as a result
joint activities, products and fruits obtained from such activities and
income is recognized as your common shared property, unless otherwise specified
oral agreement.
By virtue of Art.
1047 of the Civil Code of the Russian Federation Responsibility of partners in common
obligations
1. If the simple partnership agreement is not related to
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 general obligations not arising from the contract,
comrades respond in solidarity.
2. If the simple partnership agreement is connected with
occurrence.
That is, if the simple partnership agreement is connected with
implementation of entrepreneurial activities by its participants, comrades
are jointly and severally liable for all common obligations, regardless of the grounds for them
occurrence.
T akim
Thus, you should conclude a Cooperation Agreement.
when submitting
claim with the above requirement
has every chance of resolving the issue in the common favor.
I will be able to provide the service of drawing up an Agreement in
in accordance with legal requirements,
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, from the point of view of participation in the business of two people, are not petty savings and ease of registration, but guarantees of security and financial responsibility of 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 maintain separate accounting records for independent activity and 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 tax reporting.
Option 3. Formation of an LLC
In many cases, registering an LLC will the best option for joint business.
Firstly, only LLCs have the right to carry out certain types of activities (for example, the sale of alcohol).
Secondly, the registration of an LLC allows you to register in founding 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 mandatory drafting constituent documents and a decision to establish an LLC, it is also necessary to open a current account and make a seal. However, for participants in a joint business, such an organizational and legal form is still more attractive and safer.
Opening an LLC will not be much more expensive than registering an IP. And in an LLC, you can save on paying taxes, on a bank account, and at the same time get a safer and more solid organization.
Doing business as a sole trader is beneficial only if the entrepreneur is truly "individual", that is, operates independently at his own peril and risk.
As a conclusion
If it is supposed to conduct a business together, then it is necessary to initially correctly draw up and register it in the manner prescribed by law. This may require a little more physical investment, but it will protect each participant in the event of an unforeseen situation, such as a quarrel, a crisis, or a desire to close the case.
The business options described above each one is good in its own way. Detailed description the pros and cons of an IP partnership or LLC is not the topic of this article, but this information should also be studied before deciding to organize your own business. In the case of an honest and fair initial organization of the business, it will be easier and more peaceful for each of its participants to work.
Is it possible to open joint business with a friend. Why doing business together can be profitable or risky. How to draft a joint business agreement. How to conduct a joint business with a friend, wife, other relatives. About all this in order.
Why do people open a joint business
The main reason for discussing a joint business is the need for a significant investment of time, money and effort to organize your business in the first steps. Although there are other advantages of joint business. The main one is a joint investment in a new business. Everyone individually always has less money compared to joint savings.
Pros and cons of joint business
Advantages of joint business
Reduction of initial financial risks and investments. This item is attractive in that joint business allows you to reduce the amount of personal investments of each shareholder for business development.
Check your partners urgently!
Do you know that tax authorities during verification can cling to any suspicious fact about the counterparty? Therefore, it is very important to check those with whom you work. Today, you can get information about your partner's past checks for free, and most importantly, get a list of detected violations!
Reducing labor costs. Of course, personnel in business is everything. But another important factor is that employees need a salary. People need to pay money even when initially there are no sources of funding. Therefore, at the start of your business, it is important to minimize financial costs.
The most effective option in this case is to take on all the main functions together with a partner. Since, unlike an employee, an entrepreneur is always ready to work for free to establish and develop his business. However, it is not always possible to correctly and effectively solve emerging problems on your own, but with a partner it is easier.
Effective counteraction to competitors and supervisory agencies. A newly created business is quite vulnerable. It can be destroyed even by ordinary banking tax audit which can be resorted to by competitors with connections in regulatory bodies.
It is possible to resist such problems only at the expense of our more powerful ties. A lone entrepreneur is forced to rely only on his own strength and acquaintances. Collective business allows you to combine the acquaintances and connections of partners.
reinforced think tank. Sometimes there are cases of a certain entrepreneurial stupor, when a businessman finds himself in a dead end, not seeing a possible way out of the situation. In this case, the opinion of a partner who is also interested in business development can help.
Mutual psychological support. Business is not devoid of many stressful situations that can lead to stress for the entrepreneur, even provoke state of depression. Any failure negatively affects a person’s confidence, up to a state of depression. In such situations, the psychological feeling of support is extremely important - you are not alone, there is a partner nearby.
Cons of joint business
- Difficulties in business management. All partners have equal rights, everyone knows how “it is better to act in a certain situation”, and also has the principles of business process management, team leadership. At first it seems that there will be no problems with the coincidence of views of partners, you can always find a compromise. But in practice, very controversial and contradictory situations arise when companions act like a swan, cancer and pike.
- Loss of sense of ownership. Each of the participants does not feel like a 100% owner of this business. The more partners, the less sense of ownership each has.
- In the event of a collapse, it is difficult to divide assets. A joint business may fall apart, it is time to share its remains. And you will be seriously lucky if you manage to leave even at the stage of registering a business. It is much more difficult to share an established, operating business with a formed customer base, competent employees, valuable assets and a business reputation.
- Former partners can become bitter enemies. Money leads to serious hostile disputes. Therefore, it is better to think again before starting a business with a relative or friend. Better think about working with strangers to stick with just business relations without familiarity.
- The joint business is bound to fall apart. Practice confirms that at some point the joint business ceases to exist. It is possible for the company to work successfully for 5-10 years, but then it falls apart or becomes the property of one person.
Where to look for a partner for a joint business
- Among good friends. Don't confuse them with close friends. With the latter, it is categorically impossible to do business.
But with friends you can start a joint business. Namely, these are people with whom you somehow intersect in life, occasionally contact and communicate, but do not have close friendships. They are nice to you, the relationship is positive. With them, you can maintain the distance necessary for effective work, but close friendship is detrimental to business.
- In the Internet. In today's dynamic world, you can use the Internet, there are many places available to find like-minded people and potential partners to start a future project.
1) Business forums - there are a lot of such sites interesting people willing to share experiences and advice.
2) Thematic forums dedicated to a specific field of activity.
4) Blogs of entrepreneurs.
– Among active people involved in network marketing. There are a lot of intelligent and promising specialists in the field network marketing. They have already confirmed their desire and readiness to do business in practice - they quit their jobs, learn from their consultants, look for clients, improve results, etc.
This involves people with a fairly active lifestyle - you can easily find a suitable companion. To do this, you can get a job with them, after a month you can leave and take a worthy companion with you.
- Your director can become a partner. It is possible that you offer your boss a partnership. After all, he has solid experience, a distance is maintained between you. If you have a decent idea, the boss feels the potential in you, it is likely that you will start a joint business. But a successful partnership is possible with a liberal leader. But in the case of an authoritarian boss, you will always be perceived by him as a subordinate, constantly pressing and insisting on your decisions.
– Among specialists from the field of your future business. Other interesting option is to establish cooperation with specialists with excellent ability to understand the chosen industry.
How to choose a partner for a joint business
A partner cannot be a relative or friend. The most common mistake made by aspiring entrepreneurs is to start a joint project with close friends or relatives. It is widely believed that such people can be completely trusted. But it is important to take into account that in business people work under a contract, everyone takes on certain obligations.
It must be the leader. Companions lead future project so everyone should be a leader. Since everyone has to work on the development and promotion of their project, to be the driving force.
Entrepreneurial qualities. The future partner should be a real entrepreneur, have everything necessary qualities. An important condition, because without an entrepreneurial streak, a business will quickly collapse.
The proximity of companions in philosophy and mentality. It is important for partners to understand each other easily and quickly. They should be united by much in common, making companions a real team. The importance is also given to similarities in life principles, mentality, etc. But do not confuse these qualities with ordinary friendship.
Good connections, the ability to establish them. After all, connections are essential for business success. The corruption of officials and the imperfection of legislation sometimes lead to conflicts and lawlessness on the ground.
Financial stability. In any business, there are some risks, including financial. Among other things, debts and loans from one of the partners can lead to consequences for the business.
Willingness not only to take, but also to give. An important psychological nuance that can tell a lot. Watch your potential partner. Attention deserves his readiness to actually provide some assistance, to take on the performance of not the most pleasant work. After all, business is considered a constant compromise between the parties, with high dedication and investment in joint success.
What Should Be Included in a Joint Business Agreement?
Sum start-up capital contributed by each partner. When starting a business, entrepreneurs make an initial investment. Sometimes equal amounts are provided, and in some situations the amounts may be different. Be sure to document the initial investments of the parties.
Shares of the value of the company (as a percentage) belonging to each partner. Each party should be assigned a percentage share of the business. It refers to percentages, not exact amounts. After all, with the development of a business, its value will increase, and let's not forget about the impact of inflation.
Functional responsibilities each partner. It must be taken into account that a business partnership implies an equal status for the owners. Therefore, finding a companion for computer games may be threatened with punishment. After all, he is the same director as you. Therefore, it is necessary to conclude an agreement with a clear indication of who and what part of the work should be performed.
Responsibility for poor performance or non-performance of duties. Assign responsibilities - correct condition, but, in addition, it is also necessary to agree on the punishment for failure to fulfill these obligations - for example, in the form of a fine, deprivation of part of the profit, etc.
Profit distribution. Sometimes disputes arise immediately after receiving the first profit. In order to avoid disputes over the distribution of business, it is necessary to regulate the conditions and mechanism for distributing profits by contract.
Decision-making mechanism. In a joint business, decisions are made by all owners. Therefore, it is recommended to supplement the contract with a clause reflecting that decisions in the company will be made unanimously. Although it is possible to establish more democratic options, depending on the situation - for example, more than half of the votes.
Right to sign. There is a subtle nuance here. After all, people are different. You start a business with one person in whom you are completely confident. But years later, it already becomes different, there may be doubts about decency. Will he sign any important documents whether to sell shares of the company. Therefore, it should be noted that the contracts must indicate the signatures of all partners on responsible documents.
Ways of pre-trial settlement of conflicts in business
Sergey Palkin, Head of the Center for Mediation and Resolution of Commercial Conflicts, Ardashev & Partners
Arbitration court. The parties to the conflict turn to the mediator, who is the arbiter. If the parties have not reached an amicable agreement, the arbitrator has the right to adjudicate the dispute that has arisen in arbitration - with a decision that is binding on both parties and is not subject to appeal in court.
Mini court. The dispute is resolved with the participation of corporate executives, company lawyers and a third independent person who presides over the hearing. Prior to the mini-trial, the parties usually informally exchange the main evidence, documents, a brief written statement of the evidence, the essence of the case under consideration. Also, by mutual agreement, the parties determine the timing and format of the mini-trial.
Private judiciary, or "judge for hire". A variety of pre-trial proceedings for resolution different types disputes with the help of judges who have retired, for a rather high fee. They have the right not only to reconcile litigants, but also to make a decision binding on both parties. An experimental form of conflict resolution, used today only in jurisdictions that have legalized it.
As withleave an agreement on the division of a joint business
The joint business division agreement is necessary condition. This document should be drawn up and signed before starting a common business. At the very beginning of the partnership, an ideal relationship awaits you, so you can quickly find “common ground” on all points of this agreement.
– Derivation of the formula for estimating the value of the company. You can calculate the assessment of the company's image, personnel. It is better to turn to analysts and economists. In the case of a business division, you can make sure that this money was not spent in vain.
– Conditions for the exit of the partner from the business.
- What does the partner take when leaving.
– Inheritance of a share. Usually a joint business is built over the years, but anything can happen in life. Therefore, regulate the principle of inheritance of the share of the participant by his relatives in the contract, stipulating their rights to manage the company.
- Mechanism for the sale of the company. Sometimes the parties decide to sell the business. If the sale mechanism has not been agreed upon, various difficulties may arise - for example, one is ready to sell a share only at full cost, and the second is much cheaper. And the second one declares - I'm selling my share, and you yourself resolve issues with the new owner.
- Terms of business liquidation. Sometimes even with all the efforts to sell the business fails. The only way out is the liquidation of the business and the division of assets. Therefore, it is important not to forget to indicate the conditions for the liquidation of your company in the main contract.
If you decide to sell your share in the business
Alexander Zhitnich, partner of the company "Personal tax management", Moscow
If you are planning to sell a share of the business, then you will necessary procedures. I recommend checking certain points:
Company charter. The first thing that deserves attention. You need to check how the document regulates the conditions for the sale of shares. Several situations are possible in this regard:
Sale is permitted and / or requires the consent of the founders. In this case, it is necessary to send a notice to the co-owners about their desire to sell part of the share. It is necessary to specify the terms and price in this notice. Participants within 30 days can exercise their pre-emptive right to buy.
Sale prohibited. You will not be able to sell a share to a potential partner or other outsiders. The action plan depends on your goal.
If you plan to appoint a new manager, the only option is to convene an extraordinary meeting of the company's members with the issue on the agenda. After all, you do not have the right to take this decision without obtaining consent from partners.
If you are looking to raise money by selling a share, there is such an opportunity. However, this requires at least one of the following conditions to be met. The first is the refusal of the co-owners to purchase a share and / or no consent was given to the sale. Second, if a decision is made by majority vote big deal, however you objected. In such a situation, you will have to draw up an application for withdrawal from the membership of the company. Your share will go to the company and you will be given its value.
But the following nuances should be taken into account:
– is the share under pledge; if the share was used as a guarantee for a bank loan, then the consent of the bank is required to complete the transaction.
- were you married at the time of the purchase of the share; if they were married, then the share will be regarded as jointly acquired property, the consent of the spouse for alienation is required.
If the partners of the joint business are husband and wife
Family joint business - the main advantages and disadvantages
Joint interests;
Support. After all, a team is created to run a business, sometimes it’s not easy to cope on your own;
Confidence. Understanding that this person can be relied upon;
Lack of masks. We know our relatives better, we understand their reaction in a state of conflict, stress, etc.
Everything in the family. The joint business of the spouses will make it possible to achieve savings on personnel, on paying money to a third-party partner;
- "I'm tired". Spouses spend too much time together at home and at work, there may be a lack of personal space and time;
- "I want love". Being together for too long can lead to a sexual chill in the relationship. The couple is so passionate about joint business affairs that it is difficult to return to normal.
A few rules for joint business
Define and maintain a clear division of responsibilities.
You have to remember that you are a team. Participants do not need to compete within the team, only the other team should be challenged.
Don't forget about breaks. Set aside a day during the week when you can spend time with each other and family.
Learn to switch off from everyday problems and routine, surrendering to feelings. Show your imagination, provide an appropriate atmosphere, setting a mood that promotes relaxation and pleasure from communication.
Suggest, but don't teach.
Act as an adviser, not a judge.
The family business is more sustainable than any other
Larisa Fedorova, co-founder of Media Trade
The PwC survey “Private and Family Business: A Robust Model for the 21st Century” confirms that 63% of respondents representing family businesses believe that they have a more entrepreneurial spirit. And with a larger business development, this statement is more true.
The main factors for the stability of such a business are trust and family ties. If, in a critical situation, partners can simply divide the company and run away, then relatives try to avoid a critical conflict and solve the problem.
Usually, the leaders of such companies are more responsible in creating jobs and choosing employees. In difficult times, more than others try to keep employees, including third-party specialists. Also noteworthy is a strong corporate culture, a value system in companies where relatives work.
Information about authors and companies
Larisa Fedorova, co-founder of Media Trade. Family business owner. Conducts individual training in Internet marketing and promotion on the Web, consults in the field of increasing sales in small and medium-sized businesses. Author of books and publications in specialized media on Internet marketing and sales.
"Media Trade" specializes in the organization of distance training and education. Founded in 2009. Staff - seven employees. Official site - en.discret.com
Alexander Zhitnich, partner of the company "Personal Tax Management", Moscow. Partner of the company "Personal Tax Management", Moscow.
"Personal Tax Management". Field of activity: tax consulting. Number of staff: 12.
Sergey Palkin, Head of the Center for Mediation and Resolution of Commercial Conflicts, Ardashev and Partners. Graduated from the Ural State Law Academy. Mediator, lawyer (for 14 years of practice - dozens of concluded amicable agreements), director of the Conflict Resolution Center, head of the NP "League of Mediators" representative office in Yekaterinburg. Ardashev & Partners was founded in 1995 in Yekaterinburg. Specializes in providing legal and consulting services, professional protection of private property, assets and business, resolution of managerial and economic disputes. Official site - www.ardashev.ru
With partners? This question is perhaps the most important and, at the same time, the simplest. The most important for the simple reason that its future fate largely depends on the form of organization of a partner small business. Well, simple because there is not much choice. But, nevertheless, a lot of novice business partners make a mistake in the form of organizing their business.
Introduction.
Before the future, the question will certainly arise - in what form to register your business? This question is important, and the fate of the business being created depends on the correctness of its solution.
Let me remind you that there are several forms of registration and business organization. These are: IP individual entrepreneurship, LTD or LLC - a company with limited liability. We will not consider other forms of business organization, because they usually have nothing to do with small businesses. So, which is better for - IP or LLC. I will not, within the framework of this article, analyze all the advantages and disadvantages of forms of business organization. I will consider them only from the point of view of organizing a partner business.
First of all, consider the organization of a partner business in the form of an individual entrepreneur. There are two partnership options in this case.
First option- execution of all IP documentation for one of the partners, and the other partner (or partners) are the unspoken co-owners of this.
I want to say right away that I am not a supporter of such partnerships. Moreover, I think this way for real business is unacceptable. Although many young entrepreneurs are trying to go this way. The ostensible benefits of ease of registration, ease of reporting, and the possibility of a small reduction in taxes are very attractive to them. The disadvantages of this option are not immediately visible, but they are so significant that they outweigh all the visible benefits many times over.
And the main drawback is the completely unjustified risks of partners. And the risks of all.
First of all, the partner for whom the IP is registered is at risk. He will be responsible for government bodies if there is something wrong with the business. It is he who will be the debtor of the tax authorities, suppliers, creditors in case of unprofitability of the business. Moreover, his liability is not limited to the property of the business, but also to his personal property. His personal car, 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 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 general business, the distribution of profits between them.
Secondly, the LLC organization provides legal protection 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. For this, there are legal legal procedures. This gives the remaining partners time to make informed decisions about how to continue the business and, if necessary, patch up the holes in the business.
Sixth, it is much easier for an LLC to enter into partnership agreements with other firms, especially large ones, than with a business organized through a simple partnership agreement.
Seventh, LLC must skip all cash flows through a bank account. This disciplines the financial activities of partners and its transparency. Disciplines the activities of partners and the need to print on most LLC documents.
Eighth, maintaining an LLC can be more economical than using a business created through a simple partnership agreement for a partnership. Especially if there are more than two partners. After all, each individual entrepreneur should have an accountant, and in an LLC there will be one. Other organizational duplications will also be excluded.
The disadvantages of doing a small business with partners through an LLC, I would only include the more complex and costly registration and closing of a business.
Many people think that maintaining an LLC is more expensive. But in an LLC, with proper management financial activities, you can significantly save on taxes, and on maintaining bank accounts, and on other expenses.
Conclusion.
As it is easy to see from the above, small business with partners, in my opinion, is best organized through the creation of an LLC. But at the same time, we must not forget that simply organizing an LLC will not solve all the issues that arise when doing business together. Only a well-written, in addition to registration documents, agreement between partners will avoid many problems in the future.
Business is partnership. And you most likely have partners: after all, it is not easy to raise a case alone.
But when you create a business, you think first of all about interaction with external conditions: clients, tax, "flowing" financial flows ... and little - about internal interaction- with partners. We do one thing, we will work together ... I suppose.
The deceptive irrelevance of this topic has already ruined more than one business.
Yes, we live in Russia, it is customary for us to trust “our own”, and other attempts to officially negotiate with friends are perceived as a betrayal of friendship. But do not confuse different social roles: friends and partners.
Today we will talk about how to behave so that partnerships are strong and internal disagreements do not ruin your business.
"On the shore"
The first rule is to think three times before doing business with friends. Yes, things can go great. But maybe vice versa. Do you need it? Is it worth risking friendship (and there is a risk, believe me!) In general, it is up to you to decide, but it is necessary to think before making a decision.
If you decide - try to agree on everything that you can "on the shore" (and this, of course, applies to business not only with friends). Decide as clearly as possible who is responsible for what. Speak out who is in charge of you - be sure! Who makes the final decisions?..
in the same boat
Starting a partnership - communicate. Establish a rule that you MUST meet regularly and in a negotiated format, so that the person who "needs it the most" does not end up trying to drag others to the meeting, causing them underlying annoyance.
At such meetings, clearly communicate your vision of problems and your ideas to partners. If there are disagreements, look for their root, i.e. the main, often non-obvious point of divergence, followed by all the others.
If someone does not like something, he should explain in detail why.
When discussing business issues, be formally polite - even if the opposite was accepted in friendly communication. offend a person when we are talking not about entertainment, but about business, much simpler, the consequences will be much more serious.
Everything will be wrong
Arrange a joint audit, an assessment of your actions necessarily and regularly (this must also be agreed in advance). Once every six months to a year is a suitable frequency for such events.
Be prepared for the transformation of all agreements, the division of powers and profits, etc. This is normal, and, most likely, inevitable: after all, business is a living, changing structure. You simply will not be able to foresee and squeeze all the variety of emerging situations into your preliminary agreements (but this should not serve as an excuse for their absence).
Even if you are the owner and initial capital, and business ideas - you may have to admit that others work harder and better for the cause, which means that they will subsequently receive more. Actually, accept that all agreements made in advance can and will be reviewed - except for one: the one that says that the rest will be reviewed.
Leave with dignity
The ethics of business and the ethics of everyday, “human” communication are two different things. Even if the partner REALLY lets you down and behaves ugly - how business people, you must part correctly. This is a different level, and, as in the beginning of a partnership, one should not mix personal relationships, be it hostility or friendship, with formal, business ones.
Follow these simple advice- and the partnership will become more effective, and friendship - will be stronger.
P.S. If you want to learn as much as possible about sales, and increase your profits many times over, very
will allow you to identify bottlenecks through which your profit flows.
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