Additional taxes are charged for business fragmentation. To everyone who has several legal entities and individual entrepreneurs! Additional taxes are charged for business fragmentation. How do you understand that the benefit is unreasonable? Suddenly I get it too and don’t even suspect it
Good day everyone! The other day, looking through the materials already published on the site, the idea occurred to me that to successfully start a new project, many of us may simply not have enough start-up business capital. Despite this fact, I personally know many people who would be only too happy to invest their accumulated savings profitably.
Of course, there is an alternative called “bank deposit”, but there is also a certain risk there, and you won’t earn much on the deposit. In this case, there is a junction between two sides, both of which are united by a common vector - how to make money.
Let's say you have already thought about this topic, but have not made a final decision for yourself. Let's take a closer look at what a business for two is, the pros and cons of such a project, as well as its feasibility and organizational difficulties.
As in every business, in a joint business, partners are warned of their own characteristics that they should be prepared for. But I’ll start, nevertheless, with the advantages that distinguish a business for two:
- Reduced initial investment for . It is clear that the easiest way is to register a business alone, hire staff yourself and collect the cream. But in our time, even for ordinary trading, a certain amount of capital is required, which will allow you to stay afloat and not go bankrupt in the near future. And for some types of business dollars
- Reducing risks, which are shared proportionally among all participants. This is especially true for new business areas, and in cases where participants do not have full-fledged business experience
- Savings on wages for initial stage. It often happens that the invested funds are only enough to organize a business, and there is no longer enough money to hire several people. So the companions have to spin on their own. But doing it together is much faster and more efficient. Take, for example, the same controlling organizations and funds - how many of them you need to run around to obtain permits. This can help optimize business costs at the initial stage of the project
- "One head it's good, but two better". Together it is easier to overcome the first failures and figure out how to counteract the same inspection bodies. What doesn’t occur to one person, the other partner will suggest. After all, no one is immune from difficulties, but creative ideas don't come to mind every day.
This also includes mutual psychological support of partners. The first failures can easily undermine self-confidence. In this case, one of the partners can successfully lend a shoulder to the other. The feeling that there is a partner next to you who is no less interested in success than you are general business, maybe great, no matter what.
What future companions should be wary of
At the same time, I would like to highlight the following main problems that beset partners in a joint business:
- The sense of ownership becomes more diffuse. To understand what this leads to, it is enough to remember Soviet era with her principle “Everything around is collective farm, everything around is mine.” Of course, this does not happen in every joint project, but it is absolutely clear on a psychological level that the more owners there are, the more difficult it is to consider yourself a full owner. As a result, there is a loss of interest in your brainchild and a potential collapse of the business model.
- The emergence of difficulties in management. As soon as there is more than one owner, everyone begins to pose as a kind of professional manager and business executive. Everyone is trying to impose their point of view on what effective business processes and communications in a team should be. Gradually, efforts are invested not in the development of the business, but in the tug of war. The problem of “how to be in charge” is inherent in most joint projects, and few manage to come out of it with dignity.
- Deterioration of personal relationships. Unfortunately, the well-known parable on the topic of how to make an enemy out of a friend by lending him money is revealed here in all its ins and outs. Moreover, conflicts can arise when the first difficulties arise, as well as from the first successes of the enterprise. For this reason, it is best to start a joint business not with a relative or friend, but with a stranger. In any case, you don’t have to strive to preserve the relationship in such a situation.
- The question of profit sharing. Despite its apparent simplicity, it is not only losses that quarrel partners, but also positive financial results. In fact, if a business begins to bear fruit, then inevitably a feeling of dissatisfaction arises from the fact that you have to share the money with someone else. In other words, you will receive only half of the profit, and not the whole, and this, in your own way, also needs to be able to survive.
Procedural tricks for setting up a business for two
Now let's talk about how to arrange joint business, and what pitfalls exist here. The simplest thing is registration individual entrepreneurship, but this form only provides for sole participation in the business from a legal point of view. If one of the partners trusts the other enough, then this method has the right to life.
Another thing is that you need to somehow secure your starting capital. A loan agreement, which is concluded between two equal persons, will come to the rescue. Such an agreement must be drawn up for each amount deposited. starting capital. In this case, the second participant, the one for whom the business is not registered, will be able to at least claim compensation for their initial investments.
A slightly more complicated, but also safer way is to register both partners as entrepreneurs. Next, they enter into a partnership agreement between themselves, which may be called an “agreement on maintaining joint activities" It prescribes all the necessary rules that relate to the rights and obligations of each participant, powers to manage the project, and distribution of profits.
The disadvantage of this route is the need to submit reports and pay double taxes. But each of the participants will have full guarantees of safety and financial responsibility, and this is worth much more.
It’s even better to go the route of registering and creating a joint company, for example, a limited liability company (LLC). Of course, it makes sense to register an enterprise under the name of two founders at once, and not just one. If the business is registered in the name of only one of the partners, then he will have sole rights. If any problems arise, it will be virtually impossible to prove anything to the second private owner.
So, both participants draw up memorandum of association, which specifies the participation of each of them in the form of cash contributions, contributed assets, as well as their shares. The agreement is sealed with the signatures of both partners and has quite significant legal force. Depending on the starting capital contributed, each participant will own a certain percentage in the ownership of the business.
How to amicably separate partners
Another interesting and important point is how to divide existing business for two. Such a need may arise regardless of whether things are going well or not. When partners have decided to separate, it is important to properly divide assets and existing losses.
The greatest difficulties arise precisely when dividing losses, since this is something that will be “in the minus” for everyone, but not “in the plus.” The most loyal way is for both parties to sit down at the negotiating table and reach an amicable agreement. Because otherwise you will have to go to the courts.
Bring up all agreements made at the initial stage. Assess the degree of participation of each party proportionally and in monetary terms. If specific property was included as assets and it was preserved, then the question of its legal owner should not be raised at all.
The contract could have included a clause on the return of capital after the development of the project. Please also pay attention to the clauses that regulated the powers of each party. All this can be reduced to a mathematical component and valued in monetary terms, which will help participants exit the business with minimal losses.
Friends, I hope you were able to benefit from this material. Finally, I would like to note that it is best to conduct a joint business with another person if you have the same views on the principles of doing business. I will also say that without decent relationships that are built on mutual respect, long term business You can't build it for two. Therefore, choose your companion carefully. Subscribe to our news and stay up to date with the most useful information from the world of business and finance. See you in touch!
Greetings!
Yesterday one of my old students asked how he should better run 3 projects: writing sales texts, an Internet marketing studio, and selling physical goods.
I answered him: it’s better to close 2 of them and leave only 1.
Law of concentration. The greatest people on the planet have always focused on one thing (or a small number of things that really matter). They knew that greater success can always be achieved if you do not scatter, but hit one point.
But for some reason I began to notice that now most people - seekers. They spend their entire lives looking for something else - instead of deciding on a niche and digging as deep as they can.
I think this is real disease, which is imposed from the outside.
We are bombarded daily different stories success, new tricks, new types of business... A housewife from Kukuevo became a millionaire by selling MLM products - join our company XXX! Vasya Pupkin bought a factory after coaching - come study at BM! Ivan Ivanov earns 5,000 bucks a day by making several videos on YouTube - start promoting YouTube! And so on.
And naturally, after these stories, we want to take off, throw our slowly developing career or business to hell, and start a new super business!
As a result, millions of people live in dangerous delusion as if success needs to be FOUND, not EARNED.
You must understand. the information age is feeding us a huge amount information that we cannot handle.
But at the same time, chasing something new, we violate the LAW of the universe - the law of maturation. We try every day to sow new and better grains, but we can never wait for the previously sown ones to ripen.
After all, whenever we decide to burn bridges and abandon our accumulated experience, authority and connections in favor of something completely new, we start with zero. We destroy the harvest without ever reaping it.
This is where a lot of “smart poor” appear - people who know how to sow, but do not know how to wait. I hope my article will help many people think and understand why someone becomes outstanding, while others remain in poverty all their lives.
Arthur Grant
And here's another thing... Why then do some successful people lead 100 - 1000 business projects at the same time? Because they lead them as investors, and in each project they have a manager ( Executive Director). Mere mortals who have no experience and at least 1,000,000 rubles in reserve should not even think about 2 projects. It’s better to choose 1 - the one that is in demand and best suits your needs. strengths. And commit to its development 100%. Cast aside all doubts and move forward!
A little game for entrepreneurs, directors and businessmen of all stripes. The other day, the Constitutional Court sorted out the case of the Volgograd company. The story is this: the tax office united several companies and individual entrepreneurs under different regimes and assessed additional taxes as if it were one company under common system. It turned out that about 200 million rubles were due.
The director was accused of tax evasion on a particularly large scale. Now someday successful company bankrupt, accounts frozen, property too. The entrepreneur is awaiting trial under house arrest.
All attempts to appeal the tax authorities' actions failed. Even the Constitutional Court did not help. Anyone who has divided their business into several companies and individual entrepreneurs for convenience and benefit may find themselves in such a situation tomorrow.
Make yourself comfortable. This is very important story with a lot of nuances.
Basics
Dividing a business into several companies and individual entrepreneurs is legal, but dangerous. Even if everything is done correctly.
The revenue of your counterparties, customers and partners may be recognized as yours and additional taxes may be charged.
Even if the directors of these companies and individual entrepreneurs confirm that they work on their own, this will not help.
According to the law, the taxpayer himself chooses how to work. But the tax authorities may disagree and recognize the scheme as criminal.
There are a lot of things that are unclear in the laws. The tax authorities will decide in practice what the threat of this or that scheme is. The Constitutional Court said that this is normal.
There are criteria by which a benefit is considered unjustified. The list is vague, open and constantly changing.
What scheme did you use for business?
The entrepreneur organized a business selling tools in the Volgograd region: wholesale warehouses, retail outlets, and an online store. Things were going well.
For convenience and economy, the business was divided into several entities. One company was engaged in leasing and distributing space for stores. Retail outlets were opened at several individual entrepreneurs. Another company was created to repair and service instruments. And for an online store too.
The main company “Master-Instrument” was responsible for the purchase and distribution of goods. All companies and individual entrepreneurs entered into a business coordination agreement with her. They agreed that they would develop one brand: they would draw one logo on the price tags, and the signs would also be the same. They will also have common base goods. This way you can show suppliers a large turnover, receive discounts and deferments. You can also get an overdraft for favorable conditions and spend less on advertising.
In this case, everyone pays taxes for themselves, according to their own taxation system. Individual entrepreneur with retail on imputation, repair on simplified basis. And the parent company was on the general taxation system: with VAT and income tax.
What did the tax office find fault with?
The tax authorities decided that the company started this whole division to evade taxes. Now, if the entire turnover went through one legal entity under the general regime, there would be more taxes. There would be no UTII and no simplification. And “Master-Instrument” would also not be able to ship goods at retail with a small markup, but would pay VAT and income tax on all revenue.
The tax office added up the income of all firms and individual entrepreneurs that served this business, and recalculated taxes as if it were the revenue of one legal entity on the general system. Taking into account fines and penalties, the additional payment amounted to almost 200 million rubles. This is a particularly large size and criminal liability. Maximum term- 6 years.
What if you appeal this decision in court?
The company tried, but it didn't work out. We managed to reduce the charges by several million, and that’s all. They complained about the actions of the tax authorities to various authorities, gave arguments, and showed documents. We even reached the Supreme Court, but nothing helped.
The director asked that several articles of the tax code be declared unconstitutional. Inaccurate wording allows the tax authorities to include the revenue of its counterparties in the company’s income. At the same time, no one disputes the deal. It turns out that tax base no, but there is a tax.
The Constitutional Court reasoned like this.
Entrepreneurs must pay taxes. And the tax office has the right to check this and, if necessary, collect arrears. It is desirable that everything be fair and no one interferes with anyone.
Even the ECHR said that abuses by taxpayers must be stopped. And he once emphasized that there are many vague expressions in Russian laws. How exactly to apply them can only be learned through practice. That's what taxpayers will find out.
It is impossible to stipulate in laws all options and schemes for tax evasion. Just because something is not prescribed does not mean that it cannot be punished. The tax authorities will come, discover some cunning scheme, draw their conclusions and punish you. Even if the law does not directly indicate that this particular format of work is illegal. (KATYA, THAT’S WHAT THEY SAID? - YES, THEY HAVE BEEN SAYING THAT FOR A LONG TIME. - BUT IT’S IMPOSSIBLE WITHOUT A CLEAR REASON. - ¯\_(ツ)_/¯)
The Constitutional Court agreed that the tax authorities can study any business and recognize tax savings as an unjustified tax benefit. For example, if transactions are “not driven by reasonable economic reasons or objectives of a business nature" (WHO DETERMINES THIS REASONABILITY? - GUESS.)
Dissenting opinion of the judge
Judge of the Constitutional Court K.V. Aranovsky expressed a dissenting opinion about this story. It has been officially published and contains many resonant theses.
Here's the important thing:
Unfortunately, the judge’s opinion, although it casts doubt on almost all of the tax authorities’ arguments in the business splitting case, is unlikely to change anything. There are even suggestions of a violation of freedom of contract and the principle of separation of powers. These are serious statements, but it is not clear what to do with them. At least read it so you can keep it in mind and use it somehow.
How to understand that the benefit is unreasonable? What if I get it too and don’t even know it?
An unjustified tax benefit is when someone could pay more taxes, but comes up with something and pays less. Or when someone is not entitled to benefits or deductions, but claims them and uses them.
Clear signs of unjustified benefit were prescribed in a recent law: it will come into force on August 19, 2017. But so far there is also little specificity there. Tax officials will no longer be able to find fault with little things and typos in documents, but they still have a lot of reasons for complaints. There are letters from the Federal Tax Service and clarifications from the Supreme Arbitration Court on this matter.
Here's what might be a sign of an unjustified tax benefit:
- interdependence of counterparties;
- strange terms of the deal;
- low or high prices;
- no business partner contacts;
- there are connections with one-day events;
- the same employees and premises;
- fictitious transactions only on paper.
This is a shock! I, too, may show signs of fragmentation. But I don't want to break the law. Should I close down my business now?
Fragmentation of a business in itself is not a violation. And if the counterparties are connected with each other, this also does not indicate a violation. The Supreme Court said so.
If you also divided the business, registered an individual entrepreneur for your wife and sell goods through a chain of companies, this does not mean that the fate of the “Master Tool” awaits you. But you will have to prove that the scheme was created not for tax evasion, but for the benefit.
Some people succeeded.
These companies also had business fragmentation, interdependent contractors, tax claims and millions of rubles in additional payments. But everything worked out: the court overturned everything and recognized that this was a legal scheme. Maybe you'll be lucky too. Or maybe not.
When another businessman opens another bookstore in the area, I clutch my head. Didn't he see how previous bookstores went bankrupt and closed? Now only those who are helped by the local administration are staying afloat (and even then, they are not even staying afloat, they are sinking very badly).
Usually you go into such a provincial bookstore: there are two women sitting - one at the checkout, the other in the hall. They sit and remain silent, or chatter enthusiastically among themselves. Either one sits (guarding the cash register), and the other follows on the heels of potential buyer, makes sure he doesn’t steal anything from the shelf (and because of this alone, you won’t want to come here a second time).
A traditional bookstore cannot survive today.
If books are so dear to you and you don’t want to go around the world either, you need to somehow get out.
In Moscow and, perhaps, in St. Petersburg, some bookstores have already been rebuilt, but not all (about two years ago I was in the St. Petersburg store of the BHV publishing house - a pitiful sight; the unfortunate saleswoman tried to persuade me to buy this, and that, or at least just that - but I only needed a city map).
Previously, other than urgently retraining, I had no recipe for bookstores. But after I recently read two news articles on the Internet about how libraries in two different Russian cities began to provide babysitting services, I realized that this is something that will help bookstores too!
Shop like a baby sitter
It is indeed possible to provide “Babysitting” services while their mothers solve pressing problems (running shopping or looking for work).
Almost all of these bookstores are located in good public places (in our city, at least) (their problem arose not because of a bad location, but because of a decrease in the interest of city residents).
Their premises are spacious. Bookshelves line the walls (in the middle of the hall there are also tables or boxes with books, but they can always be moved).
There is plenty to keep children occupied (board games, puzzles, and books with bright pictures).
Even just reading a fairy tale to a child is a double benefit for him. He will listen to a book (spend time) and get used to reading (once the director of our local GORONO, when I asked how to teach children to read, once simply said: “You just need to read a book to your child. Sooner or later he will show interest in them”) .
Courses for children and adults
In parallel with leisure time, you can organize courses for schoolchildren and even kindergarteners. For example, reading. Many schoolchildren today go to school unprepared and do not know how to read (the same computers that replaced books for children brought them to this point).
You can teach mathematics, the Russian language - anything. After all, any teaching aids- here they are, on the shelves.
Of course, not all bookstore sellers are willing to take on the role of tutor. But it’s not a big deal to recruit such “specialists” who can only stand or sit (a video camera and a mannequin can replace them).
If you want to live today, know how to spin. (Even ordinary cashiers are now taught to say “Hello” and “Thank you for your purchase”).
Well, yes, everything is clear with children (they can be taught a lot of things). But what to do with the mentioned BHV store in St. Petersburg? He will not be able to play the role of a baby sitter; he will not teach children the alphabet. It is not as spacious as many other bookstores.
But if you think about it: those who read books from this publisher clearly want to learn something:
Why not just sell a book to the buyer, but also offer him a specialized course (on the topic of this book)?
Moreover, most of the day (and two whole days a week) the bookstore premises are idle:
I think that among the authors of this publishing house there will probably be people who will want, in addition to the fee for publishing a book, to receive additional monthly income for teaching readers their science (after all, there is no need to spend money on advertising or rent!).
So, if you want, the most unprofitable bookstore can be turned into a successful business.
Speech therapist services
The bookstore offers speech therapy services. Many people need such services, even adults. And even to those who appear on TV today (the speech of some journalists simply shocks me).
“There are many speech therapists,” many will say. But how difficult it is to find them!
Do you know why a private medical clinic is popular in our city? Because you can only call - and you have already been scheduled for a specific day and time for an appointment with a specialist. Unlike a free clinic, where the nurse on the phone first hangs up for a few minutes, then says that there are no coupons and she doesn’t know when they will be available.
In our country, even pensioners prefer to pay 1,500 rubles so as not to experience humiliation from intermediate staff, only to immediately get to to the right specialist, without hassle and for sure.
It’s the same here - how nice it will be to come to a speech therapist right away, without difficult searches through advertisements and friends, without begging to be accepted at such a time and not another. Without making your way between the houses of someone else's neighborhood and finding the right entrance. Without solving the problem, go into the entrance and find the desired apartment. Without the inconvenience of sitting in someone else's den, when the owner rushes between you and her life.
We have unemployed speech therapists (who were trained at the institute, but were not given work). Give them a table in a bookstore with the sign “Speech therapist” - and let them wait for clients (who will certainly appear), just as a hairdresser or manicurist waits for a client in a beauty salon.
Interest club
A bookstore can be a club of interests. After all, our own specific audience comes here. Kindred spirits, so to speak. They have something to talk about, something to discuss. The same new books, for example. Thanks to constant communication with their customers, bookstores will know what literature to buy. After all, there is a lot of it coming out, but not every bookstore today knows which one to bring to its reader (I once looked for books as a gift for my mother for her birthday - there wasn’t a single worthy book in the huge bookstore! Because stores are afraid to buy elite one-piece goods for literature connoisseurs.)
Even just talking to your target audience, store employees will know WHAT they are interested in and what product they will buy right away.
In our store it’s exactly as I described above: there are two aunts sitting (only they’re not aunts yet, but girls; who understand computers, but don’t understand at all WHAT customers need).
Instead of bringing 10 boxes of different puzzles, they bring 10 boxes of exactly the same puzzles (with the same pictures), thinking that they are a consumable item. (Why do I need a second puzzle of the same kind if I already bought one? And if I’m a lover of puzzles, then I’ll be waiting for new arrivals. Instead, I come here and see how twin puzzles stand on the shelves and gather dust, which no one wants , except for me, are not needed.)
More services
There are many services that a bookstore can provide. From basic photocopying, printing electronic documents and digitizing photographs to individual searching and ordering the necessary literature via the Internet (after all, not all book lovers feel confident on the Internet; it is especially difficult for them nowadays. I came to a bookstore to buy a book - and the situation is much worse than 20 years ago. This part of the audience cannot be written off in any way).
Some books will never see the light of day in paper form. But some people have them at home and are exhibited at some second-hand bookstores. Finding them and organizing delivery is another service from the bookstore (this is where the computer skills of today's youth come in handy).
Conducting photo sessions, design work, translation services - all this can be done in a bookstore.
Any cultural services are possible here that do not require a lot of space and do not produce a lot of noise and dirt.
And the last thing:
Courses for businessmen
If the bookstore survives and even begins to make a good profit, it can, with a clear conscience, start conducting courses on “How to survive in a crisis”, “How to double sales” - and this will mean even more money and even more benefits for other city stores and for society as a whole.
Each approach has its pros and cons. When you start your first business, you have to learn new things very quickly, which makes focusing on this particular venture almost mandatory for success. But once you and your team have gone through this process, you have the opportunity and ability to apply what you've learned to launching other projects, and quite possibly having to run them simultaneously.
To make the right choice, you need to understand when something is worth taking on and when it is not. This can be difficult, especially if you like to say yes - like me. In the early days of the Virgin Group, one such mistake nearly destroyed our company.
I still get tweets from time to time from people who are surprised that we ever made movies. Our company was called Virgin Films (obviously), and in 1984 we set out to adapt George Orwell's book 1984 into a film adaptation starring John Hurt (British actor known for Harry Potter, V for Vendetta, Only Lovers Left Alive) - editor's note) and Richard Burton (seven-time Oscar nominee, known for his roles in "Cleopatra" and "The Spy Who Came in from the Cold" - editor's note). That same year we launched Virgin Atlantic and, looking back, our team took on too much.
Richard Branson on Virgin Atlantic's first flight from London to New York, 1984
Costs for the film spiraled out of control; filming ended up exceeding three times the original budget. Our entire company came very close to bankruptcy. Launching two risky businesses at the same time turned out to be beyond our capabilities and therefore we agreed that we should move from dead center we need Virgin Atlantic. (I'm happy to report that Virgin Produced, our later entry into the film business, is doing much better than the first venture. And you can still find our version of 1984 on Netflix).
However, entrepreneurs must always take into account their capabilities and look to the future - and sometimes this means that they will have to take on several projects at once, despite the difficulties. For example, when we launched our very first business, Student magazine, we also decided to start a record mail-order business. After a while, things picked up, and when the magazine became unprofitable due to lack of advertising, we were able to simply close it and focus on selling music records. We subsequently launched Virgin Records, which might not have happened if we were only doing one project.
When you're preparing to juggle multiple businesses, you need to make sure you have enough hands to grab every ball. Of course, it's good if you can afford to hire talented employees and delegate responsibilities to them, but the issue is not always about money. We've learned that experience is the best thing - the more you do something, the easier it becomes. Starting a company is never easy, but things can go smoother if you have a wealth of experience with which you can solve any problem.
