Registration of companies: we earn on creating someone else's business
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Good afternoon! Need a little help. My question is the following.
I (individual entrepreneur 6%) signed an agreement with LLC for the provision of services. It was planned that the LLC would pay the fee through the bank. But the LLC has no money in the account. I proposed the following scheme: we entered into a tripartite supplementary agreement to the Agreement (individual entrepreneur, LLC, gendir LLC), according to which the general director (as an individual) pays the LLC's debt at his own expense. At the same time, I give it to the general director of the BSO.
Accordingly, I have 2 questions: 1. Is this transaction legal? 2. And if so, can I receive an amount in cash in excess of 100,000 rubles for the BSO within the framework of one contract, taking into account the fact that the limit between lawyers and SPs for cash payments does not exceed 100,000 rubles? That is, this transaction will qualify as a transaction between an LLC and an individual entrepreneur or between an individual entrepreneur and an individual entrepreneur?
At the moment, the partners have registered an LLC. They are engaged in purely implementation, support, development of systems on the 1C platform. The Society consists of two members (Participant 1 and Participant 2).
It is planned to add two more participants to the society (Participant 3 and Participant 4), expand the scope of work and competence.
It is necessary in the charter to determine for each of the participants income (and a share of the profit of a particular type of income), on which he will receive dividends in the specified period.
Everyone at least once in their life thought about opening their own business. After reading this article, you will learn how to open a company for a budding entrepreneur. We will tell you about the nuances that you will have to face. Consider several options for business ideas and much more.
By the way, while you are sitting and reading this, I trade on the stock exchange and make money on the difference in exchange rates. Find out more here!
Types of companies
A firm or company is a corporate enterprise that is officially registered as an independent entity. A company is a legal entity, but its members are not.
The purpose of creating a company as a legal entity, first of all, is to extract maximum profit by selling any goods or providing services. The organizational and legal form of the company can be different - LLC, PJSC.
An individual entrepreneur, from a legal point of view, is not a company. An individual entrepreneur is an individual who is registered as an individual entrepreneur for the purpose of doing business and making a profit.
In accordance with the Civil Code of the Russian Federation, companies are only legal entities. There are many types of legal entities, but we will not consider all of them, but dwell only on the main ones.
Before you open your company from scratch, you need to decide on the organizational and legal form of a legal entity. What type of organization you choose depends on what you need to open a company.
PJSC (public joint-stock company) is a legal entity whose founders can be individuals and legal entities - shareholders. The number of shareholders is not limited.
Share capital is measured in shares. Shareholders receive profits from the company's activities in the form of dividends. The more shares you own, the more dividends you can get from the company's profits.
PJSC compulsorily maintains the register of shareholders, and also publishes financial statements in the form of balance sheets, profit and loss statements on official websites. Thus, on the Internet, you can find reports for the past period of activity of any PJSC.
Company registration services market
If you are going to make money by starting someone else's business, get ready for tough competition. There are more than two hundred state universities alone that train lawyers in Russia, and less prestigious educational institutions cannot be counted at all. Meanwhile, the registration of companies is far from the most complicated legal procedure, so almost every graduate is able to start such a business.
“To be honest, the market is full to capacity,” says Inna Triadskaya, General Director of LenYust. - According to my information, there are now about 200 registration companies operating in St. Petersburg with a staff of 2 to 50 people. About 100 of them are united into one network - this is the Registrar company, established in 1999. Now it is a network of independent legal entities united by a common management. The competition in our market is extremely tough. "
“In the yellow pages there are about hundreds of specialized firms, not practice, I think, much more - such services can be offered at notary offices, law firms of other specialization, audit companies, as well as individuals,” adds Alexey Panov. Head of the Tailwind company. “The competition is great, because the threshold for entering this market is small.”
The entrepreneur Elena Grishina, working under the brand name "My Lawyer", softens the picture a little: “In fact, there are many one-day firms among such law firms, and the number of permanently operating and reputable companies is much smaller - about 15 20. Competition, of course, is becoming more and more fierce, but the market is not yet saturated and so far everyone is finding their client. "
Start-up capital and fixed costs
A relatively small initial investment is perhaps the main plus of the legal business. The minimum amount among those named by our experts was $ 1,500 - it included registration of a legal entity, purchase of a cash register, furniture, office equipment and stationery. In practice, much more will be required - you need to take into account the costs of equipping workers' workplaces ($ 1500-2021 per person) and, of course, advertising your services. “On advertising, which brings real returns, legal companies have to spend at least 15,000 rubles a month,” the director of LenYust cites the figures.
In addition to promoting your company on the market, fixed costs will include salaries of employees (on average $ 400 per person), rent payments (monthly $ 25 per square meter), telephone, Internet and maintenance of equipment (about $ 300 per month).
Those who already have experience in the business of registering firms pay attention to two key conditions for success. Alexey Panov, “Fair Wind”, speaks about the first of them: “Often, those involved in registering companies work“ under the wing ”of a similar business - an audit company, a firm that produces seals, a notary office, etc. Accordingly, the source of clients will be the same main business ".
The executives of Vash Yurist and LenYust, in their turn, note the importance of respectful attitude to clients: “Clients come to us mainly through advertising and word of mouth. Many people apply again. One of the elements of our policy is to work for the future, and, as a rule, it works, ”explains Inna Triadskaya. Elena Grishina also speaks about the increasing role of the same word of mouth.
One of the main disadvantages of the company registration business, our experts consider just low profitability. “The main problem is artificially restrained low prices. In particular, the market prices are set by the Registrar network, and it plays “for a fall”, dumping, ”says Inna Triadskaya.
Many businesses are structured as activities of several entities, all or some of which apply special tax regimes. This is done when it is necessary to simultaneously sell "with VAT" and "without VAT". Or when individual entities apply special regimes, but the consolidated business would exceed the limits. Let's talk about the risks of crushing.
Tax risks of business splitting
Tax risks in the group of business entities (organizations, individual entrepreneurs) may be associated with the pooling of income and other claims of the Federal Tax Service.
If the tax authorities consolidate the activities of entities
The main risk is the consolidation of the entire group as a single entity for tax purposes. In this case, the tax office combines its income and expenses. There are two options:
- Consolidation, including subjects on the simplified tax system, when the center is a person on the basic tax system. Consequences: additional accrual of VAT, income tax for organizations or VAT and personal income tax for individual entrepreneurs.
- Consolidation of subjects on special modes. Consequences: the risk of losing the right to use the special regime, transfer to OSNO and additional taxes.
- Consolidation of subjects on OSNO. Consequences: Loss of the right to apply a reduced rate of insurance premiums of 15% for accruals in excess of the minimum wage provided to small and medium-sized businesses.
If the tax authorities do not consolidate the activities of the subjects
When activities are not consolidated, there are the following risks:
- FTS will apply for tax purposes other prices than prices in civil transactions between related parties. Consequences: recalculation of the transaction amount and additional accrual of VAT, personal income tax or corporate income tax at market prices.
- The FTS will prove the unreality of the performance of works and services. Consequences: refusal to recognize income tax expenses and VAT deductions in the general taxation system, and in the simplified taxation system - to recognize expenses.
- FTS will prove gratuitousness of providing / receiving services or performing work in a group of entities. Consequences for the recipient of gratuitous services: non-operating income arises, which is subject to income tax or tax on the simplified tax system. Consequences for the service provider: the costs associated with the provision of services are excluded from the composition of costs, and in the case of the application of OSNO, VAT is additionally charged on the market value of services.
Some of these risks can be found in the letter of the Federal Tax Service dated 06. 8. 020 No. ШЮ-4-13 / 12599 @ (although it is devoted to a slightly different area - intra-group services in international groups of companies).
Splitting is acceptable if it is not formal and has a business purpose