In business practice, sometimes it becomes necessary to organize a joint business, but each of them is already an individual entrepreneur or represents an organization. In this case, such a form of cooperation as simple partnership comes to the rescue. At the same time, a legal entity is not formed, however, participants, as in societies, combine deposits, and then strive to jointly achieve the goal.
It is clear that such a formation should have its own characteristics, both in legal and in tax terms. Let us briefly dwell on them.
Features
It’s worth starting with the fact that a simple partnership can only be formed by commercial structures or individual entrepreneurs. Relations among the members of this community are built on the basis of a special agreement. This document is very different from the usual commercial agreements, where each party pursues its own benefit, and from the constituent agreements of the companies. Here, the participants, firstly, have a common economic interest and an agreed goal, and secondly, pool their contributions without forming a legal entity.
In addition, a simple partnership cannot have an official name. If any symbolic name is nevertheless assigned to him, then there is no place to apply it anyway. This provision fully applies to the partnership seal and stamps.
Control
This partnership can be managed in three ways:
- Each participant directs work on behalf of his comrades;
- management is carried out jointly, each time a decision is made collectively;
- management can be carried out through authorized persons acting on the basis of a power of attorney.
From practice it is known that preference is usually given to the third option, and the principle of delegation of duties is usually enshrined in the original agreement. However, it is possible to appoint an authorized person on the basis of an oral agreement.
Termination of an agreement
Naturally, the contract may be terminated. There are many reasons for this - from the failure of one comrade to the achievement of the intended goal by the community. If one member leaves the structure, then a simple partnership may not be disbanded: the shares simply change and the contract is renegotiated. If the completion of the work is agreed by all parties, then the accumulated property is divided, and then each is accounted for separately. If there are no general obligations to third parties, then you do not need to notify anyone.
Tax payment
It is noteworthy that no matter what tax system is used by each partner, general accounting should be carried out only on the basis of a general taxation regime. And given that a simple partnership is still not a legal entity, the profit tax is paid by each member of the formation. The profit itself, resulting from the activity, should be distributed in proportion to deposits, unless otherwise specified in the contract. But losses are not distributed and will not help in reducing the tax base.
Accounting for common property and operations may be carried out by one of the participants, but be sure to be a Russian legal entity.
Responsibility
The most difficult question of such formations is the responsibility of the comrades. Here, the law defines two options. If a simple partnership was created to carry out commercial activities, then the liability will be joint and several. Moreover, the reason for the occurrence of obligations is completely unimportant. If entrepreneurial goals are not implied, then everyone will be liable for all obligations in accordance with the size of deposits. Naturally, there may be nuances with each option.