Will you have a partner? Be safe!
So, you have decided that in spite of all the wisdom of the earth and the warnings of comrades, you will start a business with a partner who is reliable, smart, hardworking and has other virtues not peculiar to other people.
As experience shows, such “intimate” relationships often end in disastrous for one of the partners. Therefore, I want to share some achievements in terms of protection from poor-quality partnership.
All of the following will be interesting only to people who are inexperienced and have no particular idea about business. Nevertheless, hard-earned loggers and financial sharks may simply not waste their time reading what has long been known.
Everything is also described not from a legal point of view - I am not a lawyer, but from the experience gained and the availability of information. In any case, if you start something serious, you will have to consult a lawyer.
')
First, let's define the terminology:
PI - individual entrepreneur;
PE - private enterprise;
Ltd. - a limited liability company.
The place of action is Ukraine, so some moments may be irrelevant for Russia, although the general meaning and logic are the same for any country.
Where to begin?
1. You need to decide exactly how you arrange your cooperation legally.
For starting a business there are 3 options: PE, IP, LLC.
2. Everything that happens from now on in your business life should be legally enshrined in documents: receipts, letters, checks, contracts. Remember - no verbal agreements. Anything that could potentially cause harm is likely to cause it. Therefore, it must always be known who is responsible for what.
Many of your friends will see this as excessive pedantry and scrupulousness. Go on about them or do business - you decide.
3. Understand that people in everyday life and people in business are completely different people. Often your best, kind, reliable friend in business may turn out to be an irreparable outsider who is always lazy and who doesn’t seem to want to do anything, although he himself has drawn you into this business.
Let's take it in order.
Individual entrepreneur
One of you or both can become a PI. This is the easiest way to design and the most seductive in terms of scam.
If an entrepreneur has become one, then the second will depend entirely on his will and whims. For rent, contract, etc. everything will be issued on this IP. And during the next feast, dancing at a disco or talking on the corridor, you can point to the door, passage, window and ask not to appear in the company again. And if you still dare to declare and dispute that all this was created by your hands, then the called police will quickly tell you who and what for according to the documents in response to the company.
“We're insects without paper”
If, in order to avoid a problem, you issue 2 state of emergency, then in my humble opinion, problems will overtake you more quickly than in the first case. For it is constantly necessary to decide what and whom to arrange, who will take risky contracts for themselves, etc.
Although note that in the case of 2 PI, again, no one and no one depends. And one fine morning stating the office you will see that no one is there. As you already understood, nothing can be presented.
In the case of the IP is very important time of the lease. Here is a simple example:
You arrange the PI and do the paperwork, and your partner - purely technology and work with suppliers. In addition, he brought 2 computers and a laptop + furniture with him to the office.
At one point, a quarrel happens and you expel him from the firm. The former partner in offended feelings goes to the office and takes everything that belonged to him by right and that he brought with him. And here comes the most interesting. You come to the office and see that there is no equipment. Call the police and report that you have been robbed. And the truth will be yours for:
1. Rent is framed for you and that means everything in the office is yours.
2. Without your knowledge, no one has the right to take anything out of the office.
3. It is only necessary to provide the docks that your computers are - and this is not a problem at all for individual entrepreneurs.
4. It is desirable that there were witnesses of the "removal".
But if a friend had the paper that he handed over the computers to the company for use, then problems could have been avoided.
But there is still a moment in that if there are (and they will be) witnesses that he endured the technique, then anything can stick there, even that which did not exist.
In general, your friend will have a “condition” at a minimum, but you can also wind off the time limit.
The only advantages of IP are that it is very easy to keep accounts and practically will not have to deal with the tax. Although keep in mind that some companies refuse to do business with individual entrepreneurs who do not have VAT.
Although for the "serious" undertakings, the PI is not the best option.
PE and LLC
I think you understand that the PI is not exactly for the design of the partnership. And the fact that a partnership must be drawn up legally should already be an axiom. Never believe a word! Do business seriously, sharing emotions, everyday life and business.
Therefore, we turn to other options - PE and LLC.
At present, in Ukraine, an emergency can legally be issued to several owners with equal rights. I hope it is already clear that you should not open a state of emergency on one owner, who is not you.
Several owners can be also on an LLC, but for its opening it will also require an authorized capital of about a piece of greenery for each, although I may be wrong in the amount.
In addition, relations between partners in an LLC are slightly more regulated by law than in a state of emergency.
But opening a state of emergency or an LLC does not mean that you have full protection from the fraud and illegal actions of your partner: in the form of separation, non-fulfillment of obligations, etc.
What is written in pen
PE and LLC and other legal entities have the main document: the statute (they suggest that in Russia it is a charter). This is the main document that fully regulates the activities of your entire company.
Furniture makers
The simplest thing was that you didn’t have a clause in the statute stating that you could manufacture furniture, because the company was created for the sale of motor oils. In principle, if you start making furniture, then everything will be fine until you want to check out the tax, for example. And if they see that you do not have this kind of activity in the statute, they can offend you financially in the form of a fine.
By the way, this also applies to entrepreneurs. Therefore, when registering, specify as many activity options as possible.
Usually, when making a state of emergency, everything is indicated: from trade in medicines to oil sales. If any activity requires a license (sale of drugs), then this is not a problem until you start trading them. That is, a license can be made at any time when it is required.
Against wool
Another example: your partner decided to go out of business and give a share to his despotic father with masochistic inclinations, or simply divide his share by 2, so that the father could take part in the management of the company. And you may really not want this, but it will not worry anyone - after all, nothing will be said about this in the statute.
And then there is one pitfall. In this situation, this situation will turn out: you have 50% of the company and a friend with the father has 50%. Therefore, it seems they cannot influence you - after all, the parts are equal. But let's say the statute was not made by you, but by your partner - for he is honest, respectable and businesslike. So he made it so that all decisions at the company are not made in accordance with the percentage ownership of the company, but based on the number of votes. That is, the situation will already turn out, that even if you have 60%, then you are still in the span, for the vote will be 2 against 1. And if a friend is very respectable at all, the clause could be in the statute that someone can be a majority exclude from co-owners.
Leave in english
And the last situation: you quarreled and being a proud eagle you decide to spit on everything and leave. But since the company has invested 3 years of your titanic work, but you decide that you need to take something with you in the form of material assets that are rightfully earned. But it was not there. The statute can be clearly stated that whoever came with what will go with that. That is, with a bare ass. And the fact that the company earns thousands of dollars - this is not your concern.
Protected statute saves.
I think it becomes clear from all this that a statute (statute) is a document on which you (and the court) will rely on any disagreements. And the court loves paper and evidence. Therefore, I repeat once again, any movements, agreements, purchases must have all the accompanying documents. This means that the statute is your main angel fuse. Give him more attention when your offspring is born.
The statute will describe what your duties and powers are, what the director’s duties are, how to get out of co-owners or how to take extra, how profits are divided and how they are used. You, for example, may want to invest profits in the business, and your friend may want to invest it in the beautiful life of his girlfriend. Since he is a co-owner, he has the right to take 50% and you should not care what he does with them. All these points are described in the statute.
From important things I can note:
1. Be sure to indicate that the company is not responsible for the personal actions of each of the co-owners. So that it did not happen that the partner worked on debts, and the state of emergency would be calculated.
2. If you take a hired director, then also in the statute indicate that the owners are not responsible for the actions of the director - it’s up to you to take profits and set the general course of the company. And if something happens - they will look for directors.
3. Changing the statute is a very stressful affair. You need to pay the loot and run around a bunch of instances. Therefore, it is initially desirable to cover a maximum of “moments” and nuances in the statute.
4. I do not know how in Russia, but in Ukraine a legal state of emergency can be issued on private property, for example, your apartment. The trick is this: if you issue an address to a rented office, then when you move you will have to change the status - and so every time during your wanderings. Therefore, place on a more stationary place. Or if you are sure that you are settling for a long time in some office, then make out there.
5. If the co-owner is a girl, then at the wedding and changing the name - to change the statute. If you do not change, then there may be problems. In fact, when changing the name of her certain point can not be considered the owner - the full name does not match the passport)
In the internet you can find full model statutes and statutes that you will need to modify at its own discretion. It is advisable to consult with a lawyer friend - he will save you a bunch of nerve cells in the future.
It seems like everything. These are the moments that I learned from everyday life and which at one time could make it easier for me to make my life easier if I had this experience.
I would be glad if someone pushed in the right direction.
PS
I apologize to those who still remember that the article should have been about advertising. Too many questions were about partners - so I decided to share this particular info.
As experience shows, such “intimate” relationships often end in disastrous for one of the partners. Therefore, I want to share some achievements in terms of protection from poor-quality partnership.
All of the following will be interesting only to people who are inexperienced and have no particular idea about business. Nevertheless, hard-earned loggers and financial sharks may simply not waste their time reading what has long been known.
Everything is also described not from a legal point of view - I am not a lawyer, but from the experience gained and the availability of information. In any case, if you start something serious, you will have to consult a lawyer.
')
First, let's define the terminology:
PI - individual entrepreneur;
PE - private enterprise;
Ltd. - a limited liability company.
The place of action is Ukraine, so some moments may be irrelevant for Russia, although the general meaning and logic are the same for any country.
Where to begin?
1. You need to decide exactly how you arrange your cooperation legally.
For starting a business there are 3 options: PE, IP, LLC.
2. Everything that happens from now on in your business life should be legally enshrined in documents: receipts, letters, checks, contracts. Remember - no verbal agreements. Anything that could potentially cause harm is likely to cause it. Therefore, it must always be known who is responsible for what.
Many of your friends will see this as excessive pedantry and scrupulousness. Go on about them or do business - you decide.
3. Understand that people in everyday life and people in business are completely different people. Often your best, kind, reliable friend in business may turn out to be an irreparable outsider who is always lazy and who doesn’t seem to want to do anything, although he himself has drawn you into this business.
Let's take it in order.
Individual entrepreneur
One of you or both can become a PI. This is the easiest way to design and the most seductive in terms of scam.
If an entrepreneur has become one, then the second will depend entirely on his will and whims. For rent, contract, etc. everything will be issued on this IP. And during the next feast, dancing at a disco or talking on the corridor, you can point to the door, passage, window and ask not to appear in the company again. And if you still dare to declare and dispute that all this was created by your hands, then the called police will quickly tell you who and what for according to the documents in response to the company.
“We're insects without paper”
If, in order to avoid a problem, you issue 2 state of emergency, then in my humble opinion, problems will overtake you more quickly than in the first case. For it is constantly necessary to decide what and whom to arrange, who will take risky contracts for themselves, etc.
Although note that in the case of 2 PI, again, no one and no one depends. And one fine morning stating the office you will see that no one is there. As you already understood, nothing can be presented.
In the case of the IP is very important time of the lease. Here is a simple example:
You arrange the PI and do the paperwork, and your partner - purely technology and work with suppliers. In addition, he brought 2 computers and a laptop + furniture with him to the office.
At one point, a quarrel happens and you expel him from the firm. The former partner in offended feelings goes to the office and takes everything that belonged to him by right and that he brought with him. And here comes the most interesting. You come to the office and see that there is no equipment. Call the police and report that you have been robbed. And the truth will be yours for:
1. Rent is framed for you and that means everything in the office is yours.
2. Without your knowledge, no one has the right to take anything out of the office.
3. It is only necessary to provide the docks that your computers are - and this is not a problem at all for individual entrepreneurs.
4. It is desirable that there were witnesses of the "removal".
But if a friend had the paper that he handed over the computers to the company for use, then problems could have been avoided.
But there is still a moment in that if there are (and they will be) witnesses that he endured the technique, then anything can stick there, even that which did not exist.
In general, your friend will have a “condition” at a minimum, but you can also wind off the time limit.
The only advantages of IP are that it is very easy to keep accounts and practically will not have to deal with the tax. Although keep in mind that some companies refuse to do business with individual entrepreneurs who do not have VAT.
Although for the "serious" undertakings, the PI is not the best option.
PE and LLC
I think you understand that the PI is not exactly for the design of the partnership. And the fact that a partnership must be drawn up legally should already be an axiom. Never believe a word! Do business seriously, sharing emotions, everyday life and business.
Therefore, we turn to other options - PE and LLC.
At present, in Ukraine, an emergency can legally be issued to several owners with equal rights. I hope it is already clear that you should not open a state of emergency on one owner, who is not you.
Several owners can be also on an LLC, but for its opening it will also require an authorized capital of about a piece of greenery for each, although I may be wrong in the amount.
In addition, relations between partners in an LLC are slightly more regulated by law than in a state of emergency.
But opening a state of emergency or an LLC does not mean that you have full protection from the fraud and illegal actions of your partner: in the form of separation, non-fulfillment of obligations, etc.
What is written in pen
PE and LLC and other legal entities have the main document: the statute (they suggest that in Russia it is a charter). This is the main document that fully regulates the activities of your entire company.
Furniture makers
The simplest thing was that you didn’t have a clause in the statute stating that you could manufacture furniture, because the company was created for the sale of motor oils. In principle, if you start making furniture, then everything will be fine until you want to check out the tax, for example. And if they see that you do not have this kind of activity in the statute, they can offend you financially in the form of a fine.
By the way, this also applies to entrepreneurs. Therefore, when registering, specify as many activity options as possible.
Usually, when making a state of emergency, everything is indicated: from trade in medicines to oil sales. If any activity requires a license (sale of drugs), then this is not a problem until you start trading them. That is, a license can be made at any time when it is required.
Against wool
Another example: your partner decided to go out of business and give a share to his despotic father with masochistic inclinations, or simply divide his share by 2, so that the father could take part in the management of the company. And you may really not want this, but it will not worry anyone - after all, nothing will be said about this in the statute.
And then there is one pitfall. In this situation, this situation will turn out: you have 50% of the company and a friend with the father has 50%. Therefore, it seems they cannot influence you - after all, the parts are equal. But let's say the statute was not made by you, but by your partner - for he is honest, respectable and businesslike. So he made it so that all decisions at the company are not made in accordance with the percentage ownership of the company, but based on the number of votes. That is, the situation will already turn out, that even if you have 60%, then you are still in the span, for the vote will be 2 against 1. And if a friend is very respectable at all, the clause could be in the statute that someone can be a majority exclude from co-owners.
Leave in english
And the last situation: you quarreled and being a proud eagle you decide to spit on everything and leave. But since the company has invested 3 years of your titanic work, but you decide that you need to take something with you in the form of material assets that are rightfully earned. But it was not there. The statute can be clearly stated that whoever came with what will go with that. That is, with a bare ass. And the fact that the company earns thousands of dollars - this is not your concern.
Protected statute saves.
I think it becomes clear from all this that a statute (statute) is a document on which you (and the court) will rely on any disagreements. And the court loves paper and evidence. Therefore, I repeat once again, any movements, agreements, purchases must have all the accompanying documents. This means that the statute is your main angel fuse. Give him more attention when your offspring is born.
The statute will describe what your duties and powers are, what the director’s duties are, how to get out of co-owners or how to take extra, how profits are divided and how they are used. You, for example, may want to invest profits in the business, and your friend may want to invest it in the beautiful life of his girlfriend. Since he is a co-owner, he has the right to take 50% and you should not care what he does with them. All these points are described in the statute.
From important things I can note:
1. Be sure to indicate that the company is not responsible for the personal actions of each of the co-owners. So that it did not happen that the partner worked on debts, and the state of emergency would be calculated.
2. If you take a hired director, then also in the statute indicate that the owners are not responsible for the actions of the director - it’s up to you to take profits and set the general course of the company. And if something happens - they will look for directors.
3. Changing the statute is a very stressful affair. You need to pay the loot and run around a bunch of instances. Therefore, it is initially desirable to cover a maximum of “moments” and nuances in the statute.
4. I do not know how in Russia, but in Ukraine a legal state of emergency can be issued on private property, for example, your apartment. The trick is this: if you issue an address to a rented office, then when you move you will have to change the status - and so every time during your wanderings. Therefore, place on a more stationary place. Or if you are sure that you are settling for a long time in some office, then make out there.
5. If the co-owner is a girl, then at the wedding and changing the name - to change the statute. If you do not change, then there may be problems. In fact, when changing the name of her certain point can not be considered the owner - the full name does not match the passport)
In the internet you can find full model statutes and statutes that you will need to modify at its own discretion. It is advisable to consult with a lawyer friend - he will save you a bunch of nerve cells in the future.
It seems like everything. These are the moments that I learned from everyday life and which at one time could make it easier for me to make my life easier if I had this experience.
I would be glad if someone pushed in the right direction.
PS
I apologize to those who still remember that the article should have been about advertising. Too many questions were about partners - so I decided to share this particular info.
Source: https://habr.com/ru/post/62620/
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