Analysis and comparison of various ways to design a startup for several people for the territory of the Russian Federation (individuals, IP, LLC)
When a startup is created to further generate income from it, there is always the question of how to design a website for several people.
The option to leave everything on faith, registering for one participant is extremely dangerous. You understand how great the risk to be thrown in the end, when the portal begins to monetize. I think everyone knows what money does to people. Not by all, but unfortunately by so many. Consider the example of 2 people creating a startup by joint efforts, because the article is partially based on personal experience.
So, I offer you a choice: a complex structure for 2 individuals, the creation of 2 IP, the creation of an LLC.
I will try to consider each of them, point out the pros and cons. I do not pretend to be comprehensive, I will be glad to hear your advice, recommendations, corrections.
1. A complex construction for individuals.
No matter how similar a scheme you use, it will be difficult in the first place because of the human factor. People are different and your balance is fragile. Breaking and risking getting from everything in the project (if the partner leaves, slamming the door, and you wrestle with how to continue without it - partners are not called for the company, if the startup intentions are serious, but for delegation of business processes) your share or even zero (goodbye). But if at first you are satisfied and want to take a risk, then this is what needs to be done: delegate and arrange mutual control over resources as much as possible.
For example, you can register a domain for one, arrange hosting for another. In fact, one keeps the brand, the other - the portal with the database. Here both become mutually vulnerable. This of course will complicate one to throw another, but you know that if the site becomes good in perspective, then everything is possible under the moon.
Well, in general, this approach can be recommended in the early stages of a startup becoming - when you do it together, but you are not sure that it will bring serious money. Personal experience - the idea and the theoretical calculations paint an excellent perspective, but the brain says that due to lack of experience the project may fail.
It is also worth noting that for your counterparties (if any, the portal will have it), you are actually a private person, and not some organization or individual entrepreneur - and they may (again, depending on the field of activity) are more suspicious.
A plus:
You do not need the time / money to arrange the organization, the creation of documentation, etc.
Minuses:
A. Minimum mutual security.
B. Possible subsequent departure from the original agreements.
B. Depending on the field of activity, contractors may not be satisfied with working with an individual.
D. Profit making will actually be illegal.
2. The contract between the two IP.
Here both organizers become Individual Entrepreneurs. If you create an IP yourself, it will take about a week and about 2-3 k in monetary terms.
You will not need an office, there will be no regular payments (except for the subsequent payment of personal income tax).
Further, since two IPs cannot own one site, then again, as in the previous example, some distribution is necessary. But here you can do the following: one IP tries on the role of the customer, another - the performer. The duties of both and the possibility of breaking the contract are prescribed. You can also describe the method of payment, as the receipt of the percentage of "executor".
But it is possible that the "customer" will be more profitable under the contract to "dismiss" the "performer". For example, it was indicated that in case of a gap, it would be necessary to pay part of the income or pay some specific amount (for example, at the initial stage, the market value of developing such a site could be such an amount). And the site begins to generate such amounts that cover these costs. After all, the owner is de jure one.
Another option is that the exploited IP could put some kind of pig associated with the portal (extremist content, slander, frauds with counterparties, etc.), and as a result the responsibility will fall on the same “customer”.
There is still such a problem as the fact that the SP, in case of violation of the law, is liable with all his personal property. And although in the user's agreement with the site, we point out that he is responsible for violating the laws, but according to the law (which still badly regulates the Internet), the owners of X will be responsible for Ben-Ladan’s posts on the X website.
See for yourself, the question of faith in a partner is acute ... So:
Pros:
A. No need for an office or accountant. Minimum communication with the tax.
B. Relatively small cash and time costs for registration.
B. Relatively high mutual protection of startups.
G. IP is already a business entity whose status is sufficient for any sane counterparties.
D. The legality of profitable activities - you pay taxes.
Minuses:
A. It is still possible to be thrown.
B. Responsibility for violations of the law shall be borne by all property.
3. Organization LLC.
Registration LLC will take much more time and effort. By itself, it will cost a little more than 10 k (you can find a bunch of articles about this) or about 15 k if you decide not to register by your own. Plus, there is not completely legal, but provided and not strongly kicking by the tax authorities (yes, it sounds scary, but this is all I could understand from the illegible evasive lawyer's answer) the service of registering some conditional-left legal address. True, I did not find it, but they say what they are doing. For if you don’t rent an office, which will be your legal registration, but you’ll make an apartment the address of the LLC, tax if you wish (as a rule, they have better things to do, but you never know) will periodically give you administrative fines (up to 5 ).
Also, when creating an LLC, you have everything on which you are working should be transferred to the assets of the organization. And if you wish, tax will be able to check, for example, the license of your software. In short, you will have a lot of administrative costs and cash costs. Imagine the need to purchase a licensed Photoshop ...
You will have to, even if you have not bought anything, do not pay your salary to anyone, and sit below the grass quieter than water to pay for keeping a bank account. But these are trifles of the order of 300 rubles per month without taking into account transaction fees (each bank has its own tariffs).
But you and your partner will become co-owners! And you clearly spell out all the duties, penalties and ways of leaving the organization in the contract. True, even a lawyer pay for its preparation, but it is a necessary investment.
Another important plus is that you are responsible only within the authorized capital (10 k is enough). Now the posts of Ben-Ladan registered with you in terms of fines are terrible.
As taxes you will pay corporate income tax. Well, or some other - depending on the specifics of your monetization.
On the other hand, although some believe that counterparties are “more prestigious” to conduct transactions with an LLC, in fact this is not the case. Sane people do not care with whom to cooperate - IE or LLC.
So, the pros:
A. You and your partner are maximally protected from each other.
B. You are responsible for user antics and other abnormal situations within your share capital.
Minuses:
A. You will need an accountant; you will need additional administrative, time and money resources.
B. There may be problems if you do not have an office.
Q. Requires complete licensing of your software.
')
Here is a brief comparison of various forms of ownership of a startup. I did not consider any type of joint-stock company or partnership because it is worth growing only after a well-developed LLC, and the latter essentially differ from LLC only by their personal property, like that of an IP.
I deliberately walked quite superficially on all these options, I think that it’s not worth dribbling deeper - I identified the important factors for decision-making. In short, when you do not know yet whether the startup will bring at least something, you can use the first scheme. If you do not want hemorrhoids with registration, accountant, personal account, etc., and your resource is potentially not dangerous in terms of taking responsibility for the actions of users and the machinations of competitors (roughly speaking, brings not very high income), then you can take the second scheme. Well, when your portal has already grown (or do you initially reasonably think that it is better to secure in terms of shares), then it is better to become a full-fledged organization.
The option to leave everything on faith, registering for one participant is extremely dangerous. You understand how great the risk to be thrown in the end, when the portal begins to monetize. I think everyone knows what money does to people. Not by all, but unfortunately by so many. Consider the example of 2 people creating a startup by joint efforts, because the article is partially based on personal experience.
So, I offer you a choice: a complex structure for 2 individuals, the creation of 2 IP, the creation of an LLC.
I will try to consider each of them, point out the pros and cons. I do not pretend to be comprehensive, I will be glad to hear your advice, recommendations, corrections.
1. A complex construction for individuals.
No matter how similar a scheme you use, it will be difficult in the first place because of the human factor. People are different and your balance is fragile. Breaking and risking getting from everything in the project (if the partner leaves, slamming the door, and you wrestle with how to continue without it - partners are not called for the company, if the startup intentions are serious, but for delegation of business processes) your share or even zero (goodbye). But if at first you are satisfied and want to take a risk, then this is what needs to be done: delegate and arrange mutual control over resources as much as possible.
For example, you can register a domain for one, arrange hosting for another. In fact, one keeps the brand, the other - the portal with the database. Here both become mutually vulnerable. This of course will complicate one to throw another, but you know that if the site becomes good in perspective, then everything is possible under the moon.
Well, in general, this approach can be recommended in the early stages of a startup becoming - when you do it together, but you are not sure that it will bring serious money. Personal experience - the idea and the theoretical calculations paint an excellent perspective, but the brain says that due to lack of experience the project may fail.
It is also worth noting that for your counterparties (if any, the portal will have it), you are actually a private person, and not some organization or individual entrepreneur - and they may (again, depending on the field of activity) are more suspicious.
A plus:
You do not need the time / money to arrange the organization, the creation of documentation, etc.
Minuses:
A. Minimum mutual security.
B. Possible subsequent departure from the original agreements.
B. Depending on the field of activity, contractors may not be satisfied with working with an individual.
D. Profit making will actually be illegal.
2. The contract between the two IP.
Here both organizers become Individual Entrepreneurs. If you create an IP yourself, it will take about a week and about 2-3 k in monetary terms.
You will not need an office, there will be no regular payments (except for the subsequent payment of personal income tax).
Further, since two IPs cannot own one site, then again, as in the previous example, some distribution is necessary. But here you can do the following: one IP tries on the role of the customer, another - the performer. The duties of both and the possibility of breaking the contract are prescribed. You can also describe the method of payment, as the receipt of the percentage of "executor".
But it is possible that the "customer" will be more profitable under the contract to "dismiss" the "performer". For example, it was indicated that in case of a gap, it would be necessary to pay part of the income or pay some specific amount (for example, at the initial stage, the market value of developing such a site could be such an amount). And the site begins to generate such amounts that cover these costs. After all, the owner is de jure one.
Another option is that the exploited IP could put some kind of pig associated with the portal (extremist content, slander, frauds with counterparties, etc.), and as a result the responsibility will fall on the same “customer”.
There is still such a problem as the fact that the SP, in case of violation of the law, is liable with all his personal property. And although in the user's agreement with the site, we point out that he is responsible for violating the laws, but according to the law (which still badly regulates the Internet), the owners of X will be responsible for Ben-Ladan’s posts on the X website.
See for yourself, the question of faith in a partner is acute ... So:
Pros:
A. No need for an office or accountant. Minimum communication with the tax.
B. Relatively small cash and time costs for registration.
B. Relatively high mutual protection of startups.
G. IP is already a business entity whose status is sufficient for any sane counterparties.
D. The legality of profitable activities - you pay taxes.
Minuses:
A. It is still possible to be thrown.
B. Responsibility for violations of the law shall be borne by all property.
3. Organization LLC.
Registration LLC will take much more time and effort. By itself, it will cost a little more than 10 k (you can find a bunch of articles about this) or about 15 k if you decide not to register by your own. Plus, there is not completely legal, but provided and not strongly kicking by the tax authorities (yes, it sounds scary, but this is all I could understand from the illegible evasive lawyer's answer) the service of registering some conditional-left legal address. True, I did not find it, but they say what they are doing. For if you don’t rent an office, which will be your legal registration, but you’ll make an apartment the address of the LLC, tax if you wish (as a rule, they have better things to do, but you never know) will periodically give you administrative fines (up to 5 ).
Also, when creating an LLC, you have everything on which you are working should be transferred to the assets of the organization. And if you wish, tax will be able to check, for example, the license of your software. In short, you will have a lot of administrative costs and cash costs. Imagine the need to purchase a licensed Photoshop ...
You will have to, even if you have not bought anything, do not pay your salary to anyone, and sit below the grass quieter than water to pay for keeping a bank account. But these are trifles of the order of 300 rubles per month without taking into account transaction fees (each bank has its own tariffs).
But you and your partner will become co-owners! And you clearly spell out all the duties, penalties and ways of leaving the organization in the contract. True, even a lawyer pay for its preparation, but it is a necessary investment.
Another important plus is that you are responsible only within the authorized capital (10 k is enough). Now the posts of Ben-Ladan registered with you in terms of fines are terrible.
As taxes you will pay corporate income tax. Well, or some other - depending on the specifics of your monetization.
On the other hand, although some believe that counterparties are “more prestigious” to conduct transactions with an LLC, in fact this is not the case. Sane people do not care with whom to cooperate - IE or LLC.
So, the pros:
A. You and your partner are maximally protected from each other.
B. You are responsible for user antics and other abnormal situations within your share capital.
Minuses:
A. You will need an accountant; you will need additional administrative, time and money resources.
B. There may be problems if you do not have an office.
Q. Requires complete licensing of your software.
')
Here is a brief comparison of various forms of ownership of a startup. I did not consider any type of joint-stock company or partnership because it is worth growing only after a well-developed LLC, and the latter essentially differ from LLC only by their personal property, like that of an IP.
I deliberately walked quite superficially on all these options, I think that it’s not worth dribbling deeper - I identified the important factors for decision-making. In short, when you do not know yet whether the startup will bring at least something, you can use the first scheme. If you do not want hemorrhoids with registration, accountant, personal account, etc., and your resource is potentially not dangerous in terms of taking responsibility for the actions of users and the machinations of competitors (roughly speaking, brings not very high income), then you can take the second scheme. Well, when your portal has already grown (or do you initially reasonably think that it is better to secure in terms of shares), then it is better to become a full-fledged organization.
Source: https://habr.com/ru/post/73492/
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