June 22, 2009 at 14:08Will you have a partner? Be protected!
So, you have decided that in spite of all the wisdom of the earth and the warnings of your comrades, you will start a business with a partner who is reliable, smart, hardworking and has other advantages that are not characteristic of other people.
As experience shows, such "intimate" relationships often end destructively for one of the partners. Therefore, I want to share some of the achievements in terms of safeguarding against poor-quality partnerships.
All of the following will be interesting exclusively to inexperienced people who do not have a special understanding of business. Nevertheless, the burnt out businessmen and sharks of financial open spaces may simply not spend their time reading what has already been known for a long time.
Everything is also described not from a legal point of view - I'm not a lawyer, but from the experience gained and the availability of information. In any case, if you are planning something serious, you will have to consult with a lawyer.
To begin, let's define the terminology:
IP - an individual entrepreneur;
PE - private enterprise;
LLC is a limited liability company.
The place of action is Ukraine, so some points may not be relevant for Russia, although the general meaning and logic are the same for any country.
Where to begin?
1. It is necessary to determine how exactly you formalize your cooperation legally.
To start a business, there are 3 options: PE, IP, LLC.
2. Everything that from this moment does not happen in your business life should be legally secured by documents: receipts, letters, checks, contracts. Remember - no verbal arrangements. Anything that can potentially cause harm is likely to cause it. Therefore, it should always be known who and for what is responsible.
This will be considered by many of your friends as excessive pedantry and scrupulousness. It is up to you to go about their business or to do business.
3. To understand that a person in everyday life and a person in business are completely different people. Often your best, kind, reliable friend in business may turn out to be an incorrigible outsider who is always lazy and who seems to be unwilling to do anything, although he himself has drawn you into this matter.
Let's go in order.
Sole proprietor
One of you or both can become an individual entrepreneur . This is the easiest way to design and the most seductive in terms of scam.
If one became an entrepreneur, the second will depend entirely on his will and whims. For rent, contract, etc. everything will be framed on this IP. And during the next feast, dancing at a disco or talking on the corridor, they may point you to the door, passage, window and ask them not to appear at the company again. And if you still dare to make a statement and dispute that all this was created by your hands, then the called police will quickly tell you who and for what according to the documents in response to the company.
“Without a piece of paper we are insects”
If, in order to avoid a problem, you issue 2 emergency situations, then, in my humble opinion, the problems will overtake you faster than in the first case. Because you constantly have to decide what and for whom to issue, who will take on risk contracts, etc.
Although note that in the case of 2 IP, again, no one and does not depend on anyone. And one fine morning, having arrived at the office, you will see that nobody is there. As you already understood, nothing can be presented.
In the case of IP, the moment of registration of the lease is very important. Here is a simple example for
you : you draw up an IP and do paperwork, and your partner - purely in technology and working with suppliers. In addition, he brought with him to the office 2 computers and a laptop + furniture.
At one point, a quarrel occurs and you expel him from the company. The former partner, in resentful feelings, goes to the office and takes everything that he rightfully owned and that he brought with him. And here the most interesting thing happens. 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 because:
1. The lease is framed for you and that means everything in the office is yours by right.
2. Without your knowledge, no one has the right to take anything out of the office.
3. You only need to provide the docks that your computers - and this is not a problem at all for the IP.
4. It is advisable that there be witnesses to the "removal."
And now, if a friend had papers that he transferred computers to the company for use, then problems could have been avoided.
But there is still a point in the fact that if there are (and they will be) witnesses that he was carrying out the equipment, then you can stick anything there, even something that did not exist.
In general, your friend will have a “condition” at least, and you can rewind the term.
The only advantages of IP are that it is very easy to keep accounts and practically do not have to deal with tax. Although keep in mind that some enterprises refuse to conduct business with individual entrepreneurs who do not have VAT.
Although for "serious" endeavors, IP is not the best option.
PE and LLC.
I think you understand that IP is not quite what it takes to form a partnership. And the fact that partnerships need to be formalized legally should already be an axiom. Never take a word! Do business seriously, sharing emotions, everyday life and business.
Therefore, we move on to other options - PE and LLC.
At present, in Ukraine, a state of emergency can legally register several owners with equal rights. I hope it’s already clear that you shouldn’t open an emergency on one owner who is not you.
Several owners can be at LLC, but for its opening, you will also need an authorized capital of about a piece of greenery for each, although I may be mistaken in the amount.
In addition, relations between partners in an LLC are slightly more regulated by law than in a state of emergency.
But the opening of an emergency or LLC does not mean that you have full protection from the scammer and the illegal actions of your partner: in the form of separation, default, etc.
What is written with a pen
PE and LLC and other legal entities have the main document: a statute (suggest that in Russia it is a charter). This is the main document that fully regulates the activities of your entire company.
Motorists-Furnituremakers
The simplest thing: you did not have a clause in the statute that you can make furniture, because the company was created to sell automobile oils. In principle, if you start making furniture, then everything will be in order 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 options as possible.
Usually, when making an emergency, they indicate everything in a row: from the sale of medicines to the sale of oil. If some activity requires a license (selling 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 the wool
Another example: your partner decided to go out of business and give his share to his despotic father with masochistic tendencies or simply divide his share by 2 so that his father can take part in managing the company. And you may not want this very much, but it will not bother anyone - because the statute will not say anything about this.
And then there is one pitfall. In this situation, this situation will turn out: you have 50% of the company and your friend and father 50%. Therefore, it seems they cannot influence you - because the parts are equal. But let's say that it was not you who made the statute, but your partner - for he is honest, respectable, and business-like. So he drafted it so that all decisions at the company are made not in accordance with the percentage of 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’re in the span anyway, because the vote will be 2 against 1. And if the friend is generally very respectable, then the statute could also include a clause that someone can vote by majority of votes exclude from co-owners.
Leave in english
Well, the last situation: you had a fight and being a proud eagle you decide to spit on everything and leave. But since 3 years of your titanic work were invested in the company, 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 clearly state that whoever came with what will leave. That is, with a bare backside. And the fact that the company earns thousands of bucks is not your concern.
The statute is protected.
I think from this all it becomes clear that the statute (charter) is a document on which you (and the court) will rely on in case of any disagreement. And the court loves pieces of paper and evidence. Therefore, I repeat once again, any movements, arrangements, purchases must have all the accompanying documents. And this means that the statute is your main guardian angel. Pay him more attention at the birth of your brainchild.
The statute will describe what your duties and powers are, what are the responsibilities of the director, how to get out of co-owners or how to take extra, how profit is shared and how it is used. You, for example, may want to invest in business, and your friend may want to invest in the beautiful life of your girlfriend. Since he is a co-owner, he has the right to take 50% and you should not care what he does with them. These are all points that are described in the statute.
Of the 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 doesn’t happen that the partner was collecting debts, and the state of emergency will be calculated.
2. If you will take on a hired director, then also indicate in the statute that the owners are not responsible for the director’s actions - it’s your business to take profits and set the general course of the company. And in which case, directors will be searched.
3. Changing the statute is a very stressful business. You need to pay the loot and run on a bunch of authorities. Therefore, it is initially desirable to cover the maximum of “moments” and nuances in the statute.
4. I don’t know how in Russia, but in Ukraine a legal emergency can be formalized in private ownership, for example, your apartment. The trick is this: if you issue an address for a rented office, then when you move you will have to change the status - and so every time during your wandering. Therefore, arrange for a more stationary place. Or if you are sure that you are settling for a long time in some office, then arrange there.
5. If the co-owner is a girl, then at the wedding and change of surname - change the statute. If not changed, then there may be problems. In fact, when changing a surname, a certain moment can not be considered the owner - the name does not match the passport)
In the internet you can find a lot of typical statutes and charters, which you will need to modify at your own discretion. At the same time, it is advisable to consult a familiar lawyer - he will save you a bunch of nerve cells in the future.
It seems like everything. These are the moments that I took out of combat everyday life and which at one time could 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 was supposed to be about advertising. There were too many questions about partners - so I decided to share this particular info.
As experience shows, such "intimate" relationships often end destructively for one of the partners. Therefore, I want to share some of the achievements in terms of safeguarding against poor-quality partnerships.
All of the following will be interesting exclusively to inexperienced people who do not have a special understanding of business. Nevertheless, the burnt out businessmen and sharks of financial open spaces may simply not spend their time reading what has already been known for a long time.
Everything is also described not from a legal point of view - I'm not a lawyer, but from the experience gained and the availability of information. In any case, if you are planning something serious, you will have to consult with a lawyer.
To begin, let's define the terminology:
IP - an individual entrepreneur;
PE - private enterprise;
LLC is a limited liability company.
The place of action is Ukraine, so some points may not be relevant for Russia, although the general meaning and logic are the same for any country.
Where to begin?
1. It is necessary to determine how exactly you formalize your cooperation legally.
To start a business, there are 3 options: PE, IP, LLC.
2. Everything that from this moment does not happen in your business life should be legally secured by documents: receipts, letters, checks, contracts. Remember - no verbal arrangements. Anything that can potentially cause harm is likely to cause it. Therefore, it should always be known who and for what is responsible.
This will be considered by many of your friends as excessive pedantry and scrupulousness. It is up to you to go about their business or to do business.
3. To understand that a person in everyday life and a person in business are completely different people. Often your best, kind, reliable friend in business may turn out to be an incorrigible outsider who is always lazy and who seems to be unwilling to do anything, although he himself has drawn you into this matter.
Let's go in order.
Sole proprietor
One of you or both can become an individual entrepreneur . This is the easiest way to design and the most seductive in terms of scam.
If one became an entrepreneur, the second will depend entirely on his will and whims. For rent, contract, etc. everything will be framed on this IP. And during the next feast, dancing at a disco or talking on the corridor, they may point you to the door, passage, window and ask them not to appear at the company again. And if you still dare to make a statement and dispute that all this was created by your hands, then the called police will quickly tell you who and for what according to the documents in response to the company.
“Without a piece of paper we are insects”
If, in order to avoid a problem, you issue 2 emergency situations, then, in my humble opinion, the problems will overtake you faster than in the first case. Because you constantly have to decide what and for whom to issue, who will take on risk contracts, etc.
Although note that in the case of 2 IP, again, no one and does not depend on anyone. And one fine morning, having arrived at the office, you will see that nobody is there. As you already understood, nothing can be presented.
In the case of IP, the moment of registration of the lease is very important. Here is a simple example for
you : you draw up an IP and do paperwork, and your partner - purely in technology and working with suppliers. In addition, he brought with him to the office 2 computers and a laptop + furniture.
At one point, a quarrel occurs and you expel him from the company. The former partner, in resentful feelings, goes to the office and takes everything that he rightfully owned and that he brought with him. And here the most interesting thing happens. 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 because:
1. The lease is framed for you and that means everything in the office is yours by right.
2. Without your knowledge, no one has the right to take anything out of the office.
3. You only need to provide the docks that your computers - and this is not a problem at all for the IP.
4. It is advisable that there be witnesses to the "removal."
And now, if a friend had papers that he transferred computers to the company for use, then problems could have been avoided.
But there is still a point in the fact that if there are (and they will be) witnesses that he was carrying out the equipment, then you can stick anything there, even something that did not exist.
In general, your friend will have a “condition” at least, and you can rewind the term.
The only advantages of IP are that it is very easy to keep accounts and practically do not have to deal with tax. Although keep in mind that some enterprises refuse to conduct business with individual entrepreneurs who do not have VAT.
Although for "serious" endeavors, IP is not the best option.
PE and LLC.
I think you understand that IP is not quite what it takes to form a partnership. And the fact that partnerships need to be formalized legally should already be an axiom. Never take a word! Do business seriously, sharing emotions, everyday life and business.
Therefore, we move on to other options - PE and LLC.
At present, in Ukraine, a state of emergency can legally register several owners with equal rights. I hope it’s already clear that you shouldn’t open an emergency on one owner who is not you.
Several owners can be at LLC, but for its opening, you will also need an authorized capital of about a piece of greenery for each, although I may be mistaken in the amount.
In addition, relations between partners in an LLC are slightly more regulated by law than in a state of emergency.
But the opening of an emergency or LLC does not mean that you have full protection from the scammer and the illegal actions of your partner: in the form of separation, default, etc.
What is written with a pen
PE and LLC and other legal entities have the main document: a statute (suggest that in Russia it is a charter). This is the main document that fully regulates the activities of your entire company.
Motorists-Furnituremakers
The simplest thing: you did not have a clause in the statute that you can make furniture, because the company was created to sell automobile oils. In principle, if you start making furniture, then everything will be in order 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 options as possible.
Usually, when making an emergency, they indicate everything in a row: from the sale of medicines to the sale of oil. If some activity requires a license (selling 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 the wool
Another example: your partner decided to go out of business and give his share to his despotic father with masochistic tendencies or simply divide his share by 2 so that his father can take part in managing the company. And you may not want this very much, but it will not bother anyone - because the statute will not say anything about this.
And then there is one pitfall. In this situation, this situation will turn out: you have 50% of the company and your friend and father 50%. Therefore, it seems they cannot influence you - because the parts are equal. But let's say that it was not you who made the statute, but your partner - for he is honest, respectable, and business-like. So he drafted it so that all decisions at the company are made not in accordance with the percentage of 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’re in the span anyway, because the vote will be 2 against 1. And if the friend is generally very respectable, then the statute could also include a clause that someone can vote by majority of votes exclude from co-owners.
Leave in english
Well, the last situation: you had a fight and being a proud eagle you decide to spit on everything and leave. But since 3 years of your titanic work were invested in the company, 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 clearly state that whoever came with what will leave. That is, with a bare backside. And the fact that the company earns thousands of bucks is not your concern.
The statute is protected.
I think from this all it becomes clear that the statute (charter) is a document on which you (and the court) will rely on in case of any disagreement. And the court loves pieces of paper and evidence. Therefore, I repeat once again, any movements, arrangements, purchases must have all the accompanying documents. And this means that the statute is your main guardian angel. Pay him more attention at the birth of your brainchild.
The statute will describe what your duties and powers are, what are the responsibilities of the director, how to get out of co-owners or how to take extra, how profit is shared and how it is used. You, for example, may want to invest in business, and your friend may want to invest in the beautiful life of your girlfriend. Since he is a co-owner, he has the right to take 50% and you should not care what he does with them. These are all points that are described in the statute.
Of the 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 doesn’t happen that the partner was collecting debts, and the state of emergency will be calculated.
2. If you will take on a hired director, then also indicate in the statute that the owners are not responsible for the director’s actions - it’s your business to take profits and set the general course of the company. And in which case, directors will be searched.
3. Changing the statute is a very stressful business. You need to pay the loot and run on a bunch of authorities. Therefore, it is initially desirable to cover the maximum of “moments” and nuances in the statute.
4. I don’t know how in Russia, but in Ukraine a legal emergency can be formalized in private ownership, for example, your apartment. The trick is this: if you issue an address for a rented office, then when you move you will have to change the status - and so every time during your wandering. Therefore, arrange for a more stationary place. Or if you are sure that you are settling for a long time in some office, then arrange there.
5. If the co-owner is a girl, then at the wedding and change of surname - change the statute. If not changed, then there may be problems. In fact, when changing a surname, a certain moment can not be considered the owner - the name does not match the passport)
In the internet you can find a lot of typical statutes and charters, which you will need to modify at your own discretion. At the same time, it is advisable to consult a familiar lawyer - he will save you a bunch of nerve cells in the future.
It seems like everything. These are the moments that I took out of combat everyday life and which at one time could 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 was supposed to be about advertising. There were too many questions about partners - so I decided to share this particular info.