In the current economic situation, entrepreneurs are constantly searching for acceptable organizational and legal forms to increase the efficiency of business activities. One of these forms may be a simple partnership or consortium.
Typically, the scope of the contract simple partnership used in joint shared construction by legal entities of buildings, structures, factories, roads, garages, as well as residential buildings or when creating a joint stock company of a closed or open type (Here, an agreement on joint activities is concluded between the founders of the company, the purpose of which is to register the company as legal entity).
According to Article 1041 of the Civil Code of the Russian Federation, under a simple partnership agreement (joint activity agreement), two or more persons (partners) undertake to pool their contributions and act together without forming a legal entity to make a profit or achieve another goal that does not contradict the law.
Analysis of the definition of a simple partnership agreement allows us to name a number of mandatory features:
a) is an association of two or more persons. In the latter case, the contract is a multilateral transaction;
b) the merger does not lead to the formation of a legal entity. There is no need for partners to register it in the manner prescribed by Article 51 of the Civil Code, as well as in tax office, committee for the management of state or municipal property, etc.;
c) the association is associated with the personal participation of each of the partners in their joint activities. At the same time, the importance of the personal, trust factor is quite large;
d) for joint activities, partners make and combine their contributions;
e) an association is created to make a profit or achieve another goal that does not contradict the law (joint construction of a house, road, etc.).
In cases where the purpose of the contract is entrepreneurial activity, the parties can only be individual entrepreneurs and (or) commercial organizations. An exception is the participation of a non-profit organization in an agreement if the entrepreneurial activity does not contradict the purposes for which it was created (clause 3 of Article 50 of the Civil Code). In all other cases, the circle of parties to the agreement is not limited.
One of the main purposes of forming a simple partnership is, naturally, to make a profit. The profit received by the partners as a result of their joint activities is distributed in proportion to the value of the partners' contributions to the common cause, unless otherwise provided by the simple partnership agreement or other agreement of the partners.
Contribution is the main thing on which profit depends. The contribution of a comrade is recognized as everything that he contributes to the common cause, including money, other property, professional and other knowledge, skills and abilities, as well as business reputation and business connections.
However, the mere fact of contributing funds to a common cause does not mean that these funds are recognized as a contribution. It is necessary that the contribution of funds is the fulfillment by the participant of the obligation given by him to the other participants of the partnership to combine their contributions, that is, that the contributed funds correspond in essence to the funds stipulated in the agreement as a contribution.
The partners' contributions are assumed to be equal in value, unless otherwise follows from the simple partnership agreement or actual circumstances. The monetary valuation of a partner’s contribution is made by agreement between the partners; if the size of the monetary contribution is not determined by the partnership agreement, it is assumed that each of the participants made a contribution equal in economic value to the contribution of the other participants. The proportional distribution of profits and losses depends on how the amounts of deposits were determined in the agreement.
Determining the value of common property in a partnership agreement is also necessary in cases where the question arises about the risk of accidental destruction of an object of property, about the right of a participant to receive back the contribution upon liquidation of the partnership, about the alienation of the object of contribution by the partnership (a contribution received for the use of the partnership cannot be alienated may), about applying directly to the object of the contribution for recovery by the creditor of the participant who made this contribution.
Contributions made under a simple partnership agreement are not subject to corporate income tax (clause 1 of Article 278 of the Tax Code of the Russian Federation) and value added tax (except for cases when property is imported into customs territory RF).
The property contributed by the partners, which they possessed by right of ownership, as well as the products produced as a result of joint activities and the fruits and income received from such activities are recognized as their common shared property, unless otherwise established by law or a simple partnership agreement or does not follow from the essence of the obligation. This property, unless otherwise established by law or the parties or does not follow from the essence of the obligation, is recognized as shared property.
Making a contribution to the common shared property is equivalent to its alienation (with the exception of the share due to the participant) on the part of the contributor-owner. Accordingly, ownership, use and disposal of partnership property is carried out according to the rules provided by law for the disposal of common shared property (Articles 246, 247 of the Civil Code of the Russian Federation).
Thus, the warehouse property of the partnership does not belong to the participants as individuals, since a simple partnership forms a certain unity. Therefore, it belongs to all participants jointly and forms property separate from the other property of the participants in the partnership.
It is assumed that the parties independently establish the regime for using deposits. If agreement is not reached, the procedure for using the common property is determined by the court. This rule corresponds to the rules established by paragraph 1 of Article 247 of the Civil Code of the Russian Federation on the ownership and use of property in shared ownership.
The obligations of the partners for the maintenance of common property and the procedure for reimbursement of expenses associated with the performance of these obligations are determined by the simple partnership agreement.
In the course of the activities of a simple partnership, it may be necessary to fulfill certain obligations in relation to common property. The procedure for distributing these responsibilities (maintenance of common property, reimbursement of expenses for maintaining it in the required condition) is determined by the simple partnership agreement. If this procedure is not established by the agreement, the rule established by Article 249 of the Civil Code of the Russian Federation is applied.
This procedure is that each participant in shared ownership is obliged, in proportion to his share, to participate in the payment of taxes, fees and other payments on the common property, as well as in the costs of its maintenance and preservation.
Partners are allowed to independently determine the principle of profit distribution.
They can be based on both property and personal principles or their combination. Only in the case where the partners have not determined the procedure for the distribution of profits by agreement, the principle comes into force - the distribution of profits in proportion to the value of the contributions.
When distributing the profit of a simple partnership, it will be necessary to decide: what profit is to be distributed and when this profit should be distributed.
Profit means the amount by which the total property of the partnership increased during the reporting period, that is, we can talk about accounting net profit received as a result of carrying out the relevant activities.
When determining the time for making payments, one should proceed from the period of existence of the partnership. If the partnership was created for a period of less than a year or actually existed for less than a year, then settlements are made upon termination of the partnership. If the partnership is established for a period of more than a year or it is assumed to be indefinite, calculations are made at the end of each reporting year.
An agreement to exclude any of the partners from participating in the profits is void.
The procedure for covering expenses and losses associated with the joint activities of the partners is determined by their agreement. The parties have the right to determine the procedure for incurring costs and losses independently by their agreement.
In the absence of such an agreement, each partner bears expenses and losses in proportion to the value of his contribution to the common cause. This presupposes the obligatory monetary valuation of the contributions of comrades.
If the partners’ contributions are assumed to be equal, as is allowed by paragraph 2 of Article 1042 of the Civil Code of the Russian Federation, then both expenses and losses will be divided equally between them, that is, based on personal, and not property, principles. An agreement that completely exempts any of the partners from participating in covering common expenses or losses is void.
An agreement between partners to release one of them from liability for common debts to third parties contradicts the basic idea of the law of obligations about the responsibility of the debtor to the creditor for failure to fulfill an assumed obligation.
Partnership profits and losses can be distributed among the partners in various ways specified in memorandum of association.
The profits of the partnership are usually divided into three parts:
dividends on partners' capital (can be considered as interest on invested capital);
compensation for services provided by partners (can be considered as wages partner);
additional profit from commercial risk.
Dividing the profits into three parts allows you to more accurately determine how much each partner contributed to the partnership.
There are several methods of profit distribution:
according to an established (fixed) proportion;
by the amount of capital contributed;
depending on the size of the salary and interest on the capital according to the established proportion.
Let's look at these income distribution options.
Set proportion method
Depending on the invested labor and intellectual costs, the resulting profit/loss of the partnership is distributed according to the proportions established by the constituent agreement, proportionally between the partners.
Let's assume that Karim and Said received a profit of CU 60,000 in 2008. According to the terms of the partnership agreement, profits and losses are distributed in the proportion of 50% and 50%, respectively, to Karim and Said. Recorded: December 31, 2008
Partnership profit 60,000
Said's capital 30,000
Karim's capital. 30,000
Method specific gravity contributed capital
If the amount of profit/loss obtained depends on the invested capital, the profit/loss can be distributed in accordance with the invested capital. There are the following two methods for distributing profit/loss between partners: (i) based on the balance at the beginning of the year in the capital investment accounts of each partner (does not take into account withdrawals and additional deposits): December 31, 2008
Partnership profit 60,000
Said's capital 40,000
Karim's capital. 20,000
(ii) based on the average annual balance of these accounts:
When partners' capital shares change significantly during the year, the partners may allocate resulting profits and losses based on each partner's weighted average capital share.
Let's assume that on July 1, 2008, Said withdrew $20,000, and on August 1, 2008, Karim withdrew $25,000. In addition, on December 1, 2008, Karim invested an additional $45,000. Calculation of average capital for the year: Partner Period (month, year) Capital Number of months. Capital x month Average capital Said 01.01 - 06.01 60,000 6,360,000 06.01 - 12.01 40,000 6,240,000 12,600,000 50,000 Karim 01.01 * 04.01 30,000 4,120,000 05.0 1 -g- 07.01 40,000 3,120,000 08.01 -g - 11.01 15,000 4 60,000 12.01 60,000 1 60,000 12,360,000 30,000 Total capital on average 80,000
Percentage in capital: Said = 50,000^80,000 = 62.5%. Karim = 30,000^80,000 = 37.5% Accounting entry for profit distribution: December 31, 2008
Partnership profit 60,000
Said's capital 37,500
Karim's capital. 22,500
(c) Method that takes into account the partner's salary, interest on invested capital and a fixed rate
In case of unequal contributions, partnerships can establish remuneration and interest on the invested capital for partners. Their combination is taken into account when distributing profits. Interest and wages are not considered expenses until profit is determined.
Let's assume that Said and Karim decided to receive 20% of the invested initial capital, as well as an annual salary (Said - 15,000 USD and Karim - 25,000 USD). The remaining profit or loss must be distributed equally. The total profit was 60,000 USD.
The negative amount of profit after distribution is covered according to the proportions established in the agreement. The same applies if the partnership is at a loss. Partners Distributed profit Said Karim Profit to be distributed 60,000 Salary distribution 15,000 25,000 40,000 Profit after salary distribution 20,000 Distribution of interest on invested capital: Said (60,000 x 20%) 12,000 Karim (30,000 x 20%) 6,000 18,000 Amount of profit after distribution of salary and interest 2,000 Distribution of the remaining amount equally 1,000 1,000 2,500 TOTAL 28,000 32,000 60,000
Accounting entry for profit distribution: December 31, 2008
Partnership profit 60,000
Said's capital 28,000
Karim's capital. 32,000
Dissolution (re-registration) of a partnership
If a new partner appears, with the consent of the previous partners, a new partnership is organized. This means dissolution or re-registration of the partnership. A person can be admitted to a partnership in two ways:
by purchasing a share of the capital of one or more former partners;
by investing capital in a partnership.
Purchasing a partner's share of capital
Partner Said decided to sell Umed part of his share in the amount of 25,000 USD. for 40,000 USD. Karim agrees with this. The accounting entry will be: December 31st.
Said's capital 25,000
Capital Umeda 25,000
Investing capital in a partnership
Partners Said and Karim agree to accept Umed on the conditions that he will contribute 25,000 USD on December 31.
Cash 25,000
Capital Umeda 25,000
Bonus for former partners
Former partners can accept a new one and determine his share, subject to receiving a bonus from the new partner. If the method of distribution of remuneration is not specified in the contract, then the bonus is distributed in the same way as profits and losses. Let's say Umed wants to contribute 100,000 USD, and his share in the capital will be 80,000 USD. The surplus of 20,000 USD is a reward for previous partners. Let us assume that Said and Karim have worked in the partnership for several years and have the following amounts of their capital:
Partner Capital Share
Said 160,000 55%
Karim 140,000 45%
Total 300,000 100%
Umed wants to join this partnership and offers to invest 100,000 USD on January 1. for one fifth of the profit received. Said and Karim agree. Calculation of remuneration for initial partners:
Capital of initial partners 300,000
Umeda Investments 100,000
Capital of the new partnership 400,000
Remuneration for initial partners:
Umeda investment 100,000
Minus: Umeda's capital share (400,000 x 1/5) 80,000 20,000
Prize distribution:
Said (20,000 x 55%) 11,000
Karim (20,000 x 45%) 9,000 20,000
Upon registration of the fact of Umed’s investment in the partnership of 100,000 USD, a
entry:
January 1st.
Cash 100,000
Said's capital 11,000
Karim's capital. 9,000
Capital Umeda. 80,000
New partner reward
For a number of reasons, the partnership may be interested in a new partner, and the former partners agree to transfer part of their capital as compensation to the new partner.
Let's say Said and Karim decide to invite Umed. Umed agrees to invest 60,000 USD. and wishes to have a % share in the capital of the partnership. Calculation of Umedu's remuneration:
Said's capital 160,000
Karim's capital 140,000
Umeda Investments 60,000
Capital of the new partnership 360,000
Umedu's reward:
Umeda capital share (360,000 x %) 90,000
Umeda Investment 60,000 30,000
Prize distribution:
Said (30,000 x 55%) 16,500
Karim (30,000 x 45%) 13,500 30,000
When registering the fact of investing 60,000 USD in the partnership. Umed will make an entry: January 1st.
Cash 60,000
Said's capital 16,500
Karim's capital. 13,500
Capital Umeda. 90,000
1. Profit and loss general partnership are distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the constituent agreement or other agreement of the participants. An agreement to exclude any of the partnership participants from participating in profits or losses is not permitted. 2. If, as a result of losses incurred by the partnership, the value of its net assets becomes smaller size its share capital, the profit received by the partnership is not distributed among the participants until the value of net assets exceeds the size of the share capital.
Legal advice under Art. 74 Civil Code of the Russian Federation
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Income is not profit! There is income and there are expenses associated with generating income! Records must be kept. The specifics of determining the tax base for income received by participants in a simple partnership agreement are established by Article 278 of the Tax Code. Partners are required to independently pay income tax in proportion to their share in common property. The participant conducting common affairs informs each partner about the amount of profit distributed in his favor from activities under this agreement on a quarterly basis before the 15th day of the month following the reporting (tax) period (clause 3 of Article 278 of the Tax Code of the Russian Federation). It should be remembered that the “profitable” base does not include the cost of contributions to a simple partnership (clause 3 of Article 270 of the Tax Code of the Russian Federation). The share of profit distributed in favor of the participant in the joint activity is reflected in non-operating income on the last day of the reporting (tax) period (clause 4 of Article 278 of the Tax Code of the Russian Federation). Participants in the agreement, in accordance with paragraph 3 of Article 286 of the Tax Code, must pay only quarterly advance payments based on profits at the end of the reporting period. It should be borne in mind that the losses of the partnership are not subject to distribution among the partners and are not taken into account by them for taxation (Clause 4 of Article 278 of the Tax Code of the Russian Federation). It should be remembered: participants in partnerships must keep separate records of transactions for ordinary and joint activities. Thus, in the resolution of the Federal Antimonopoly Service of the Far Eastern District dated June 13, 2006 No. Ф03-А37/06-2/814, the judges indicated that in the absence of separate accounting of income and expenses, all revenue and expenses will be taken into account when taxing profits.
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And how can I help? Articles of laws 1-4: protection of the honor and dignity of citizens. The punishment is very severe - “If a person accuses (another) person and accuses him of murder, but does not convict him, his accuser must be killed.” 5...
Two or more people Starting a business together can establish a partnership. All partners are liable for the partnership's debts and profits, and losses are shared among them. An agreement to create an association of this kind is called...
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The enterprise itself is a technical, economic and social complex intended for the production of goods. Here labor force connects with the means of production and is created new product or service. When we say “meat processing plant,” we roughly imagine what, how and what they produce there. But at the same time, we don’t know who owns the means of production, who runs the business, how profits are distributed, who is responsible for the company’s debts and how. The answer to these questions is given by organizational and legal form of enterprise. The forms in force in the Russian Federation are described in great detail in the Civil Code of the Russian Federation. Having studied them, you will receive a statement about individual entrepreneurs, partnerships, and societies. Roughly, if the owner of the factory is an individual entrepreneur, then he has invested his own funds, runs the business for you, distributes the profits himself, is responsible for the debts with what he invested and with personal property. If it is a joint-stock company, then it is the property of many shareholders. Everyone contributed a share by buying shares. Shareholders bear the risk of loss only up to the value of their shares. Global issues are resolved by the meeting, and top managers conduct business.
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In the Civil Code Russian Federation There is no such thing as a "Private Joint Stock Company". Joint stock companies are divided into open and closed. Article 96. Basic provisions on a joint-stock company 1. A joint-stock company is a company whose authorized capital is divided into a certain number of shares; Participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own. Article 97. Open and closed joint-stock companies 1. A joint-stock company, the participants of which can alienate their shares without the consent of other shareholders, is recognized as an open joint-stock company. Such a joint stock company has the right to conduct an open subscription for shares issued by it and their free sale under the conditions established by law and other legal acts. An open joint stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account. 2. A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized as a closed joint stock company. Such a company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons. But the form of ownership in joint stock companies can be different - private, mixed. In the first case, the shares of the company belong exclusively to individuals(to citizens). In the second case, part of the shares belongs to legal entities, including state, regional or municipal ones. The Valio company (translated from Finnish as “best, high-quality, elite”) was founded in 1905 by private partnerships for milk processing. Valio Oy is a private joint stock company. Finland has its own legislation. In order to answer your question about Valio, you need to refer to Finnish legislation. Thus, the legislation of a number of countries limits the number of shareholders of a private joint stock company. A private joint stock company can only carry out private (closed) placement of shares. Which roughly corresponds to our CJSC or LLC.
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The procedure for creating and terminating a legal entity This procedure is determined by law and the charter of the legal entity. The founders of a legal entity can, as a rule, be the owners, since in order to form a legal entity, property is necessary that must be transferred to it. In this case, three options are possible. The first is when the founder retains ownership of the property transferred to the legal entity. This occurs when creating unitary enterprises and institutions. The second, when the founder does not retain the right of ownership or other real right, but other obligatory rights arise, such as the right to receive dividends, participate in the management of affairs, to allocate a share, etc. Ownership of property transferred in the form of contributions in these cases, it belongs to legal entities - a business partnership or company, a production or consumer cooperative. In the third case, the founders do not retain any property rights (neither real nor obligatory). This occurs when creating public or religious organizations, charitable and other foundations, associations of legal entities (Article 48 of the Civil Code of the Russian Federation). Analyzing the current legislation, we can distinguish three ways of creating legal entities: administrative, permissive and visibly-normative. In the administrative method, that is, on the basis of an order from the relevant governing body, state legal entities are created. For some legal entities, a permissive method for their creation has been established. Specifically, permission is required to create commercial bank. This permit (license) is issued by the Bank of Russia (Article 13 of the Federal Law on Banks and Banking Activities). The self-regulatory method means that the procedure for creating such persons is determined in advance by the relevant regulations and no prior authorization or order is required for the creation of such a legal entity. After the adoption of the constituent documents, it is enough to “appear” to register a legal entity. When creating a legal entity, constituent documents are developed - either a constituent agreement, or a charter, or both. The constituent documents must define the name of the legal entity, its location, and the procedure for managing its activities. The subject and goals of the activity must be indicated in the constituent documents non-profit organizations and unitary enterprises. In the constituent documents of business companies and partnerships, the purpose of the activity may not be indicated, since these legal entities have the right to engage in any type of activity (Article 49 of the Civil Code of the Russian Federation). In the constituent agreement, the parties (founders) undertake to create a legal entity, establish the procedure for joint activities for its creation, the conditions for transferring their property into its ownership and participation in its activities. The agreement also determines the conditions and procedure for the distribution of profits and losses between the founders, the management of the activities of the legal entity, the withdrawal of the founders from its composition, and approves its charter. Termination of a legal entity can occur either through liquidation or reorganization (merger, accession, division, spin-off or transformation into another legal form). A legal entity is liquidated by decision of the founders, as well as by a court decision (Article 61 of the Civil Code of the Russian Federation). A legal entity is liquidated, in particular, due to the expiration of the period for which it was created, or in connection with the achievement of the purpose for which it was created. By a court decision, a legal entity may be liquidated if its registration is declared invalid or if it carries out activities without a license, or activities prohibited by law, or with other repeated or gross violations law. Public and religious organizations, as well as foundations, can be liquidated, in addition, if they carry out activities that contradict their statutory goals.
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Elena Bobrova
Posting K99 D84 is used to reflect the company's loss. And also for what and when? Tell me please)
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Account 84 “Retained earnings (uncovered loss)” is intended to summarize information about the presence and movement of amounts of retained earnings or uncovered losses of the organization. The amount of net profit of the reporting year is written off with the final turnover of December to the credit of account 84 “Retained earnings (uncovered loss)” in correspondence with account 99 “Profits and losses”. The amount of the net loss of the reporting year is written off with the final turnover of December to the debit of account 84 “Retained earnings (uncovered loss)” in correspondence with account 99 “Profits and losses”. Directing part of the profit of the reporting year to pay income to the founders (participants) of the organization based on the results of approval of the annual financial statements is reflected in the debit of account 84 “Retained earnings (uncovered loss)” and the credit of accounts 75 “Settlements with founders” and 70 “Settlements with personnel for wages”. A similar entry is made when paying interim income. The write-off of the loss of the reporting year from the balance sheet is reflected in the credit of account 84 "Retained earnings (uncovered loss)" in correspondence with accounts: 80 " Authorized capital" - when the amount of the authorized capital is brought to the value of the net assets of the organization; 82 "Reserve capital" - when funds from the reserve capital are used to repay a loss; 75 "Settlements with founders" - when the loss of a simple partnership is repaid at the expense of targeted contributions of its participants, etc. Analytical Accounting for account 84 “Retained earnings (uncovered loss)” is organized in such a way as to ensure the formation of information on the areas of use of funds. At the same time, in analytical accounting, funds of retained earnings used as financial support for the production development of the organization and other similar acquisition (creation) activities. ) new property and not yet used can be divided.
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The main advantage is a simplified liability system
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Accounting for expenses is discussed here in Art. 278 NK: “3. A participant in a partnership who records the income and expenses of this partnership for tax purposes is obliged to determine, on an accrual basis based on the results of each reporting (tax) period, the profit of each participant in the partnership in proportion to the share of the corresponding participant in the partnership, established by agreements, in the profit of the partnership received for the reporting (tax) period from the activities of all participants within the partnership...” A participant conducting common affairs, who is entrusted with such an obligation under a joint activity agreement, must keep separate records of labor costs, social contributions for employees employed in his main activities and in joint activities, as well as other expenses incurred within the framework of the joint venture . These costs are included in the costs of joint activities and reduce the income of all participants. Considering that the contributions of partners and transactions within a simple partnership are accounted for separately, all expenses are aimed at achieving results from joint activities, expenses within a simple partnership, in fact, cannot be classified as direct or indirect. Accordingly, they can be taken into account as implementation progresses. The participant of the partnership who records income and expenses is obliged to inform each participant of this partnership quarterly, before the 15th day of the month following the reporting (tax) period, about the amounts of income due (distributed) to each participant in the partnership. Income received from participation in a partnership is included in the non-operating income of taxpayers who are participants in the partnership and is subject to taxation in the manner established by this chapter. The losses of the partnership are not distributed among its participants and are not taken into account by them for tax purposes.
- Lawyer's answer:
For Marusya - In RAS there is no such concept as “balance sheet profit”. Account 84 “Retained earnings (uncovered loss)” is intended to summarize information about the presence and movement of amounts of retained earnings or uncovered losses of the organization. The amount of net profit of the reporting year is written off with the final turnover of December to the credit of account 84 “Retained earnings (uncovered loss)” in correspondence with account 99 “Profits and losses”. The amount of the net loss of the reporting year is written off with the final turnover of December to the debit of account 84 “Retained earnings (uncovered loss)” in correspondence with account 99 “Profits and losses”. The direction of part of the profit of the reporting year to pay income to the founders (participants) of the organization based on the results of approval of the annual financial statements is reflected in the debit of account 84 “Retained earnings (uncovered loss)” and the credit of accounts 75 “Settlements with founders” and 70 “Settlements with personnel for wages” ". A similar entry is made when paying interim income. The write-off of the loss of the reporting year from the balance sheet is reflected in the credit of account 84 “Retained earnings (uncovered loss)” in correspondence with accounts: 80 “Authorized capital” - when the amount of the authorized capital is brought to the value of the organization’s net assets; 82 “Reserve capital” - when funds from reserve capital are used to pay off losses; 75 “Settlements with founders” - when repaying the loss of a simple partnership at the expense of targeted contributions of its participants
LLC, OJSC. CJSC, etc. A legal entity is an organization that owns, economic management or operational management of separate property and is liable for its obligations with this property, may on its own behalf...
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Well, in a general partnership, the participants enter into an agreement and are responsible for its obligations. All participants have equal rights in managing the company. Profit is distributed in proportion to the enterprise's contribution. Participants in a general partnership bear subsidiary liability with their property under obligation. companies. A partnership of faith is an organization in which joint activities are carried out by the participants - investors, they bear the organizational responsibility. liability within the limits of their contributions and do not take part in the management of this company
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CAPITAL, SHARE - capital made up of shares of participants in a general partnership or limited partnership. Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the joint capital, unless otherwise provided by the constituent agreement or other agreement of the participants.
- Lawyer's answer:
Constituent documents partnerships of faith: A partnership of faith is created and operates on the basis of a constituent agreement. The constituent agreement is signed by all general partners (clause 1 of article 83 of the Civil Code of the Russian Federation). Requirements for the content of the constituent agreement. The constituent agreement of a limited partnership must define: name; location; obligation to create a legal entity; the procedure for joint activities to create it; conditions for the founders to transfer their property to the partnership and participate in its activities; conditions and procedure for distribution of profits and losses between participants; procedure for managing the activities of the partnership; the procedure for the withdrawal of founders (participants) from its composition; conditions on the size and composition of the partnership's share capital: on the size and procedure for changing the shares of each of the general partners in the share capital; on the amount, composition, terms and procedure for making contributions by general partners, their liability for violation of obligations to make contributions; on the total amount of deposits made by investors (clause 2 of article 52 of the Civil Code of the Russian Federation) (clause 2 of article 83 of the Civil Code of the Russian Federation). The founding agreement of a limited partnership may stipulate the subject and certain goals of the partnership’s activities (clause 2 of Article 52 of the Civil Code of the Russian Federation).
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A general partnership is registered where all commercial organizations are registered, with the Federal Tax Service. The state registration fee is 2,000 rubles. It is registered within 5 days, in accordance with the law “On State Registration of Legal Entities.” Information about a General Partnership: A general partnership is recognized as a partnership whose participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership and bear responsibility for its obligations with the property belonging to them. The main features of the Full Partnership: The Full Partnership is created and operates on the basis of the constituent agreement; Participants in general partnerships can be individual entrepreneurs and (or) commercial organizations; A person can be a member of only one general partnership; The corporate name of a general partnership must contain either the names (names) of all its participants and the words “full partnership”, or the name (name) of one or more participants with the addition of the words “and company” and the words “full partnership”; Management of the activities of a general partnership is carried out by general agreement of all participants. Each participant has the right to act on behalf of the partnership, unless the constituent agreement stipulates that all its participants conduct business jointly, or the conduct of business is entrusted to individual participants; A participant in a general partnership is obliged to make at least half of his contribution to the share capital of the partnership by the time of its registration, and the rest must be contributed by the participant within the time limits established by the constituent agreement; Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership; Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the joint capital, unless otherwise provided by the constituent agreement or other agreement of the participants; A participant who has left the partnership is liable for the obligations of the partnership that arose before the moment of his withdrawal, equally with the remaining participants, for two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership; A participant in a general partnership has the right to withdraw from it by declaring his refusal to participate in the partnership at least six months before the actual withdrawal from the partnership; A general partnership is liquidated, in addition to the general principles, in the case when the only participant remains in the partnership. Such a participant has the right, within six months from the moment when he became the sole participant of the partnership, to transform such a partnership into a business company. You can find more information about registering a general partnership here - http://www.alternative-spb.ru/static/rkopt.html
- Lawyer's answer:
A simple partnership agreement (joint activity agreement) is regulated by the Civil Code of the Russian Federation (Articles 1041-1054 of the Civil Code of the Russian Federation). Under a simple partnership agreement (joint activity agreement), two or more persons (partners) undertake to pool their contributions and act together without forming a legal entity to make a profit or achieve a certain goal, which should not contradict the law (Article 1041 of the Civil Code of the Russian Federation). Parties to a joint activity agreement can only be individual entrepreneurs and (or) commercial organizations. Essential condition A simple partnership agreement is the making of contributions to a common cause. The contribution can be expressed in money, other property, professional and other skills and abilities, as well as business reputation and business connections (Article 1042 of the Civil Code of the Russian Federation). The cost of deposits and their monetary valuation are made by agreement of the partners and can be specified in the agreement. If this is not done, then the contributions are assumed to be equal in value. Based on the conditions of the problem, the agreement on joint activities was concluded legally in accordance with Art. 1041, 1042 of the Civil Code of the Russian Federation. S’s statement that during the time M. was in the hospital, she is not owed any income is unlawful, because according to Art. 1048 of the Civil Code of the Russian Federation, the profit received by the partners as a result of their joint activities is distributed in proportion to the value of the partners’ contributions to the common cause, unless otherwise provided by the simple partnership agreement or other agreement of the partners. An agreement to exclude any of the partners from participating in the profits is void. As for damages, according to Art. 1046 of the Civil Code of the Russian Federation, the procedure for covering expenses and losses associated with the joint activities of partners is determined by their agreement. In the absence of such an agreement, each partner bears expenses and losses in proportion to the value of his contribution to the common cause. An agreement that completely exempts any of the partners from participating in covering common expenses or losses is void. According to Art. 1052 of the Civil Code of the Russian Federation, termination of a contract at the request of a party, along with the grounds specified in paragraph 2 of Article 450 of this Code, has the right to demand termination of the contract in relations between itself and other partners in good reason with compensation for real damage to the other comrades. In this situation, the claim cannot be satisfied.
It’s not like Ivanov may have 40 and Perov 60, and losses and profits will be divided not in half, but according to shares.
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Credit cooperation in Finland. I am preparing an answer according to the Rules of Modern Credit Cooperation. Need help. I can't find information on Credit Cooperation in Finland. Huge respect if anyone gives me some information.
- Lawyer's answer:
Finland. In Finland there are two national associations of cooperatives: the social democratic (E-movement) and the neutral (SOK). Both movements began to develop supermarket chains, but later than their competitors. SOK expanded and became one of the largest owners of hotels and department stores. E-movement has become the largest wholesaler. As in other countries, the creation of a single national center was hampered by the ambitions of the leaders of individual cooperatives, but in Finland an additional obstacle was the politicization of one of the associations and the presence of Swedish-speaking and Finnish-speaking populations antagonistic to each other. And yet, economic reasons forced the merger of OTK (the main wholesaler of the E-movement) and COK, which created a single union, ESA, which became the largest cooperative association in Finland. It is worth noting the wisdom of this process: through fragmentation, which combines the advantages of a unified chain with the decentralization of decision-making, there was a final recognition by the movement itself that commercial viability trumped public mentality. The SOK group found its niche for business - small stores in rural areas, while its competitors developed large supermarkets in cities. The results were immediate: in 1997, the share of cooperative trade turnover increased to 35%. Not particularly new, rights, information... .
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Ukrainian chart of accounts Name PlanRU PlanUA Fixed assets 01 OS. Initial cost is 10 OS. Depreciation of 131 intangible assets. The initial cost is 12 intangible assets. Depreciation 133 Acquisition of land. plots 15 Raw materials and supplies 201 Fertilizers, plant protection products, plant protection products 2081 FEED 2082 Seeds and planting material 2083 Purchased semi-finished products and components 202 Fuel 203 Containers and packaging materials 204 Spare parts 207 Other materials 209 Materials transferred for processing 206 Construction materials 205 Inventory and household goods. principal 209 Cattle 211 Pigs 212 Poultry 213 VAT on acquired fixed assets 641 VAT on acquired intangible assets 641 VAT on acquired inventories 641 VAT, paid. customs. org. 641 Excise taxes on paid MTs 641 VAT on pigs 641 Production. Crop Science 231 Production. Plant growing. Field farming 2311 Production. Plant growing. Viticulture 2312 Production. Livestock 232 Production. Processing 233 Repair shops 235 Repair of buildings and structures 235 Machine and tractor park 235 Road transport 234 Energy production 235 Water supply 235 Horse-drawn transport 235 Other auxiliary. production 235 Tourism 236 Overhead costs 25 Overhead. Plant growing 911 OPR. Plant growing. Field farming 9111 OPR. Plant growing. Viticulture 9112 General production. Livestock 912 General production. Processing 913 Administrative costs 92 Service production 235 Product output 29 Goods in warehouse 28 Goods in trade 28 Containers under goods 28 Goods on commission 28 Trade margin 4 28 Finished products warehouse 261 Finished products distribution 262 Selling expenses 93 Cash 30 Current accounts 31 Letters of credit in rubles 331 Check books in rubles 331 Deposit accounts in rubles 31 Special accounts 31 Shares and shares 35 Short-term bills 34 Loans provided 35 Deposits under a simple partnership agreement 35 Acquired rights within the framework of providing financial services. services 35 Accounts payable to suppliers 63 Settlements on advances issued 371 Settlements with customers 36 Settlements on advances received 681 Bills received 681 Settlements with buyers. for goods of the principal in rubles. 36 Short-term liabilities 66 Short-term bank loans 60 Debt on accrued interest 684 Short-term. loans in rub. 60 Proc. in brief loan in rub. 684 Short-term loans on bonds 60 Settlements with banks for short-term accounting. duty. obligatory 60 Long-term loans 50 Debt on accrued interest 684 Long-term. loans in rub. 50 Proc. on duty loan in rub. 684 Long term bonds loans 51 Settlements with banks for long-term accounting. duty. obligatory 51 Income tax 641 Other taxes 641 VAT 641 Preferential VAT of Ukraine Land tax 641 Income tax 641 Sales tax 641 Oblavtodor 641 Property tax 641 Social insurance 652 Accident insurance 656 Individual insurance 654 Pension benefits 651 Medical insurance Payroll payments 66 Settlements with accountable persons 372 Settlements with other debtors and creditors 377 Deferred VAT 641 Authorized capital 40 Profit, subject. distributor 44 Loss subject to coating 44 Non-distributable approx. in circulation 44 Non-distributable approx. used. 44 Targeted financing 48 Income from sales 701 Cost of products sold 901 VAT on sales 701 Deferred costs 39 Financial result 79
Georgy Tsyplyatev
How did Hammurabi’s positive and negative sanctions differ, was there symmetry between them?
Ekaterina Lebedeva
income tax in a simple partnership. Two participants in a simple partnership agreement received income in the amount of 1 million rubles from joint activities in the sale of household appliances to consumers. Is this income taken into account for tax purposes for corporate profits? Justify your answer only. IS IT CONSIDERED OR NOT?
Nadezhda Kulikova
Help with advice. Question about gardening partnership. In our gardening partnership, members of the board have benefits for free consumption of electricity all year round, the rest of the summer residents pay for electricity, if there is an overconsumption of electricity, then the summer residents pay for this overconsumption, it turns out that the members of the board “burn on the lights” all year round, and the summer residents must pay for them, is this legal? and why do board members get such benefits in general?
Victoria Solovaeva
What are the Hamurabi laws about?
Valentina Belyaeva
what is written in the laws of Hammurabi??? write everything
Sergey Tyatin
You own a share in a company equal to 200 thousand rubles. 2. You own a share in a company equal to 200 thousand rubles. In addition to you, this company has 39 more equal co-owners. The authorized capital of the company is 80 million rubles. The company suffered losses in the amount of 100 million rubles. and it faces bankruptcy. Calculate the share of losses that you will have to take on in the event of bankruptcy if the company is A) a general partnership B) a joint stock company
Evdokia Alekseeva
Please translate the text
Stepan Samolov
What is organizational legal form enterprises?. What is the legal form of an enterprise? And give examples. Just don't need a definition from Wikipedia! Thank you!
Vitaly Pronyakov
Private joint stock company and a closed joint stock company - are they the same thing? If not, then what is a private joint-stock company??? It is clear that there are OJSC and CJSC. Well, for example: Valio is a private joint stock company owned by 22 cooperatives, the owners of which, in turn, are 11,100 farmers. What is this private joint stock company????
Karina Davydova
Describe the procedure for creating a legal entity. Help answer 1 question: Describe the procedure for creating a legal entity? What is the meaning state registration?
Mikhail Sladkikh
help with the problem please. Under a simple partnership agreement concluded between state enterprise"Modo" and the limited liability company "Avers" for 5 years, the former contributed the building of the dyeing shop along with everything necessary equipment, as well as 15 tons of dyes, and the second - its commercial reputation, the labor efforts of employees in selling the workshop's products and know-how for dyeing knitted products. The participants' shares in the common property were not determined. As for expenses and losses, as well as profits, they were distributed equally among the comrades. Two years later successful work the company decided to withdraw from the contract. The company insisted on transferring half of the dyeing shop building to it as compensation for early termination of the contract, citing the fact that the know-how had already become known to the enterprise and was being successfully used by it. On the contrary, the company believed that the society's contribution was insignificant, demanded the return of the building and was willing to pay a small sum of money for the use of know-how. Solve the matter. with links to articles...
Olga Nikitina
What form of association is most appropriate? What form of association is most appropriate for enterprises that have decided to implement a project - to jointly create a treatment system waste water, and then transfer it to another organization for operation?
Nikita Pentyukhin
Corporate income tax. help with the calculation. Agreement on joint activities. Revenue received - 12,350,000 rubles. Expenses for joint activities - RUB 9,700,000. Is it legal to deduct these expenses from revenue or not? Because it is not written anywhere (I couldn’t find it) whether this will be correct
Maria Smirnova
Alexey Torbin
Legal entity: concept and distinctive features.
Evgeniy Kolovratov
How is a general partnership different from a limited partnership?
Evdokia Vinogradova
What is share capital?
Alla Bobrova
Package of documents for registration of a limited partnership - what does it include? What documents are required?
Roman Poseidonov
who (state body) registers a “commercial organization-general partnership”
Stepan Tyrtygin
Civil law. Help me solve the problem.. To entrepreneur S., who owns shopping pavilion, citizen M. asked to be hired as a salesperson. S. agreed, but, saying that he would not like to burden himself with the norms of labor legislation on labor protection for women, suggested M. to enter into an agreement on joint activities, according to which S. would undertake the responsibility to organize trade and import goods etc., and M. - work directly with customers. Before concluding the agreement, S. instructed M. to register as an individual entrepreneur and obtain a health certificate. Three months after the conclusion of the agreement, M. was hospitalized due to a complication of kidney disease, and spent two and a half months in the hospital. When she left the hospital, S. told her that she was not owed any income during the time she was in the hospital. In addition, as a result of his illness, he incurred losses, part of which he intends to assign to M. as a business partner. M. filed a claim in court, demanding that the agreement concluded between them be declared invalid and that the actual labor relations. Is the claim subject to satisfaction? Assess the legality of the concluded agreement.
Margarita Grigorieva
Please explain. “Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the share capital” That is, all participants will contribute money equally (Ivanov - 50,000 rubles, Petrov - 50,000 rubles, etc.?)
Yakov Belokonev
Help with the task. Thank you very much in advance. A mason, a carpenter, a plasterer and a painter created a simple partnership to build a house for each participant with their labor at the expense of common funds in an urban village. After the construction of the first house, the comrades built wooden veranda village resident. The amount of work the participants did varied. The distribution of money received for the construction of the veranda caused a dispute. Two of them offered to divide the money equally, and the other two - in accordance with the labor participation of each. In addition, the carpenter asked to buy a circular saw and a plane, which were made by him as a contribution to the partnership and stolen during the construction of the veranda. How should the money received for building a veranda be divided? Is it legal for a carpenter to ask to buy new tools at the expense of the partnership? Will the carpenter receive the purchased tools after the termination of the simple partnership agreement? My thoughts According to the Civil Code of the Russian Federation. Article 1048. Distribution of profit Profit received by partners as a result of their joint activities is distributed in proportion to the value of the partners’ contributions to the common cause, unless otherwise provided by the simple partnership agreement or other agreement of the partners. An agreement to exclude any of the partners from participating in the profits is void. 2). Article 1046. Common expenses and losses of partners The procedure for covering expenses and losses associated with the joint activities of partners is determined by their agreement. In the absence of such an agreement, each partner bears expenses and losses in proportion to the value of his contribution to the common cause. 3).Article 1050. Termination of a simple partnership agreement...2. Upon termination of a simple partnership agreement, things transferred into the common possession and (or) use of the partners are returned to the partners who provided them without remuneration, unless otherwise provided by agreement of the parties. ...A partner who has contributed an individually defined thing to the common property has the right, upon termination of a simple partnership agreement, to demand in court the return of this thing to him, provided that the interests of the other partners and creditors are respected.
Margarita Novikova
Please tell me how to download a free chart of accounts for accounting in Ukraine?
Stepan Abrashin
Please help me solve a problem in commercial law. (Task inside). In January 2009 Ivanov became a member of the general partnership "Smirnov and Company". In December 2008, the general partnership entered into an agreement for the supply of electrical equipment with Energia CJSC. The goods were delivered in two batches. For the first batch, the general partnership made full payments to the supplier. The general partnership did not pay for the second installment. In February, CJSC Energia filed a claim against the general partnership in the amount of 800,000 rubles. Ivanov refused to participate in the distribution of losses, citing the fact that he became a participant in the general partnership after the conclusion of the supply agreement and should not bear obligations under it. Is Ivanov right? What is the procedure for distributing profits and losses in a general partnership?
Various forms of commercial cooperation and entrepreneurial partnerships are permitted. These include the following types: 1. Mudaraba - trust financing The essence of this mechanism is that one party (the investor...
1. Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the joint capital, unless otherwise provided by the constituent agreement or other agreement of the participants. An agreement to exclude any of the partnership participants from participating in profits or losses is not permitted.
2. If, as a result of losses incurred by the partnership, the value of its net assets becomes less than the size of its share capital, the profit received by the partnership is not distributed among the participants until the value of the net assets exceeds the size of the share capital.
Commentary to Art. 74 Civil Code of the Russian Federation
1. General rule established by the commented article in relation to the bearing by the participants of a general partnership of the risk of losses or participation in the distribution of profits: both are distributed in proportion to the shares of the partners in the share capital. However, like many other rules regulating the position of a simple partnership and its participants, this rule is also dispositive in nature, providing the participants with the opportunity to decide on the distribution of profits and losses of the general partnership among themselves at their own discretion. Moreover, in a different way, different from the Civil Code of the Russian Federation, participants can resolve these issues both in the constituent agreement and in another agreement, providing for another criterion, for example, depending on personal participation in the affairs of the partnership, and not on the size of the contribution to the share capital.
However, the law still sets the limits of such an agreement. It is important that none of the partners can be completely excluded from participating in the distribution of profits or in bearing losses of the partnership. Even if this is established by a mutual agreement, in which participation in profits and losses is made dependent on the degree of participation or, on the contrary, non-participation in the affairs of the partnership. Such an agreement is void as it contradicts the imperative requirement of the law. Moreover, in any case, regardless of the agreement, the participants retain full responsibility for the obligations of the partnership with all their property (Article 75 of the Civil Code).
2. The norm contained in paragraph 2 of the commented article is ultimately another guarantee of the interests of the creditors of the partnership, along with the subsidiary liability of the participants for the debts of the partnership. If a partnership has suffered losses as a result of which its net assets have become less than the amount of the share capital, then the profit cannot be distributed among the partners until the value of the net assets exceeds the amount of the share capital. This rule prohibits the use of the partnership's profits in the personal interests of the partners in a situation where the information about the partnership's share capital specified in the constituent agreement does not correspond to its actual content, i.e. are unreliable. By establishing such a prohibition, the Civil Code of the Russian Federation thereby influences the direction of use of the partnership’s profits in order to lead to the necessary excess of the value of net assets over the size of the share capital.
