What is a consumer cooperative and what types is it? Production cooperative as an organizational form of activity Advantages of production cooperatives

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or economic activities based on their personal labor and other participation and the consolidation of property shares by its members (participants).

Art. 107 of the Civil Code of the Russian Federation

The production cooperatives existing in our country in their essence and organizational and legal basis are actually close to limited liability companies. Indeed, the property of cooperatives is formed on a share basis, due to the contributions of its members, made in monetary and material forms. The sources of the formation of property are also the products of the cooperative and the income received from its sale and other types of activities. The supreme governing body of the cooperative is the general meeting.

The executive bodies are represented by the board headed by the chairman. The managerial functions of the general meeting and the board in cooperatives and societies are very similar, the mechanism for creating and registering cooperatives and societies, the content of the statutes regulating their activities are also similar.

Production cooperatives are created for joint production, processing, marketing of industrial, agricultural and other products, trade, and the provision of services.

The words "production cooperative" or "artel" should be included in the corporate name of the cooperative.

The constituent document of a production cooperative is the charter approved by the general meeting of its members. The number of members of the cooperative must not be less than five people. The property owned by a production cooperative is divided into shares of its members. The profit of the cooperative is distributed among its members in accordance with their labor participation, unless a different procedure is provided for by law and the charter of the cooperative. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors is also distributed.

The supreme governing body of the cooperative is the general meeting of its members. A member of the cooperative has one vote when making decisions by the general meeting. He has the right to leave the cooperative at his own discretion. In this case, he must be paid the value of the share or issued property corresponding to his share, as well as other payments provided for by the charter of this organization.

A production cooperative may be voluntarily reorganized into a business partnership or society by the unanimous decision of its members, or liquidated. A production cooperative differs from both partnerships and societies:

· Based on a voluntary association of individuals - citizens who are not individual entrepreneurs, but participate in the activities of the cooperative by their own labor. Accordingly, each member of the cooperative has one vote in the management of its affairs, regardless of the size of its property contribution;

· The profit received in the cooperative is distributed, first of all, taking into account labor participation, and not the property contribution (share). That is why the production cooperative is characterized in the Civil Code of the Russian Federation as an artel.

The Civil Code of the Russian Federation has supplemented the classic construction of a cooperative-artel with important provisions:

ü members of the cooperative bear additional responsibility for its debts, although not with all of their property, but in the amount predetermined by the charter (this, to some extent, brings it closer to a society with additional responsibility). Usually this amount is a multiple of the share or share participation of a member of the cooperative, but cannot be lower than the minimum provided by law;

ü membership in a cooperative is possible for both legal entities and individuals who are not directly involved in its activities, but make certain property contributions (and, accordingly, receive a certain income from them).

The Civil Code of the Russian Federation provides for a mandatory minimum of members of a cooperative - at least five, because, unlike societies, a cooperative cannot function as a “company of one person”. The cooperative has the possibility of creating indivisible funds (or fund), the property of which can be divided between its members only in the event of liquidation of the cooperative after the claims of all its creditors have been satisfied. The collection of creditors for the personal debts of the members of the cooperative cannot be levied on this property.

An important feature of the cooperative is that, taking into account labor participation, not only profit is usually divided here, but also the liquidation quota.

The advantages of a production cooperative:

· The profit of the cooperative is distributed among its members not in proportion to shares, but in accordance with their labor contribution. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors is distributed in the same manner. This distribution order materially motivates each member of the cooperative to treat their work more conscientiously;

· The legislation does not limit the number of members of the cooperative, which provides great opportunities for individuals to join it;

· Equal rights of all members in the management of the cooperative, since each of them has only one vote.

Disadvantages of a production cooperative:

ü due to the fact that the number of members in a cooperative should not be less than five, the possibilities of its creation are significantly limited;

ü Each member of the cooperative bears limited subsidiary liability for the debts of the cooperative.

A production cooperative is in fact a commercial organization created by shareholders to conduct joint activities. The activities of the cooperative are regulated by the Charter adopted by the general meeting. All members of the cooperative take part in its activities, which is manifested by labor participation, provision of transport, financing or input of material resources. Members of the cooperative decide all issues at meetings of shareholders, each has one vote to make decisions.

Who can be the founder of the cooperative

The founders of a cooperative may be several people who have decided to create it on a share basis. The constituent document of the organization is the Charter, it is adopted at the general meeting of the founders and must contain the following points:

The name and address of the cooperative.
For which period it is created, if it will be valid indefinitely, you need to indicate this.
The goals set by the subject of the activity should indicate the intended activity of the cooperative.
The procedure for accepting new members, the amount of the initial payment.
The amount of subsequent contributions and the procedure for their payment, etc.

Where is this form of activity used?

It is possible to create a production cooperative in any field of activity that is related to the production of goods and their sale. The restrictions apply to the creation of associations for the sale of those types of products that are prohibited by law.

This form of management is most often used in agriculture when creating collective farms or cooperatives, they are similar to each other, and their activities are regulated by the relevant Law. Any cooperatives are created voluntarily by shareholders in order to make a profit in the most profitable way.

What are the advantages of a production cooperative

Production cooperatives have advantages, among them:

The profit is distributed among the members of the association by their labor contribution... The common property is also distributed after its liquidation. This approach to distribution contributes to the material interest of each member of the organization, motivates him to improve the results of his work.
No restrictions on the number of its members - this allows more people to join the organization.
The presence of equal rights in the management of the association... All members of the organization are required to make regular contributions to form a mutual cooperative fund. If the property of the organization is not enough to compensate for its debts, all its members must compensate for the missing finances with their own funds. Thus, there is subsidiary liability for the organization's debts.

The most important advantage of a cooperative association is the principle inherent in it - “ one for all and all for one". It is not uncommon for shareholders to leave the cooperative after a while, but most members adhere to the established rules and work for the result. There is no bureaucratic red tape, members of the cooperative, upon joining, only need to submit a passport and a copy of a work book. Adults have the right to join the cooperative, who may not take personal labor participation, but are required to make an additional share (up to 25% of the total number of members).

Everyone can, if they wish, leave the cooperative and take their share. The profits are divided according to the participation of each. The positive is that all members of the organization have information about the state of affairs and have the right to participate in decision-making. It is allowed to have a certain number of shareholders who do not take part in the activities of the enterprise. In general, the management of the cooperative is carried out on democratic principles.

What are the disadvantages of a production cooperative

Along with the positive aspects, there are negative aspects in the activities of the cooperative, among them it can be noted: the cooperative cannot issue and sell shares, the members of the organization are required to contribute 10% of the amount of the authorized capital when the association is created, and pay the remaining amount within a year after its foundation. The existing property is divided between the founders into shares, and the indivisible property is entered into the Charter and regulated by all of its members.

The downside is that the cooperative can create at least 5 people - this is a limiting point. For the debts of the cooperative, each of its members bears subsidiary responsibility, and the shareholder who leaves the association is not given a share in net assets, but a share contribution.

conclusions

A production cooperative, as a production and legal form of activity, is not a mass phenomenon in the Russian Federation, this is due to the fact that it combines not capital, but personal labor contributions, which is not suitable for doing serious business. And the subsidiary liability of members of the organization for obligations is also a deterrent.

The most popular types of legal entities are limited liability companies, joint-stock companies and cooperatives. Let's consider their pros and cons.

Limited liability companies

LLC is a legal entity that was created for the purpose of generating income for all members of such a commercial enterprise. In fact, this is the unification of participants and the attraction of their capital for a common cause. Today LLC is considered the simplest form of business organization.

The liability for the property of the company does not affect the liability for the property of its participants.
An LLC can carry out many types of licensed activities, in contrast to private entrepreneurs.
Such a business is highly liquid due to the fact that if something happens it can be re-registered by selling part of the authorized capital. When the permits apply to the LLC, they will be valid after the sale of the company to the new owners.

Minuses:

To formalize the sale or transfer of your part of the authorized capital of the company, you need to register the changes in the manner prescribed by the state.
The laws are strict on legal entities in terms of offenses, since a legal entity acts as a qualified participant in civil circulation.

These legal entities exist in two versions. Public and non-public type. The difference between the two is how the companies' shares will be placed on the secondary securities markets. JSC is a legal entity that can unite individuals and legal entities to mobilize their capital. In non-public companies, all shares will only circulate in a certain circle of persons. Public joint stock companies can distribute securities without the consent of its members.

Pros of JSC:

As a legal entity, companies can perform almost all types of licensed activities.
Highly liquid type of activity, its re-registration is possible. State registration for the purchase of a joint-stock company is not required, which greatly simplifies the entire procedure for its transfer to new shareholders.
There is no need for special accounting when buying and selling individual shares of the company.

Minuses:

You need state registration when opening such a legal entity, plus a separate registration when issuing shares.
The legislation strictly persecutes lawbreakers in the person of joint-stock companies, since they will also be participants in civil circulation.

Production cooperatives

The production cooperative acts as a legal entity. This is the unification of its participants for the production of material values \u200b\u200band resources. A huge plus of such an association is that a firm or an individual will be directly involved in all cooperative affairs, that is, have a real impact on the situation. Taking into account the democratic principle in management, this has a good effect on the relationship between the work collective and the leadership.

Benefits:

Production cooperatives carry out a variety of licensed activities.
They have tax and other benefits for certain types of activities.

Disadvantages:

If someone wants to leave or join the members of the cooperative, this requires the allocation of a share (property contribution), also such an action must be registered in a certain way.
It is rather difficult to transfer such a business, since the input and output of participants must be registered with the state.
Provides joint liability of all participants if the cooperative has debts.

People tend to unite according to their interests, to solve common problems and satisfy any specific needs. In a team, all issues are easier to solve. For this, there is such a concept as a consumer cooperative. This legal form can be found not as often as commercial organizations, but it exists and is actively used in some spheres of society. This article deals with the interpretation of the concept of "consumer cooperative", the forms and types of such communities, the content of the charter and other useful information on the topic.

Deciphering the concept

The activities of consumer cooperatives are aimed at meeting the specific needs of citizens or legal entities that are members of it. Basically, the goals are material in nature. Any person who has reached the age of sixteen, as well as various legal entities, can join the cooperative. The minimum number of participants is five individuals or three legal entities.

A consumer cooperative is a phenomenon regulated by the state at the legislative level. The main provisions are reflected in the Civil Code of the Russian Federation. More detailed explanations and subtleties of regulation are reflected in the Federal Law "On consumer cooperation in the Russian Federation" No. 3085-1 of 19.06.1992. The federal law contains information on the creation of cooperatives, their structure, peculiarities of participation, property issues, as well as issues of reorganization, liquidation and merger of existing companies.

What cooperatives do

A consumer cooperative is a community of people founded to achieve certain economic goals. Decisions are made by voting. Each member of the cooperative has a vote, which he has the right to give for a certain option for the further development of events. That is, one payer of contributions - one vote. At the same time, the direction of the society's activity can be any: there are construction, housing, garage, summer cottage, agricultural and other cooperatives. The people in these organizations are united by one goal.

The state provides for the regulation of certain types of cooperatives by separate legislative acts. These include agricultural, credit and housing cooperatives. They are regulated, respectively, by the Housing Code and the Laws "On Agricultural Cooperation" and "On Credit Cooperation".

Forms of consumer cooperatives

Depending on the problem for the solution of which a consumer community is created, cooperatives are divided into several forms. Below is a list with a transcript.

Construction and consumer cooperative. It is created for the purpose of owning and using real estate objects (various buildings).
Housing construction cooperative. Members of this community organized their own cooperative with the aim of constructing a residential building in which they will subsequently live.
Garage cooperative. Includes owners of garages built in a separate area.
Country cooperative. A group of people who own land plots used as a summer residence or garden in a certain area.
Housing savings cooperative. Such societies are joined by citizens who jointly want to purchase or build housing.
A consumer society or a consumer cooperative of citizens is a cooperation between citizens and legal entities. This form was especially widespread in the USSR.
Agricultural cooperative. It includes agricultural enterprises, as well as individual farmers engaged in running their own economy.
Serving cooperatives. They can conduct a fairly extensive and varied activity - insurance, transport services, resorts, medical care, repair work, consultations in various fields.
Credit consumer cooperative. Created to resolve financial issues of participants. The cooperative attracts personal savings at an interest rate, loans are issued, and financial mutual assistance is provided.

The meaning of opening cooperatives

A non-profit consumer cooperative was a very common organizational and legal form earlier. Cooperatives were opened everywhere geographically and in all economic spheres. Their number gradually declined after the perestroika times of 1991. The property of cooperatives was privatized by more entrepreneurial people, and citizens have forgotten how to build relationships on trust. However, the practice of cooperatives has proven to be effective. People create such communities for very different purposes: to buy goods at lower prices, to evenly distribute the costs of maintenance of farms and repair services, to jointly accumulate capital and to build housing. The advantages of cooperatives are obvious: due to the large number of participants, it is possible to carry out bulk purchases at prices much lower than market prices, there is the possibility of accumulating funds and its rational distribution in matters of maintenance of plots and other property. At the same time, the government in cooperatives is carried out by voting, which allows all members of society to speak out, and not transfer all power to one hand. Even today it is impossible to imagine some activities without cooperatives - garages, gardens, summer cottages, rural communities.

Pros and cons of opening a cooperative

Any organizational and legal form carries certain advantages and disadvantages. The situation is the same with cooperatives. The organization of a consumer cooperative has the following advantages to the participants:

Equality and solution of issues through voting. It doesn't matter what contribution the participant made, the amount may differ significantly, but the "weight" of the vote will be the same for everyone. Important issues are resolved only jointly; some decisions can be made only with a unanimous vote.
In cooperatives, all participants work. No more than a quarter of the total number of people are unemployed. At the same time, there is a minimum of hired workers.
The frequency of distribution of income is established in the cooperative also by voting. At the same time, you can divide the earned even daily. But the amount of the issued dividends should not exceed half of the net income.
The work takes place in a team of "friends". Questions about accepting a new member are also accepted by voting. If someone is against expanding the number of participants, it is impossible to accept a newcomer.
The number of participants is not limited. There can be infinitely many of them. But there is a minimum threshold of 5 people.
The organization of a consumer cooperative is also good in terms of taxation. If the number of participants is less than 100, and the income is less than 80 thousand rubles, the cooperative has the right to apply the simplified tax system.
The minimum age limit for participants is 16 years.

Cons, of course, are also enough. If we look at all the listed positive aspects from a different angle, we will see the following picture:

It is impossible to independently decide in which direction to continue development, where to spend the profit and whether to accept a new participant.
You can leave the cooperative by taking your share and income due for the period. At the same time, property that cannot be divided remains with the cooperative free of charge. You can sell your share either to other participants or to a third party, if it was allowed by the vote.
Hiring employees in a cooperative is difficult and not always allowed.
The members of the cooperative are liable for debts with all their property, and not only with the shares contributed to the organization.

The process of opening a cooperative

Organization of a consumer cooperative is not as difficult at the initial stage as it might seem. The process of creating a society begins with finding partners. There should be at least five of them. But it can be working and unemployed, free and remote employees, pensioners and schoolchildren from 16 years old. A legal organization may act as a sponsor. Of course, she will not work on a level with everyone, but she can provide funds for the first time. As a reward, a share is allocated to her, and therefore a part of deferred income.

Complete anarchy is impossible in any society, therefore, a cooperative needs a person to represent the interests. This person is called the chairman. He carries out on behalf of the cooperative all legally significant actions: registration, liquidation, reorganization, representation in courts and tax inspectorates. With a number of ten people, the creation of a board will be required. With the number of participants from fifty people - the supervisory board.

Further, the charter of the consumer cooperative and the minutes of the meeting on the establishment are written. After that, the participants pay the amount of share contributions in the amount of at least 10 percent of the contribution of each of them. A temporary account is opened, funds are deposited in cash or non-cash, marked "share contribution". Not only money is accepted, the contribution can be paid by property. It is evaluated by the participants and a free-form act is drawn up. After this procedure, you must pay a state fee. Its size is 4,000 rubles. After paying the fee, you can submit documents to the tax office to register a legal entity. In a few days, you need to get a ready-made certificate.

What is written in the charter

The charter is the most important document of any organization. All the nuances of the work are prescribed in it. Cooperatives are no exception. There are statutory clauses that must be included in the charter. For a company of this nature, the following information is required in the constituent documents:

full name of the legal entity;
actual and legal address;
purpose of creation and main direction of activity;
the rules adopted by the participants on the procedure for admission and withdrawal from the cooperative;
information on contributions, their size, payment procedure, sanctions for delay;
structure and composition of the governing body;
a list of the rights and obligations of the participants;
information on how profits and losses are distributed among members of the society;
description of the reorganization and liquidation procedure.

If the charter is drawn up with errors, the tax authorities will not accept it. You will have to make adjustments, then pay the state fee again and only after that apply again for registration. This is not only a waste of time, but also of money. Therefore, people who do not understand the nuances of office work prefer to hire a lawyer. You can also do without your own strength. There are many templates on the Internet. The founders of the company will only need to carefully replace the data of the fictional organization with their own.

Consumer cooperative: capital

The main source of funds for any cooperative is the contributions of its members. Primary funds of a consumer cooperative are formed exclusively at the expense of the participants. In the future, capital can be increased in various ways, depending on the direction of the organization. For example, a trade and production cooperative can raise money by selling goods and services. At the same time, the garage cooperative exists exclusively on contributions from participants.

The size of a mutual fund is not fixed and is not limited in size by law, in contrast to a limited liability company. Its size is determined by the general meeting before registration with the tax office. In the future, the general meeting can also make decisions on changing the main fund.

Credit consumer cooperative

A credit cooperative is created by citizens or legal entities on a voluntary basis. The minimum number of members is 15 individuals or 5 legal entities. The purpose of the establishment is to satisfy the financial interests and needs of its members. There are two types:

credit cooperative of individuals (in such a cooperative there can be no legal entities);
a credit cooperative of the 2nd level (this form combines several credit cooperatives).

A credit cooperative is a non-profit organization designed to meet the needs of shareholders. To achieve these goals, he combines the funds contributed by the participants, then offers them, if necessary, as a loan to his shareholders. In addition, other actions can be carried out, which should lead to the goal for which the society was created. The activities of such cooperatives are regulated by the Bank of Russia and the Law "On Credit Cooperation".

Participation in a credit cooperative is often a much more profitable option than loans and credits from banks. The company sets the most optimal loan conditions for its shareholders. The percentage at which a loan is issued is almost always below the average banking average, and the term may be more optimal for a member of the cooperative. Participation in such a cooperative is most relevant for people whose activities are constantly associated with borrowed funds.

SPK

The agricultural consumer cooperative is the most common type of community today. Naturally, the bulk of all these organizations are located in villages and rural areas. This is where it makes sense to engage in this activity. An agricultural consumer cooperative can be of any orientation:

livestock;
horticultural;
gardening;
supplying;
service;
trade;
processing;
SPK of a different type.

It can be opened with a minimum number of participants of 5 people or 2 organizations. At the same time, there is a condition for carrying out work for members of the SEC. Namely, at least 50% of all work must be done for the participants.

The process of opening a company begins with developing a plan, submitting applications for participation from shareholders and holding a general meeting. Documents for registration of the cooperative are submitted after the completion of these stages.

For individual farmers and rural residents who run their own farms, participation in the SEC is beneficial. It is difficult and time-consuming to cultivate vast areas of land without expensive equipment, and when you open an SPK, you can purchase this equipment with a benefit for each participant. The same goes for equipment for poultry and livestock breeders. Special buildings, equipment for the care, medical care of animals, the purchase of feed - all this becomes much more profitable when opening a legal entity. Thus, the quality of products, their quantity increases, and the costs of each individual participant become lower.

A production cooperative (hereinafter referred to as PC) is often referred to as an effective model of tax optimization, especially in terms of paying insurance premiums. The production cooperative does provide a number of opportunities in this regard, but not as many as some "tax Copperfields" claim. And, as is usually the case, in order to implement these opportunities in practice, it will be necessary to pay a lot of attention to the specifics of the business and the peculiarities of the production cooperative as a legal structure.

In addition to the Civil Code of the Russian Federation, the legal status of production cooperatives is regulated by the Federal Law of 08.05.1996 No. 41-FZ "On production cooperatives."

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services) based on their personal labor and other participation and consolidation by its members (participants) of property share contributions. clause 1 of Art. 106.1 Civil Code of the Russian Federation

The bottom line is that this is a commercial organization, which is an association of citizens (legal entities can also be members of a production cooperative) in order to carry out joint business activities within the framework of any production industry. The definition contains an indicative list of such activities, but it is not exhaustive. In fact, any activity can be formatted as a PC.

Key features of a production cooperative.

Important features of a PC that you should pay attention to include:

The presence of a statutory requirement for the minimum number of PC members is at least five people. The maximum number of cooperative members has not been established;
The members of the cooperative can be divided into two groups:

taking personal labor participation in the activities of the cooperative;
not taking personal labor participation in the activities of the cooperative. Their number should not exceed 25% of the number of members of the cooperative included in the first group.

A cooperative may hire employees who are not members of the cooperative. Their number cannot exceed 30% of the number of PC members.
A cooperative member contributes, among other things, his ability to work, so there is no need to conclude an employment contract with him. Relations with a cooperative (in particular, the procedure for joining and leaving a cooperative, the procedure for distributing profits, etc.) are regulated by law, the charter of the cooperative and the rules of the cooperative's internal regulations, and not by an employment contract (Articles 19, 20 of the Federal Law "On production cooperatives" ).
Members of the cooperative who have not entered into an employment contract with the cooperative, but who take labor participation in the activities of the cooperative (after all, for this purpose they united into the cooperative), they are not taken into account when determining the average payroll number of employees of the cooperative (subparagraph "z", paragraph 80 of the Order of Rosstat dated 26.10.2015 N 498 "On approval of Instructions for filling out forms of federal statistical observation ...").

Accordingly, it is possible to comply with the limitation on the maximum number of employees for the application of the simplified tax system (100 people) with the actual involvement in the production process of a much larger number of people, since members of the cooperative are not taken into account when calculating the maximum number.

Thus, if you combine production workers into a cooperative, the number of other employees (for example, a separate accountant, cleaners) will not exceed 100 people, they will be hired employees.

The profit of the cooperative is distributed among its members in accordance with their personal and (or) other participation and the size of the share contribution.

The members of the cooperative who take personal labor participation in the activities of the cooperative have the right to receive payment for their work in cash and (or) in kind.

With regard to compulsory insurance, the members of the cooperative are subject to social and compulsory health insurance and social security on an equal basis with the employees of the cooperative. The time of work in the cooperative is included in the length of service; an entry is made in the work book about membership in the cooperative.

On the possibilities of tax savings in PC: risks and measures to reduce them.

The profit of the cooperative is distributed among its members in accordance with their personal and (or) other participation and the size of the share contribution (clause 1 of Article 12 of the Federal Law "On PC" (1). In this case, in proportion to the size of the share contribution, no more than 50% can be distributed all profits of the PC (clause 2 of Article 12 of the Federal Law "On PC").

This is where both the potential and the danger of the effect of optimizing insurance premiums when paying to members of a production cooperative lies!

Let's look at it in order. Legally provided two payment optionslabor of members of the cooperative:

1) payment for labor in cash and (or) in kind. This is actually a salary that is subject to personal income tax and insurance premiums in accordance with the generally established procedure.

Total taxation: 13% personal income tax + 20 (30)% insurance premiums.

2) part of the PC's profit distributed in its favor:

a) in proportion to the size of the share contribution - in this way, no more than 50% of the profit can be distributed (part 2 of article 12 of the Federal Law "On PC").

This payment by its nature is not income from the performance of work (rendering of services) and is, in its content, a dividend (clause 1 of article 43 of the Tax Code of the Russian Federation). Payable from net profit and not subject to insurance premiums. In this case, the personal income tax rate is 13% as for the payment of dividends.

Total: income tax from the cooperative (20% income tax or 5 (6, 10, 15)% according to the simplified tax system) + 13% NFDL.

b) in accordance with the personal labor participation of a member of the cooperative.

Payments to PC members in connection with their personal participation are also dividends in nature and should not be subject to insurance premiums. But, alas, state bodies, including, unfortunately, the courts, these payments are considered as remuneration.

It all started with the Decision of the Supreme Court of the Russian Federation dated 02/10/2015. in case No. A65-23251 / 2013.

In that case, the Production Cooperative concluded labor contracts with all its members and paid them wages. He distributed his net profit as follows:

30% - in equal shares between members of the cooperative, that is, in proportion to equal share contributions;

70% - in proportion to labor participation, which was determined based on the annual salary of each member of the cooperative.

The Pension Fund, based on the results of the on-site inspection, calculated the PC from the specified 70% insurance premiums, which became the subject of a legal dispute, which reached the Supreme Court. As a result, the Court ruled that the distribution of 70% of the profits in this case completely depends on the amount of payments for the performance by employees (members of the cooperative) of their labor duties and is directly related to the remuneration system, in connection with which payments are incentive and rewarding in nature, and therefore are subject to insurance premiums.

Thus, only that part of the profit that is distributed in proportion to the share contribution is equal to dividends and is not subject to insurance premiums.

But we will not be us if we do not offer our interested readers a kind of "umbrella" that will allow us to survive the impending bad weather as much as possible, and get out as "dry" as possible in such matters.

So what to do:

1. First, use the "full" opportunity provided by law to distribute profits among members of the cooperative in proportion to the share contributions, that is, by all 50%. The payments distributed in this way are not encroached upon by the Pension Fund.

2. The concept of "labor function" performed by an employee within the framework of an employment contract is still not identical with the concept of "labor contribution" of a member of a cooperative, no matter how much the representatives of the Pension Fund would like it.

Let us explain that the "labor function" is not directly related to the profit received by the cooperative, and payments are made to the employee in this case for the very fact of its performance and are regulated by labor legislation. Whereas the "labor contribution" should directly determine the profit received by the cooperative, and is established in accordance with its Charter. The labor contribution of members of a cooperative performing identical labor functions may be different.

If we turn to the case we examined, then the PC made a fatal mistake by directly linking the labor contribution under the Charter with the salaries of members of the cooperative under labor contracts. In this case, it turns out, for example, in order to increase the share in the profit of some member of the cooperative, it is necessary to raise his wages to the appropriate level. Consequently, all activities of the members of the cooperative were subject to labor legislation. This predetermined to a significant extent the "bad" decision of the Supreme Court.

Therefore, we learn from other people's mistakes and exclude from the PC Charter any possible references to the norms of labor legislation. We even recommend directly reflecting in the Charter that the members of the cooperative do not receive wages for labor, but receive dividends upon a monthly distribution of profits, depending on their labor participation, which is determined by the Charter.

When determining the order of distribution of profits in accordance with labor participation, do not refer to the labor process, focus on its result, that is, on the labor contribution to the profit received by the cooperative.

For example, for salespeople, you can develop a system of points that are taken into account in the distribution of profits, accrued depending on the number and amount of transactions concluded. You can apply different multiplying coefficients to deals made with new clients, decreasing ratios to deals that the client has refused, etc.

For production employees, the scoring system can be based on the planned and actual volume of production for each member of the cooperative, the use of reducing factors in the presence of a "marriage", etc.

In the regulation of the activities of members of the cooperative, avoid referring to documents inherent in labor relations: staffing, tariff and qualification characteristics of work, job descriptions, orders for appointment to a position and other documents indicating a specific profession, specialty, type of assigned work. For example, in a production cooperative, the staffing table should definitely be replaced by "a list of cooperative members who take personal labor participation in the cooperative's activities." Instead of the usual orders, minutes of meetings of PC members and orders of the Chairman of the PC, acting in accordance with the Charter, should be drawn up.

3. One more point. Pay attention to the composition of the members of the cooperative, try not to include in it workers whose functionality does not directly affect the generation of profit, for example, an accountant, lawyer, service personnel, etc. It is better to conclude labor contracts with them or transfer to outsourcing.

If it becomes necessary to conclude an employment contract with a member of the cooperative, then clearly separate the function for which he will receive a salary from his labor activity as a member of the cooperative.

We are confident that such measures will increase the chances of defending the right not to pay insurance premiums.

However, in any case, in comparison with labor participation, the amount of money received by each member of the cooperative on hand can be higher due to a decrease in the amount of budget receipts in the form of insurance contributions.

The business goal of creating a cooperative will be to increase the interest of workers in a high-quality result to increase their income level, reduce staff turnover. Therefore, along with tax optimization, the PC also gives a clear managerial effect: it increases the motivation of employees, gives a feeling of participation of each employee in the distribution of profits, which increases interest in increasing the profitability of production.

As a result, in the case of practical application of such an organizational and legal form as a production cooperative, it is possible to obtain a clearly noticeable effect of reducing the tax burden (there is a possibility of switching from the OSN to the simplified tax system for any number of PC members), as well as the size of the transferred insurance premiums, while increasing the amount of payments to members of the PC on hand and additionally receiving an effective way to motivate all members of the PC to develop production and increase its profitability.

At the same time, we categorically do not recommend following the advice of many consultants and creating production cooperatives of all our employees, refusing labor contracts with them and thus saving on salary taxes. It is highly likely that this move will be recognized as a tax scheme with all the consequences, since there is no reasonable business purpose of building relationships in this way. You must admit that a company engaged in retail trade looks strange, which does not have a single seller on its staff, but has entered into an agreement with a certain Production Cooperative “Retailers”. This is very reminiscent of the "outsourcing schemes" of the past years, on which quite a few of our retailers got burned.

An example of using a PC in practice taxCOACH®

An example of when this tool can be used is the following situation:

The main activity of the business was the production of chemicals and their sale to industrialists. At the same time, the key feature was that there were several similar chemical industries, and new ones constantly appeared. The sale was carried out by a group of managers who did not have special knowledge in chemistry, but were able to sell "anything".

The features of their "working conditions" were as follows:

minimum fixed salary;
basic income - a percentage of the profit earned by a particular manager;
a prescribed system of penalties and incentives developed by the managers themselves;
additional grounds for the dismissal of managers;
there are no stationary workplaces: there is a room with empty desks, at which any of the managers can sit down with his laptop. After work, the table should remain as empty as it was. Similarity to coworking centers.

It is obvious that such a nature of relations between managers and the company does not fit into the framework of labor relations with their mandatory standards and guarantees.

Since an important feature of this part of the business is precisely the ability to sell “anything”, it was decided to clothe this competence in the form of a Production Cooperative that provides appropriate services to production units.

In this case, the Trading House, created in the form of a PC, accumulated a client base and experience of successful activities, selling chemicals on its own behalf and under its own brand name. The manufacturing sector, on the other hand, could grow and evolve without compromising customer relationships. All the nuances of relations with managers were flexibly adjusted in the PC Charter.

As a result, this made it possible not only to clothe all the features of the work of "salesmen" in legally legitimate forms, but also to provide an opportunity for legal savings in salary taxes and receipt of cash. At the same time, we emphasize that tax savings here are not the main goal, but a "side" effect of exposing the relationship to the corresponding legal form. In this case, the tax benefit will never be considered unreasonable.

Thus, the use of a production cooperative in a group of companies requires a restrained approach, and some of its truly unique and effective features are open only to advanced users.

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