What is a consumer cooperative and what types does it exist? 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 activity based on their personal labor and other participation and the association of its members (participants) of property share contributions.

Art. 107 of the Civil Code of the Russian Federation

The production cooperatives that exist in our country, in their essence and organizational and legal basis, are actually close to societies with limited liability. Indeed, the property of cooperatives is formed on a shared basis, at the expense of contributions from its members, made in monetary and material forms. The products of the cooperative and the income received from its sale and other activities also serve as sources for the formation of property. The supreme governing body of the cooperative is the general meeting.

Executive bodies represented by a board headed by a chairman. Management functions general meeting and boards in cooperatives and societies are very similar, the mechanism for creating and registering cooperatives and societies, the content of the charters regulating their activities are also close.

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

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

The founding document of a production cooperative is the charter approved by the general meeting of its members. The number of members of the cooperative should not be less than five people. The property owned by the 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 otherwise provided 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 a cooperative is the general meeting of its members. A member of a cooperative has one vote in 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 given 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 company by unanimous decision of its members, or liquidated. A production cooperative differs both from partnerships and from societies:

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

· the profit received in the cooperative is distributed, first of all, taking into account the 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 supplemented the classical design of a cooperative artel important provisions:

ü members of the cooperative bear additional liability for its debts, although not with all their property, but in the amount predetermined by the charter (this to some extent brings it closer to a company with additional liability). Usually this amount is a multiple of the share contribution or equity 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 who 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 participants only in the event of liquidation of the cooperative after satisfaction of the claims of all its creditors. This property cannot be levied by creditors for personal debts of members of the cooperative.

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

Advantages of a production cooperative:

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

· the legislation does not limit the number of members of the cooperative, which presents 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.

The production cooperative is, in fact, commercial organization, which is 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 the introduction of material resources. Members of the cooperative decide all issues at meetings of shareholders, each is given one vote for decision-making.

Who can be the founder of a cooperative

The founders of a cooperative can 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 items:

Name and address of the cooperative.
For what period it is created, if it will be valid indefinitely, you need to specify this.
The goals that the subject of activity sets for himself, the proposed activity of the cooperative should be indicated.
The procedure for accepting new members, the amount of the initial contribution.
The amount of subsequent contributions and the procedure for their payment, etc.

Where does this type of activity apply?

You can create a production cooperative in any field of activity that is related to the production of goods and their marketing. Restrictions relate to the creation of associations for the sale of those types of products that are prohibited by law.

This form of business 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:

Profit is distributed among the members of the association according to their labor contribution. It is also distributed common property 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.
Availability equal rights in association management. All members of the organization are required to regularly make share contributions to form a share 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. own funds. Thus, the face of subsidiary liability for the debts of the organization.

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 here, when joining a cooperative, members only need to present a passport and a copy of the work book. Adults have the right to join the cooperative, who may not take personal labor participation, but are required to contribute an additional share (up to 25% of the total number of members).

Everyone can, if desired, leave the cooperative and take their share. The profit is divided according to the participation of each. It is positive 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 that do not participate 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

As well as positive moments, there are also negative ones in the activities of the cooperative, among them it can be noted: the cooperative cannot issue and sell shares, members of the organization are required to contribute 10% of the amount when creating the association authorized capital, and the remaining amount to be paid within a year after its foundation. The existing property is divided into shares among the founders, and the indivisible property is entered into the Charter and regulated by all its members.

The downside is that a cooperative can be created at least 5 people- this is a limitation. For the debts of the cooperative, each of its members bears subsidiary liability, and the shareholder who left the association is not given a share in net assets and a share contribution.

conclusions

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

The most popular types of legal entities are limited liability companies, JSCs and cooperatives. Consider their pros and cons.

Limited liability companies

An LLC is a legal entity that has been established for the purpose of generating income for all participants in such a business 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.

Liability for the property of the company does not affect the liability for the property of its participants.
An LLC can carry out many subtypes of licensed activities, unlike private entrepreneurs.
Such a business is highly liquid due to the fact that in which case it can be re-registered by selling part of the authorized capital. When permits concern LLC, they will be valid even after the sale of the company to new owners.

Minuses:

In order to formalize the sale or transfer of your part of the company's authorized capital, you need to register the changes in the manner prescribed by the state.
Laws are strict to 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 them lies in how exactly the shares of companies will be placed on the secondary securities markets. JSC - a legal entity that can unite individuals and legal entities to mobilize their capital. In non-public companies, all shares will rotate only in a certain circle of persons. Public joint stock companies may distribute securities without the consent of its members.

Advantages of AO:

Being 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 JSC is not required, which greatly simplifies the entire procedure for its transition to new shareholders.
There is no need for special accounting when buying and selling individual shares of the company.

Minuses:

Need state registration when opening such a legal entity, plus a separate registration when issuing shares.
Legislation strictly pursues violators of laws in the face of joint-stock companies, since they will also be participants in civil circulation.

Production cooperatives

A production cooperative acts as a legal entity. This is the union of its members for the production material assets and resources. A huge plus of such a merger is that the firm or individual person will take a direct part in all cooperative affairs, that is, have a real influence on the situation. The democratic principle in management is taken into account, this has a good effect on the relations between the work team and management.

Advantages:

Production cooperatives carry out many 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), and such an action must also be registered in a certain way.
It is quite difficult to transfer such a business, since the input and output of participants must be state-registered.
Joint and several liability of all participants is provided if the cooperative has debts.

People tend to unite according to their interests, to solve common problems and meet any specific needs. In a team, all issues are resolved easier. For this, there is such a thing as a consumer cooperative. This legal form you can not meet as often as commercial organizations, but it exists and is actively used in some areas 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 certain 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 decoding and subtleties of regulation are reflected in the Federal Law "On consumer cooperation in the Russian Federation" No. 3085-1 of 06/19/1992. The federal law contains information on the creation of cooperatives, their structure, participation features, property issues, as well as issues of reorganization, liquidation and merger of already existing companies.

What do cooperatives do

A consumer cooperative is a community of people founded to achieve certain economic goals. Decision-making is carried out by voting. Each member of the cooperative has a vote, which he has the right to give for a certain variant of the further development of events. That is, one payer of contributions - one vote. At the same time, the direction of the company's activity can be any: there are construction, housing, garage, dacha, 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 which the consumer community is being created, cooperatives are divided into several forms. Below is a breakdown list.

Construction- consumer cooperative. It is created for the purpose of owning and using real estate objects (various buildings).
Housing and construction cooperative. Members of this community organized their own cooperative in order to build a residential building, in which they will subsequently live.
Garage cooperative. Includes owners of garages built on a separate territory.
Country cooperative. Group of people holding 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.
Consumer society or consumer cooperative of citizens - 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 farms.
service cooperatives. They can conduct quite extensive and diverse activities - insurance, transport services, resorts, medical care, repair work, consultations in various fields.
Credit consumer cooperative. Created to solve financial matters participants. Personal savings are attracted to the cooperative at an interest rate, loans are issued, financial mutual assistance is carried out.

The meaning of opening cooperatives

Non-commercial consumer cooperative - previously a very common organizational and legal form. Cooperatives opened everywhere territorially and in all economic spheres. Their number gradually decreased after perestroika times in 1991. The property of cooperatives was privatized by more enterprising people, and citizens forgot how to build relationships on trust. However, the practice of cooperatives has proven to be effective. People create such communities with completely different goals: to purchase goods at more low prices, evenly distribute the cost of maintenance of farms and repair services, jointly accumulate capital and 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, it is possible to accumulate funds and rationally distribute it in matters of maintaining sites and other property. At the same time, the board in cooperatives is carried out by voting, which allows all members of society to speak out, and not to transfer all power to one hand. Some activities without cooperatives are unimaginable even today - garages, gardens, dachas, rural communities.

Pros and cons of opening a cooperative

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

Equality and resolving 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 only be made by unanimous vote.
In cooperatives, all participants work. Not more than a quarter of the total number of people can be unemployed. At the same time and employees- minimum.
The frequency of income distribution is also established in the cooperative through voting. At the same time, you can share what you earn at least daily. But the amount of dividends issued should not exceed half of the net income.
Work takes place in a team of "friends". Questions about the admission of a new member are also taken to the vote. If someone is against expanding the number of participants, a newcomer cannot be accepted.
The number of participants is not limited. There can be an infinite number of them. But there is a minimum threshold - 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 threshold for participants is 16 years.

The downsides, 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 decide on your own in which direction to continue development, where to spend profits 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 free of charge with the cooperative. You can sell your share either to other participants, or to a third party, if this was allowed at the vote.
Hiring employees in a cooperative is quite difficult and not always allowed.
Participants in a cooperative are liable for debts with all their property, and not just the shares contributed to the organization.

The process of opening a cooperative

The organization of a consumer cooperative is not such a difficult task. initial stage as it may seem. The process of creating a society begins with the search for partners. There must be at least five. But it can be employed and unemployed, freelance and remote employees, pensioners and schoolchildren from 16 years old. A legal organization can act as a sponsor. Of course, she will not work at the level with everyone, but she can provide funds for the first time. As a reward, she is allocated a share, and hence a part of deferred income.

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

Next, the charter of the consumer cooperative and the minutes of the meeting on the creation 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 with property. Participants evaluate it and draw up an act in a free form. After this procedure, you must pay the state fee. Its size is 4,000 rubles. After paying the fee, you can submit documents to tax office to register a legal entity. A few days later, you need to receive a finished certificate.

What is written in the statute

The charter is the most important document of any organization. It describes all the nuances of the work. Cooperatives are no exception. There are legal provisions that must be included in the charter. For a company of this nature, the following data must be present in the constituent documents:

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

If the charter is drawn up with errors, it will not be accepted by the tax authorities. 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 money. Therefore, people who do not understand the nuances of office work prefer to hire a lawyer. You can also manage on your own. There are a lot of templates on the Internet. The founders of the society will only need to carefully replace the data of the fictitious organization with their own.

Consumer cooperative: capital

main source Money of any cooperative are the contributions of its members. The primary funds of a consumer cooperative are formed exclusively at the expense of the participants. In the future, capital can be increased different ways, depending on the direction of the organization. For example, a trade and production cooperative may raise funds by selling goods and services. At the same time, the garage cooperative exists solely on the contributions of the participants.

The size of a mutual fund is not fixed and not limited in size by law, unlike a limited liability company. Its size is determined by the general meeting before registration with the tax office. In the future, the general meeting may also decide to change 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 creation is to satisfy the financial interests and needs of its members. There are two varieties:

a credit cooperative of individuals (there can be no legal entities in such a cooperative);
2nd level credit cooperative (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 pools 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 that 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. For its shareholders, the company sets the most optimal loan conditions. The interest rate at which a loan is issued is almost always lower than the average bank rate, and the term may be more optimal for a cooperative member. Participation in such a cooperative is most relevant for people whose activities are constantly associated with borrowed funds.

SPK

An agricultural consumer cooperative is the most common type of community in our time. Naturally, the bulk of all these organizations are located in the villages and countryside. It is there that it makes sense to engage in this activity. An agricultural consumer cooperative can be of any direction:

livestock;
horticultural;
horticultural;
supply;
serving;
trade;
processing;
SPC of a different kind.

You can open it with a minimum number of participants of 5 people or 2 organizations. At the same time, there is a condition for the work to be carried out for members of the SPK. Namely, at least 50% of all work must be done for the participants.

The process of opening a company begins with the development of a plan, the submission of applications for participation from shareholders and the holding of a general meeting. Documents for registration of a cooperative are submitted after 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 process vast areas of land without expensive equipment, and when a SEC is opened, this equipment can be purchased with benefits for each participant. The same applies to equipment for poultry and livestock breeders. Special buildings, equipment for care, medical care of animals, 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 quite often referred to as effective model 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 business and the characteristics of a production cooperative as a legal structure.

In addition to the Civil Code of the Russian Federation, legal status production cooperatives regulated federal law dated 05/08/1996 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 association of property share contributions by its members (participants). paragraph 1 of Art. 106.1 Civil Code of the Russian Federation

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

Key features of a production cooperative.

Important features of the PC, which are worth paying attention to, include:

The presence of a legally fixed requirement for the minimum number of PC members - at least five people. The maximum number of members of the cooperative is not set;
Cooperative members 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 cooperative members included in the first group.

The cooperative may employ employees who are not members of the cooperative. Their number cannot exceed 30% of the PC members.
A member of the cooperative contributes, among other things, his ability to work, so there is no need to conclude an employment contract with him. Relations with the cooperative (in particular, the procedure for joining and leaving the cooperative, the procedure for distributing profits, etc.) are regulated by law, the charter of the cooperative and the rules internal regulations cooperative, and not an employment contract (Article 19, 20 of the Federal Law "On production cooperatives").
Members of the cooperative who have not concluded an employment contract with the cooperative, but who take part in the activities of the cooperative (after all, it was for this purpose that they joined the cooperative) are not taken into account when determining the average headcount of the cooperative's employees (clause "h" clause 80 of the Rosstat Order dated October 26, 2015 N 498 “On approval of the Instructions for filling out the forms of federal statistical observation ...”).

Accordingly, it is possible to comply with the restriction on the maximum number of employees for the application of the simplified tax system (100 people) with actual involvement in manufacturing process a much larger number of persons, 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, an individual 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.

Members of the cooperative, taking 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 medical insurance and social security on an equal basis with employees of the cooperative. The time of work in a cooperative is included in the length of service, in work book a record of membership in the cooperative is made.

On the possibilities of tax savings in the 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, article 12 of the Federal Law "On PC" (1). At the same time, no more than 50% can be distributed in proportion to the size of the share contribution all profits of the PC (clause 2, article 12 of the Federal Law "On PC").

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

Let's take it in order. Legislated two payment options labor of members of the cooperative:

1) payment for labor in cash and (or) in kind. This is actually wages, which are subject to personal income tax and insurance premiums in the generally established manner.

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

2) part of the profit of the PC, 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 services) and is, in its content, a dividend (clause 1, article 43 of the Tax Code of the Russian Federation). Payable out of net income and not subject to insurance premiums. The personal income tax rate in this case is 13% as for the payment of dividends.

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

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, government bodies, including, unfortunately, by the courts, these payments are considered as wages.

It all started with the Ruling of the Supreme Court of the Russian Federation dated February 10, 2015 No. 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 income 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.

Pension Fund according to the results field check calculated the PC from the indicated 70% insurance premiums, which became the subject of a lawsuit that reached Supreme Court. As a result, the Court ruled that the distribution of 70% of the profit in this case depends entirely on the amount of payments for the performance by employees (members of the cooperative) of their job duties and is directly related to the remuneration system, in connection with which payments are stimulating and are of an incentive nature, and therefore are subject to insurance premiums.

Thus, only that part of the profit, which is distributed in proportion to the share contribution, is equated 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”, which will allow us to survive the impending bad weather, if possible, and get out as “dry” as possible in such matters.

So what to do:

1. First, use "to the fullest" provided by law the possibility of distributing profits between members of the cooperative in proportion to share contributions, that is, for all 50%. The Pension Fund does not encroach on payments distributed in this way.

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

Let us clarify 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 the cooperative performing identical labor functions, may be different.

If we turn to the case we have considered, then the PC made a fatal mistake by directly linking, according to the Charter, the labor contribution to 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 profits of any member of the cooperative, it is necessary to raise his wages to the appropriate level. Consequently, all the activities of the members of the cooperative were subject to labor legislation. This predetermined to a large extent the "bad" decision of the Supreme Court.

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

When determining the procedure for distributing 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. You can apply different multipliers to deals made with new clients, downgrades to deals that the client has abandoned, and so on.

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

In regulating the activities of cooperative members, avoid references to documents specific to 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 work assigned. For example, in a production cooperative, the staff list should definitely be replaced with 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 thing. Pay attention to the composition of the members of the cooperative, try not to include employees whose functions do not directly affect the generation of profit, such as an accountant, lawyer, service personnel, etc. It is better to conclude employment contracts with them or transfer them to outsourcing.

If it became 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, compared with labor participation, the amount of money received by each member of the cooperative in hand may be greater due to a decrease in the amount of budget revenues in the form of insurance premiums.

As a business goal of creating a cooperative, there will be an increase in the interest of employees in a qualitative result in order to increase their income level and reduce staff turnover. Therefore, along with tax optimization, PC also has a clear managerial effect: it increases the motivation of employees, gives a sense of the participation of each employee in the distribution of profits, which increases the interest in increasing the profitability of production.

As a result, if such an organizational and legal form as a production cooperative is applied in practice, it is possible to obtain a clearly noticeable effect of reducing the tax burden (there is a possibility of switching from DOS to STS with any number of PC members), as well as the amount of insurance premiums transferred, while increasing the amount of payments to PC members in hand and additionally having received an effective way to motivate all PC members 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 from all your employees, refusing to employment contracts with them and thus saving on payroll taxes. It is very likely that this move will be recognized as a tax scheme with all the consequences, since there is no reasonable business goal of building relationships in this way. Agree, the company dealing with retail, 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 much reminiscent of the “outsourcing schemes” of past years, in which quite a few of our retailers got burned.

Example of PC use in taxCOACH® practice

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 such chemical production facilities, and new ones constantly appeared. The sale was handled by a group of managers who did not have special knowledge in chemistry, but who knew how 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 rewards, developed by the managers themselves;
additional grounds for dismissal of managers;
there are no stationary workplaces: there is a room with empty desktops, for which any of the managers can sit down with their laptop. After work, the table should remain as empty as it was. Similar to coworking centers.

Obviously, this 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 endow this competence in the form of a Production Cooperative, which provides relevant services to production units.

Designed in the shape of a PC Trading house in this case, he accumulated a client base and experience of successful activity, selling chemicals on his own behalf and under his own brand name. The manufacturing sector, in turn, could grow and change without compromising customer relationships. All the nuances of relations with managers were flexibly regulated in the Charter of the PC.

As a result, this made it possible not only to clothe all the features of the work of “salesmen” in legally lawful forms, but also to provide an opportunity for legitimate savings in payroll taxes and obtaining cash. At the same time, we emphasize that tax savings here are not the main goal, but a “side effect” of exposing relations in the corresponding way. legal form. In this case, the tax benefit will never be recognized as unjustified.

Thus, the use of a production cooperative in a group of companies requires a discreet approach, and some of it is really unique and effective features open only to advanced users.

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