Company Management Agreement. How to reduce tax risks by using the services of managers

Today, companies have the right to conclude an agreement for the provision of company management services with individual entrepreneurs for a fee. However, despite the legality of such relations from the point of view of the current legislation, regulatory authorities continue to consider such transactions as a way to evade taxes. Claims from the tax authorities will definitely not be avoided if the individual entrepreneur applies the simplified taxation system (USNO) "Income" (6%). In this article, we will try to figure out whether it is possible to challenge the claims of the department.

Is it possible to conclude an agreement for the provision of company management services with an individual entrepreneur

There is currently no clear solution to the question of the legality of concluding an agreement on the transfer of powers of the company's manager to an individual registered in the status of an individual entrepreneur. Formally, an enterprise has the right to appoint an individual entrepreneur under an agreement, although such a decision is dangerous from the point of view of paying taxes.

The current laws do not contain a direct prohibition on signing an agreement with an entrepreneur on the provision of services for the management of a legal entity for a certain fee. But, on the other hand, part 3 of Article 5.27 of the Code of Administrative Offenses of the Russian Federation for evading registration (improper registration) employment contract(conclusion of a civil law contract) at the time when there are actually labor relations, liability is provided for:

• a fine in the amount of 10 to 20 thousand rubles for officials;
• from 50 to 100 thousand rubles fine for legal entities.

An agreement for the provision of company management services with an individual entrepreneur - what is the tax benefit

In order to understand what the tax benefit is when concluding an enterprise management agreement with an individual entrepreneur, we will present and analyze the comparative characteristics of labor and civil law relations(we take the fee for the implementation of managerial functions equal to 100 thousand rubles):

After a simple analysis, the following conclusions can be drawn:

1. By concluding a civil law contract with an individual entrepreneur, the company bears where less expenses for fiscal payments.
2. The urgent nature of the relationship between the company and the entrepreneur (the GPC agreement always assumes a limited duration of the agreement) ensures that there are no problems with the dismissal and reduction of the worker.

How to competently conclude a contract for the provision of company management services with an individual entrepreneur

An agreement with an individual entrepreneur for the provision of management services is, by its nature, a mixed GPC agreement, since in it you can find signs of contracts for the provision of services for a fee, trust management of property, assignments. It is permissible to sign an agreement with an individual entrepreneur, the subject of which is the transfer of powers of the manager, because:

• exercising the powers of the sole executive body is not a prohibited business activity;
• the law does not prohibit legal entities from transferring the powers of the sole executive body of an LLC under an agreement individual entrepreneur;
• pp. 2 p. 2.1 Art. 32 of Federal Law No. 14-FZ says that it is the individual entrepreneur who can perform the function of the manager, and not any citizen (i.e., the law presupposes the emergence of civil law relations, and not labor relations, since the individual entrepreneur independently organizes economic activities on his own risk without subordination to the labor schedule existing at the enterprises).

Important! So that judges, in the event of proceedings with the tax service, do not reclassify the GPC agreement into a labor one, the terms of the provision of services, the result, and the possible number of stages of cooperation should be determined by the provisions of the agreement.

What points to pay special attention to (based on judicial practice)

When concluding an agreement on the provision of management services with an entrepreneur, it is important to ensure that the relationship does not have signs labor relations(described in the text of articles 15,, - Labor Code of the Russian Federation):

• It is impossible for the manager to obey the rules of the internal labor regulations of the enterprise.
• The work of the manager should not be paid at the official salary or at tariff rates (the result of the work, and not the process of fulfilling duties, should be paid).
• An Order for employment in the specified position should not be issued, the amount of wages and other working conditions cannot be prescribed.
• It is impossible to accept an individual entrepreneur as a manager and assign specific labor functions to him.

In such contractual relations between the company and the individual entrepreneur:

• Acquires the rights and obligations to manage the current activities of the organization (based on Federal Law No. 14-FZ, the contract and other legal acts).
• Receives the right to a monetary reward for their services.
• Referred to as "manager", designated as such in business correspondence, contracts concluded on behalf of the organization with counterparties, as well as in official and financial documentation.
• He is in a civil law relationship with the LLC on the basis of an agreement on the provision of services for a fee.

Legislative acts on the topic

Common Mistakes

Error: The company entered into an agreement for the provision of paid services for the management of an LLC with an entrepreneur. The price of the contract did not include compensation for the costs of the contractor and his remuneration.

Comment: The GPC agreement with the individual entrepreneur, to which the functions of the manager are transferred, must contain information on the compensation of costs and monetary remuneration.

Error: The entrepreneur, with whom the LLC entered into an agreement for the provision of company management services for a fee, did not include compensation for the costs incurred by him in exercising the powers of the sole executive body as part of the income from which tax under the simplified taxation system should be levied.

APPROVED

General Meeting of Shareholders _______________________________

(name of the authorized body of the Managing

company and the full name of the Management Company with

indication of the legal form)

Protocol N _____ dated "____" _________ 20__

Represented by _______________________________________, acting on the basis of ____________, hereinafter referred to as the "Company", and ______________________, represented by _____________________________________________, acting on the basis of ____________, hereinafter referred to as the "Management Company", in accordance with Article 69 federal law RF "On Joint Stock Companies" have concluded this agreement as follows:

1. The Subject of the Agreement

1.1. The management company undertakes, on behalf of the Company, to provide services for managing the affairs and property of the Company, including fully assuming the exercise of the powers of a permanent executive body (indicate the name of the sole or collegiate body, for example: general director or directorate, etc.), and the Company undertakes to pay for the services rendered in the amount, in the manner and on the terms provided for in this agreement.

1.2. When managing the activities of the Company, the Management Company is obliged to comply with the Charter and all the provisions of the internal documents of the managed company, as well as the norms of the legislation of the Russian Federation. The management company is obliged to carry out management functions as efficiently, reasonably and in good faith in the interests of the Company, while for the period (specify reporting period, for example 6 (six) months) achieve the following goals and financial and economic indicators: (indicate what goals and indicators the Company should achieve under the leadership of the Management Company, for example, achieve a certain level of profitability, sales volume, cost price, maximize profits to a certain level and minimize costs, increase capitalization, etc.).

1.3. The rights and obligations of the Management Company to manage the current activities of the Company are determined by the terms of this agreement, the Charter of the Company, (indicate what other documents govern relations for the management of the Company, for example: Regulations on the Directorate of the Company, etc.), as well as the current legislation of the Russian Federation.

2. Powers, competence and obligations of the Management Company

2.1. For the period of validity of this agreement, the Company transfers to the Management Company all the powers of the permanent executive body of the Company (indicate the name of the body, for example: general director or directorate, etc.) provided by the Charter of the Company, as well as any other powers vested in the executive bodies of joint-stock companies in accordance with the current legislation of the Russian Federation.

2.2. In accordance with clause 2.1 of this Agreement, the Management Company manages all current activities of the Company and resolves all issues referred by the Charter of the Company and the current legislation to the competence of the permanent executive (indicate sole and collegial) body joint-stock company, with the exception of issues referred to the exclusive competence of the General Meeting of Shareholders of the Company and the Board of Directors of the Company.

Including the management company represented by (indicate the name of the permanent executive body of the Management Company, for example: General Director) acting on behalf of the Company on the basis of the Charter of the Company without a power of attorney:

• represents the interests of the Company in relations with other organizations, enterprises, institutions of any form of ownership, bodies government controlled, as well as individuals, including representing the interests of the Company in court with all procedural rights granted by law to the plaintiff, defendant, etc.;
• makes transactions on behalf of and in the interests of the Company, concludes contracts, etc.;
• issues orders, gives instructions and directives that are binding on all employees of the Company;
• ensures the implementation of decisions of the General Meeting of Shareholders and the Board of Directors of the Company;
• organizes long-term and current planning of the production, financial, commercial activities of the Company, including based on observation data, research and analysis of the production and commercial processes of the Company, the possibilities of financial support for programs, develops effective strategy development and the main sections of the Company's development plan, makes strategic decisions to improve the financial and economic activity of the Company and puts them into action by implementing specific programs for the development and restructuring of the Company, submits relevant proposals and reports on the work done to manage the activities of the Company to the General Meeting of Shareholders and the Board of Directors of the Company;
• determines budgeting priorities and monitors expenses to ensure financial stability guarantees for programs being implemented, makes calculations of efficiency from the implementation of the Company's development projects;
• submits to the General Meeting of Shareholders and to the Board of Directors reasonable proposals for the development of new business lines, the development of new markets;
• carries out the development of projects for the technical and administrative modernization of the enterprise;
• manages the property of the Company within the limits established by its Charter, this agreement and the current legislation of the Russian Federation;
• approves rules, regulations and other internal documents of the Company, with the exception of documents approved by the General Meeting of Shareholders of the Company;
• defines organizational structure of the Company, including considering the prospects for changing the status of individual structural divisions, creates new departments, structural subdivisions,
• distributes the scope of work and subordination within the structural divisions, changes the order of relationships with other departments, expands or limits the scope of authority of the heads of the relevant divisions;
• approves the staffing table of the Company, its branches and representative offices, approves official salaries of employees, determines the amount and procedure for bonuses and the use of other measures to encourage employees, in the manner prescribed by law, imposes penalties on employees;
• claims job descriptions for employees of the Company;
• on behalf of the Company concludes employment contracts with its employees, hires and dismisses employees of the Company, including appointing and dismissing the chief accountant, heads of departments, branches and representative offices;
• organizes the interaction of all structures and departments of the Company for the implementation of development projects of the Company;
• carries out coordination of work on the implementation of projects for the development of the Company at all stages, control over the compliance of the decisions made and the actions taken with the basic concept of the development of the Company;
• analyzes economic and financial indicators at each stage of the implementation of the Company's development projects and submits relevant reports on the results achieved and performance indicators of the Company to the General Meeting of Shareholders or the Board of Directors of the Company;
• develops methods and takes measures for prompt response to crisis and non-standard situations which may lead to disruption of the Company's development plan, other adverse consequences for the Company;
• ensures the creation of favorable and safe conditions labor for the employees of the Company;
• opens settlement, currency and other accounts of the Company in banks;
• makes decisions on the presentation on behalf of the Company of claims and lawsuits against legal and individuals and on the satisfaction of claims against the Company;
• determines the volumes of production of products and services, as well as the procedure and conditions for marketing, approves contractual prices for products and tariffs for services;
• ensures the fulfillment of the Company's obligations to the budget and counterparties under business contracts;
• makes decisions on obtaining and using loans and credits;
• organizes accounting and statistical accounting and reporting, including tax reporting;
• manages the development and presentation to the General Meeting of Shareholders (sole shareholder) of the draft annual report and annual balance sheet of the Company;
• ensures the preparation, organization and holding of the General Meetings of Shareholders of the Company;
• exercises control over the rational and economical use of material, labor and financial resources;
• within its competence ensures compliance with the law in the activities of the Company;
• resolves other issues of the current activities of the Company.

2.3. Within ______ days from the date of entry into force of this agreement, the Management Company represented by (indicate the name of the permanent executive body) is obliged to apply to the registration authority at the location of the Company with an application for making appropriate changes to the Unified State Register of Legal Entities on the permanent executive body of the Company.

2.4. On behalf of and in the interests of the Company, only (indicate the position of the head of the permanent executive body of the Management Company) Management Company, and all other employees of the Management Company and the Company act on behalf of the Company only on the basis of a power of attorney issued by the head of the Management Company.

2.5. The management company is obliged to provide at least (indicate the frequency, for example: once a month, etc.) or at any time at the request of the General Meeting of Shareholders of the Company (or the Board of Directors of the Company) a report on the results of the financial and economic activities of the Company, including information on the costs of production and sale of products, a report on the actual cash flow, with the application of the relevant cash documents, business plan of the Company, financial, statistical and tax reporting, administrative documents (orders, instructions), (list other documents and reporting provided by the Management Company), as well as the Certificate of acceptance of services rendered, which must contain details that meet the requirements of accounting legislation.

2.6. On a monthly basis, before the ______ day of the month following the paid one, the Management Company is obliged to provide the Company with a Report indicating the items of expenses and amounts paid by the Management Company in the course of carrying out activities to manage the Company. Copies of payment and other documents confirming the expenses of the Managing Organization are attached to the report.

2.7. When exercising executive and administrative functions in the process of managing the current activities of the Company, the Management Company and persons acting on its behalf must be guided by the Charter of the Company, internal documents of the Company and the norms of the current legislation. In the event that any provision of the Articles of Association or internal document of the Company contradicts the law, the Management Company will be guided directly by the relevant provision of the law or other legal act.

2.8. The Management Company is obliged to provide free access to the relevant documents to authorized representatives of the General Meeting of Shareholders, as well as to provide comprehensive information on all issues arising in the process of verification and control over the fulfillment by the Management Company of obligations, the exercise of the powers granted by this agreement. If the General Meeting of Shareholders of the Company appoints an independent auditor of the Company for the purpose of auditing the financial and economic activities of the Company, the Management Company is obliged to provide the auditor (audit organization) with all necessary information and documents for verification.

2.9. The management company makes large transactions and transactions in which there is an interest, in accordance with the procedure established by the Federal Law "On Joint Stock Companies".

2.10. In order to rationalize management and reduce the costs of maintaining the management apparatus, the Management Company has the right to dismiss the Company's employees on the grounds provided for by law and assume the implementation of all managerial and economic functions of the Company. In this case, financial documents and tax reporting Companies are signed by the head of the permanent executive body of the Management Company and the chief accountant (accountant) of the Management Company.

3. Rights and obligations of the Company

3.1. The Company is obliged, within _______ days after the signing of this Agreement, to transfer to the Management Company all Required documents, including the constituent documents of the Company, licenses and permits for the right to carry out a certain type of activity, certificates of state registration property rights to real estate, business contracts, documents of accounting and statistical reporting, documents on personnel records, etc., as well as the seal of the Company in accordance with the Act of acceptance and transfer of documents and the seal of the Company, which is an appendix and an integral part of this agreement.

3.2. The Company is obliged to provide the necessary assistance to the Management Company in fulfilling its obligations under this Agreement. The management bodies of the Company (General Meeting of Shareholders, the Board of Directors) may not unreasonably evade making decisions, approving transactions proposed by the Management Company, or refuse to make such decisions and approve transactions. In addition, the Company does not have the right to take decisions during the term of this agreement without the consent of the Management Company on making changes to the constituent documents that reduce the scope of the powers of the Management Company compared to how they were determined at the time of conclusion of the agreement.

3.3. The General Meeting of Shareholders of the Company has the right to receive information and exercise control over the fulfillment by the Management Company of its obligations under this agreement.

3.4. The Audit Commission of the Company carries out audits of financial and economic activities under the leadership of the Management Company in accordance with the current legislation and the Charter of the Company.

3.5. To audit the financial and economic activities of the Company under the leadership of the Management Company, the General Meeting of Shareholders has the right to appoint an independent auditor.

4. Procedure for managing the Company

4.1. The management of the Company is carried out in accordance with the current legislation Russian Federation, the provisions of the Charter of the Company and this agreement.

4.2. The supreme management body of the Company is the General Meeting of Shareholders. The competence of the General Meeting of Shareholders includes all issues listed in Art. 48 of the Federal Law "On Joint Stock Companies", as well as other issues listed in the Charter of the Company. The Board of Directors (Supervisory Board) of the Company exercises general management of the Company's activities, with the exception of resolving issues referred by the Federal Law "On Joint Stock Companies" and the Charter of the Company to the competence of the General Meeting of Shareholders.

4.3. All decisions on the management of the current activities of the Company that are not within the exclusive competence of the General Meeting of Shareholders of the Company and the Board of Directors, i.e. the functions of the permanent executive body of the Company under this agreement are accepted on behalf of the Management Company by its permanent executive body . On all issues of the current management of the Company's activities, the Management Company is subordinate to the General Meeting and the Board of Directors of the Company. The main goal of the Management Company is to organize the implementation of decisions of the General Meeting of Shareholders and the Board of Directors of the Company.

4.4. The General Director of the Management Company, without a power of attorney, acts on behalf of the Company, issues orders and instructions on the Company's activities, approves the Company's internal documents, concludes contracts and makes other transactions.

4.5. Transactions and other legally significant actions performed by the General Director of the Management Company in the process of managing the Company directly give rise to legal consequences for the Company and do not require prior permission or subsequent approval from other management bodies of the Management Company or the Company, except for cases provided for by the Federal Law "On joint-stock companies" or other legal acts.

4.6. The Management Company has the right to transfer all or part of the powers or duties granted to it by this agreement and the law to any of the employees of the Company or the Management Company or to another person, distributing administrative and administrative and representative functions among them, and also has the right to form from its own personnel functional structures(departments, departments) for the implementation of the management functions of the Company (for example, accounting and tax accounting, personnel service, etc.). In this case, these persons act on the basis of powers of attorney issued by (name of the permanent executive body of the Management Company, for example: General Director) Management company.

4.7. The Company's management activities are carried out with the involvement of full-time employees of the Management Company and the Company, as well as on the basis of civil law contracts with consulting and other organizations and citizens.

4.8. Financial and payment documents of the Company shall be signed by (name of the permanent executive body of the Management Company, for example: General Director) the Management Company or another person authorized by the Management Company, and the Chief Accountant of the Company.

5. Settlements for transactions carried out by the Company

5.1. Settlements under the Company's transactions are carried out by the Management Company from its settlement, currency or other account or from the relevant accounts of the Company.

5.2. The funds received under the transactions of the Company are sent to the appropriate accounts of the Management Company or the Company. The decision on the payment procedure is made by (name of the permanent executive body of the Management Company, for example: General Director) Management company.

5.3. The Management Company shall be liable for the Company's transactions within the balance of the Company's funds on its accounts.

5.4. Tax and other mandatory payments are made from the accounts of the Company in the manner determined by legal acts. In cases stipulated by law, tax and other obligatory payments may be settled from the accounts of the Management Company.

6. The amount of remuneration and the procedure for settlements under the contract

6.1. The cost of services of the Management Company consists of two components:

• compensation of expenses for the implementation of management activities;
• remuneration for the successful implementation of the functions of managing the Company.

6.2. The Company fully pays the Management Company the amount of expenses for the management of the Company, which includes: wages management company personnel, payroll taxes, current office expenses, transportation, telephone calls (list all types of expenses of the Management Company)

The Management Company on a monthly basis, before the _______ day of the month following the paid one, provides the Company with an invoice for payment, as well as a detailed Report listing the items of expenses and amounts payable. Copies of payment and other documents confirming the expenses of the Managing Organization are attached to the report. The Company, within _______________ from the date of receipt of the listed documents, is obliged to pay the expenses of the Managing Organization by transferring funds to the settlement account of the Managing Company.

6.3. For the performance of functions for the implementation of the current management and management of the Company, namely when the Company achieves financial indicators (indicate objective data characterizing the quality and / or volume of management services provided, for example, the average monthly turnover of the Company must be at least _______ rubles, sales volume must be at least _________ per month, etc., i.e. determine the amount of remuneration so that it is comparable to the economic effect of the implementation of management functions).

The management company is set a remuneration in the amount of ________ (________________) rubles per month.

6.4. Remuneration for the performance of functions for the implementation of the current management and management of the Company is paid to the Management Company (indicate the frequency, for example, monthly, etc.) within _______________ from the date of submission of the relevant report on the financial and economic activities of the Company, as well as the Certificate of acceptance of services rendered, by transferring to the settlement account of the Management Company.

7. Liability of the parties

7.1. For non-fulfillment or improper fulfillment of obligations under this agreement, the parties are liable in accordance with the current legislation of the Russian Federation.

7.2. The Management Company shall be liable to the Company for losses caused to the Company by its guilty actions (inaction), unless other grounds and amount of liability are established by the legislation of the Russian Federation. In particular, the Management Company is obliged to reimburse the Company for:

• the amount of penalties and other sanctions collected from the Company in accordance with the procedure established by law for violation by the Company of the legislation on taxes and fees;
• the amount of the penalty collected by counterparties for non-fulfillment or improper fulfillment by the Company of obligations under business contracts.

At the same time, the Management Company shall not be liable for losses, the occurrence of which is due to circumstances that arose before the entry into force of this agreement, as well as in the presence of the Company's fault in the occurrence of losses.

7.3. In case of late payment for the services of the Management Company, the Company is obliged to pay the Management Company, at the choice of the last penalty in the amount of _____ (_____)% of the amount payable for each day of delay, or a fine in the amount of _____ (_____) rubles, and also compensate for losses in part not covered by the penalty.

7.4. For dishonest evasion of approval of actions and transactions proposed by the Management Company (for example, approval of a major transaction proposed by the Management Company for approval by the General Meeting of Shareholders, etc.), the Company is obliged to pay a fine to the Management Company in the amount of ________ (________________) rubles. At the same time, the Management Company shall not be liable for the occurrence of any adverse consequences for the Company.

8. Validity, procedure for changing and terminating the contract

8.1. This Agreement shall enter into force upon its approval by the General Meeting of Shareholders of the Company and (indicate the name of the authorized body, for example, the General Meeting of Shareholders or the Board of Directors) Management company and is valid until "____" _________ 20__.

8.2. From the moment this agreement comes into force, the powers of the permanent executive body of the Company are suspended for the duration of this agreement.

8.3. This agreement may be terminated by agreement of the parties, approved by the authorized management bodies of the Company and the Management Company.

8.4. The contract is also considered terminated in the event of a unilateral refusal to execute it by any of the participants. The decision on unilateral refusal to execute the contract is made by the authorized bodies of the Company or the Management Company. The parties are obliged to notify each other of the unilateral refusal to perform the contract no later than (specify timeframe).

8.5. The Agreement is considered terminated from the moment the authorized body of the Company decides to unilaterally refuse to execute it, if the reason for making such a decision was a direct threat to the interests of the Company caused by unfair actions of the Management Company.

8.6. The powers of the permanent executive body of the Company are restored from the moment of termination of this agreement.

9. Final provisions

9.1. All disputes and disagreements arising between the parties regarding the fulfillment of obligations under this agreement will be resolved through negotiations on the basis of current legislation and business customs.

9.2. In case of failure to resolve the negotiation process contentious issues disputes are resolved in court in the manner prescribed by applicable law.

9.3. In the event of a change in the name, location, bank details and other data, each of the parties is obliged to inform the other party in writing about the changes within _______________ period.

9.4. In all other respects that are not provided for in this agreement, the parties are guided by the current legislation.

9.5. This agreement is drawn up and signed in two copies, having equal legal force, and kept one by each of the parties.

Our experts - Elena Sapego, lawyer, partner at the law firm "Stepanovsky, Papakul and Partners" and Olga Ivanenko, founder of the accounting company "BusinessStart" - talk about common mistakes that are allowed when using the services of an IP manager or management company and can lead to serious consequences. And also give specific recommendations on how to avoid them.

The transfer of powers of the sole executive body to a management company or to a manager - an individual entrepreneur is becoming more and more popular in our business environment. From a legal point of view, the conclusion of such an agreement does not cause any particular difficulties. But in practice, when it comes to planning tax consequences, companies make a number of mistakes that greatly increase the risk of being held liable.

Let's take a look at the most common mistakes and how to avoid them.

So the most common ones are:

1. Formal approach to the preparation of documents, brevity, vagueness of both the contract and reports, acts between the organization and the manager (management company).

Here it is worth considering the situation from two sides.

On the one hand, the contract, as a rule, is used as a template and only an act is drawn up for it, in which the amount and the inscription “services were rendered in full” appear. Such a minimum of information is not enough to recognize the act as a full-fledged primary accounting document, and, as a result, the cost of the services of a manager or management company will most likely be “removed from costs” when the tax authorities check on formal grounds that the act does not comply with the requirements for primary accounting documents.

On the other hand, you should not be too safe and draw up an act-report in the volume of "Capital" with every second detailing of processes. But the essence of the services provided in the act must be reflected (the so-called "content of the business transaction").

To reduce risks, it is necessary to draw up a detailed contract with clear wording in relation to your situation and to your charter, since the powers of the executive body in each organization are different. That is, when drawing up such an agreement, a template, the so-called "fish", cannot be used. In each case, such an agreement is strictly individual.

It must also be remembered that the subject of the contract is the provision of paid services for the management of the organization. Accordingly, double wording should not be allowed to classify such an agreement, for example, as an agreement on trust management of property. Such a classification can lead to very undesirable consequences.

And, of course, each act of work performed must be accompanied by an act of acceptance of services rendered, which will reflect the services in the context of specific actions.

In addition to these documents, the activities of the manager can be reflected in the developed business plan, management reporting, mid-term and long-term strategic plans. Thus, we demonstrate qualitative differences in the management activities of a full-time director and a manager (management company).

2. Lack of delimitation of functions and areas of responsibility between the management company (IP) and company managers, duplication of functionality.

duplication functional duties, the scope of work and the composition of management personnel - this is the first thing that inspectors pay attention to.

The contract for the provision of services for the management of an organization by an individual entrepreneur - a manager or a management company - cannot contain, for example, such a function as marketing research market. Simply because marketing clearly does not belong to the powers of the executive body of the company and certainly does not appear in the charter among such powers. Indeed, when determining the essence and form of management services, we must be guided by the powers of the executive body in accordance with the company's charter.

We also want to draw your attention to the fact that even if everything is in order with the documents, logic often fails. For example, when you study the dynamics of payments to the manager, you notice the following pattern: the company's turnover is growing - the cost of the manager's services is falling, the turnover is falling - the cost of management services is growing. Such "illogical" patterns may well push tax services for a series of thoughts and questions.

3. Overestimation of the cost of services rendered: 70-90% of gross profit is withdrawn under a contract for the provision of services for the management of the organization. In absolute terms, often the cost of remuneration under such contracts is much higher than the market value.

Prior to January 1, 2015, the regulatory authorities actually had no leverage to influence the formation of the cost of the manager's remuneration, especially in a situation of interdependence between the manager and the organization itself.

However, since 2016, changes in tax code in terms of transfer pricing will allow the tax authorities “to control the compliance of the tax base determined and reflected by the payer in tax return(calculation) on the basis of the prices applied by him, the tax base determined by the tax authority, taking into account market prices ... for transactions in the amount of more than 200 million Belarusian rubles ... made with a related person - a tax resident of the Republic of Belarus.

This means that when remuneration is paid to an individual entrepreneur - a manager who is at the same time the founder of the organization he manages, and whose share of participation is at least 20%, the tax authority will deduct from the costs the amount of remuneration that exceeds the market value of such services, which will entail additional accrual of income tax in organizations.

Conclusion - the level of remuneration to the manager after the New Year should be market.

It is also necessary to keep in mind a number of already existing tax legislation restrictions for such "dependent" managers. This is the impossibility of applying the simplified taxation system from January 1, 2015 if an individual entrepreneur (manager) is the founder of the organization he manages. As well as the obligation of the organization from August 2015 to pay the social security fund from the amount of the manager's remuneration if he is the founder of a business company or the owner of the unitary enterprise.

It is welcomed by the regulatory authorities to determine the remuneration of an individual entrepreneur by linking it to a specific production result.

For example:

• increase in trade
• increase in turnover for the sale of goods (or gross income) compared to the same period last year, etc.

At the same time, in practice, there are and are successfully applied enough complex schemes determining the amount of remuneration. For example, part is in a fixed amount, part is a variable that depends on a specific production result, for example, for a quarter (as a rule, organizations pay VAT and profit on a quarterly basis, respectively, it is easier to calculate the results for a quarter), another part is a variable that depends on the performance of the organization, for example, for the year.

It is this link to the results that is one of the significant differences between a civil law contract and an employment contract.

By the way, it can be said that those systems of motivation of managing directors, remuneration for the management of an organization, which are widely used abroad and which foreign companies transfer to their organizations in Belarus, fit perfectly into a civil law contract.

Labor law restrictions prevent these standards from being adapted through an employment contract. But the contract for the provision of management services is another matter. This is a big plus of the civil law form of the contract, because it allows to consolidate the relationship between the organization and the manager in a transparent form understandable to the foreign investor-founder.

So, if the points listed in this article reminded you of something or someone, you need to be prepared for the fact that tax authorities can exclude payments to the manager from the expenses of the organization for the purposes of calculating income tax.

To minimize such risks, it is necessary to introduce some innovations in the management of the company. For example, strategic and long-term planning, annual business plans, improved management reporting. And also to adhere to clear, individual, and not formal approaches in such relations.

Elena Sapego

Head of tax practice, lawyer, partner of the law office "Stepanovsky, Papakul and Partners".

Specialization: taxation, labor law and migration issues, commercial activities, international trade and customs law.

Recommended for cooperation in the Republic of Belarus by such international directories of lawyers as Chambers Global (2004-2014), The World`s Leading Lawyers for Business (2004-2005, 2006, 2007), Chambers Europe. Europe's Leading Lawyers for Business (2007, 2009), IFLR1000 (2011, 2012).

According to the results of work for 2009, she was recognized by the Ministry of Justice of Belarus as the best individual entrepreneur providing legal services.

Olga Ivanenko

Founder, tax consultant of the accounting company "BusinessStart", founder of "Binesstart-invest".

Management experience - more than 10 years.

More than 7 years of consulting experience: tax, accounting, management consulting for small and medium-sized businesses.

The tax authorities give Special attention costs for management services provided by management companies. Since such costs are significant, it is important to correctly justify their need and properly execute all documents

Many organizations actively use the services of a management company. For example, to ensure the management of the organization by highly qualified top managers in order to increase the financial performance of its activities, to bring the organization out of the crisis. Another reason is the establishment of full control by the parent organization over subsidiaries, dependent and actually subordinate organizations. This method of management is used in holdings to work with controlled assets. In both cases, the management company actually performs its functions. However, unscrupulous taxpayers may involve a management company in order to reduce income tax due to extremely high cost services that are not actually provided. In this situation, the management company performs the functions of the sole executive body formally, without participating in economic activities and without exercising real management of the managed entity. It is the latter direction that is directly related to the recognition of the actions of an organization that transferred the authority to manage a third-party company as obtaining unreasonable tax benefits.

Expenses for the purchase of services for the management of an organization or its individual divisions can be written off as part of other income tax expenses on the basis of subparagraph 18 of paragraph 1 of Article 264 of the Tax Code of the Russian Federation. Of course, subject to the requirements listed in paragraph 1 of Article 252 of the Tax Code of the Russian Federation.

In order to easily take into account the named expenses, it is necessary to document their validity, prove the reality of the services provided, and also comply with a number of essential formalities. However, first things first.

Not only the CEO can lead the company

The presence in the staff of the company of the position of the head is a familiar fact. However, if business interests so require, the functions of the sole executive body can be transferred to a third party.

Documentation of the transfer of powers

First of all, it should be documented that the organization, when attracting a management company, has complied with all the formal requirements regarding the transfer of powers of the sole executive body.

In accordance with paragraph 1 of Article 69 of Federal Law No. 208-FZ of December 26, 1995 “On Joint Stock Companies”, by decision general meeting shareholders, the powers of the sole executive body of the company may be transferred under an agreement to a commercial organization (management company) or an individual entrepreneur (manager). Such a decision is made by the general meeting of shareholders only at the proposal of the board of directors (supervisory board) of the company. The possibility of transferring the powers of the sole executive body of a joint-stock company to a manager is also provided for in paragraph 3 of Article 103 of the Civil Code of the Russian Federation.

Article 42 of Federal Law No. 14-FZ dated February 8, 1998 “On Companies with limited liability» established that the company has the right to transfer the powers of its sole executive body to the manager under the contract, if such an opportunity is expressly provided for by the charter of the company. Obligation to proceed from the provisions of constituent documents in determining the authority of the body legal entity for the acquisition by a legal entity of civil rights and the assumption of civil obligations follows from paragraph 1 of Article 53 of the Civil Code of the Russian Federation.

The documents required by the organization, to fulfill these requirements, are listed in the table.

Do not forget to make changes to the Unified State Register of Legal Entities

It should be recorded in the Unified State Register of Legal Entities that the organization is managed by a management company. To do this, you should submit an application for making changes to the information about the legal entity in the Unified State Register of Legal Entities that are not related to making changes to the constituent documents, in the form No. Р14001 1. In this application, you must fill out sheet B "Information on the person entitled to act on behalf of a legal entity without a power of attorney (management company)".

In turn, in the extract from the Unified State Register of Legal Entities (EGRIP) of the managing organization (managing entrepreneur), code 2 must be indicated. To this subgroup of species economic activity include not only consulting services, but also other services related to enterprise management.

Evidence of the reality of services

Expenses for the purchase of services for the management of an organization or its individual divisions, incurred by a taxpayer, may reduce the income received by him, provided that these expenses are economically justified and documented.

The Tax Code does not establish a list of primary documents that should be drawn up when a taxpayer performs certain business transactions, and does not provide for any special requirements for their preparation (filling out). However, expenses incurred in Russia must be supported by documents drawn up in accordance with the legislation of the Russian Federation.

Table. Grounds for the transfer of functions of the sole executive body of the company

When deciding whether it is possible to take into account certain costs for the purposes of taxation of profits, it is necessary to proceed from whether the documents available to the taxpayer confirm the costs incurred by him. In other words, the condition for including costs in income tax expenses is the ability to draw an unambiguous conclusion based on the available documents that the expenses have actually been incurred. In this case, evidence submitted by the taxpayer confirming the fact and amount of the costs incurred, which are subject to legal assessment in the aggregate, should be taken into account.

With regard to the services of the management company, to prove the reality of the transaction and the validity of the costs of management will help, first of all, competently and timely drawn up monthly acts of acceptance of services and reports of the management company on the provision of services.

Monthly acceptance certificates for management services

The act of acceptance of services is one of the documents that confirms the reality of the costs of paying for management services. It is not necessary to detail the content of the services performed in the act. organization management is the primary accounting document, drawn up in any form, the requirements for the design and content of which are set out in paragraph 2 of Article 9 of the Federal Law of November 21, 1996 No. 129-FZ. Accordingly, if the document contains all the required details and they are correctly filled out, such an act is considered to be properly executed.

So, the monthly act of acceptance of services for managing the organization should contain only a reference to the contract, an indication of the proper performance of such services specified in the contract with the management company, the month for the performance of services and the amount to be paid to the service provider 3.

At the same time, one act is clearly not enough to prove the reality of the provision of services for managing the organization.

Management company monthly reports

It is possible to write off expenses for the management company on the basis of a monthly acceptance certificate (without a description and scope of the specific work of the management company), but only if there are other documents containing detailed description content and scope of services. Arbitration practice 4 also confirms this. According to the author, such a document can be a management company containing detailed information on the types and volumes of management services provided, the labor costs of the contractor, etc.

Note that the need for reporting is not provided for by the current legislation. At the same time, the managed organization itself is always interested in having a complete picture of the actions performed by the managing company. Thus, it is desirable to provide for the presentation of reports or other documents by the management company in the contract, then the preparation of such documents will be mandatory for the management company (subclause 1, clause 1, article 8 and clause 1, article 425 of the Civil Code of the Russian Federation).

Ignoring this obligation is not only a violation by the management company of the terms of the contract and non-compliance with the procedure for accepting the services provided. Lack of reports on actually rendered services, and, accordingly, detailed description performed works and services may lead to disagreements between the managed organization and the tax authority, since the managed organization will be presented with claims about the lack of documentary evidence of expenses.

The presence of a monthly report of the management company will allow you to convince the tax inspector of the reality of the provision of services and the economic feasibility of the costs incurred.

Internal documents

Since the company's management process is daily and continuous, it is not always possible to indicate in the monthly report what specific work has been done. In addition, the list of management actions is not formal or closed. Therefore, to confirm the fact of the reality of the provision of services, the main role is played not by the monthly act and report, but by the availability of operational documentation on economic activities, drawn up by the specialists of the management company in the course of fulfilling obligations under the management contract. These can be internal documents (orders, instructions) issued by the management company and sent to the organization for execution, contracts concluded on behalf of the management company, a list of contractual documentation that has been approved by the management company, a register of business trips for specialists of the management company, signed accounting and tax reporting , correspondence with government bodies etc.

In addition, to ensure control in the management company, submit to the board of directors various reporting information about the managed organization - information on production and sales costs, a report on the actual movement of cash flows, a business plan of the managed organization, management reporting, etc.

The listed documents will also help the managed organization in the event of a dispute with the tax authority. Cost justification confirmation

Confirmation of the reasonableness of expenses

The economic feasibility of spending on - the subject of constant tax disputes. Therefore, the decision to attract a management company should be preceded by economic analysis the effectiveness of such a solution, both in terms of the cost of this project, and in terms of a clear delineation of duties and responsibilities of the parties.

Detailing the powers of the management company

The subject of the contract is the provision of management services for a fee. The contract usually defines the procedure for the provision of services, details their content, establishes the forms of control and reporting, the duration of the contract, the price of services or the procedure for determining it, the grounds and limits of responsibility of the management company, the procedure for accepting cases by the management company, as well as the delivery of cases after the expiration of the contract .

Please note: only the entire scope of powers of the sole executive body, but not a part, can be transferred to the management company. The fact is that these powers are determined by law. They can be limited only by the charter, and even then at the expense of a corresponding expansion of the competence of the board or the board of directors. Therefore, all powers should be transferred to the management company CEO. These include issues of managing the current activities of the managed organization, including the organization of accounting.

At the same time, with the same scope of authority, the content of the services of the management company and the procedure (conditions) for their provision may be different. In particular, the management company may transfer part of its powers to other organizations. Therefore, when concluding an agreement, a ban on further transfer of powers should be established. Then the management company will be limited in its freedom of choice and must act in accordance with the contract.

Specific functions for the execution of the contract are carried out by a person who has the right to act on behalf of the management company. This person is usually its CEO. Several persons may act on behalf of the management company. Sometimes they are directly specified in the contract. In this case, administrative and administrative and representative functions should be distributed between them. The powers of these persons are confirmed by a power of attorney issued by the general director of the management company.

In the contract with the management company, you can fix the managed organization, which the management company must adhere to (for example, a certain level of profitability, the corresponding amount of cost, etc.). The management company itself decides on the value of the financial performance of the managed organization.

The norms of subparagraph 18 of paragraph 1 of Article 264 of the Tax Code of the Russian Federation do not provide for restrictions on the amount of expenses for the purchase of management services that are included in the tax base. However, taking into account the volume of powers transferred to the management company, ensure that the cost of the services provided is commensurate with their volume, quality and labor costs. We strongly recommend fixing the mechanism for determining the cost of the management company's services in an annex to the contract.

To minimize tax risks, an organization should prepare a written economic justification transfer of powers of the sole executive body of the management company and the cost of its services, which could be presented to the tax authority during a tax audit.

Elimination of duplication of functions of the management company

One of necessary conditions to recognize the costs of attracting a third-party organization as a managing body is the absence of duplication of functions of the staff of the firm and the management company. In order to avoid tax disputes, when deciding to conclude an agreement with a management company, it is advisable to exclude from staffing positions of the head of the organization, executive, commercial director, etc. However, the presence of managerial positions in the staff of the managed organization is not considered a violation if Comparative characteristics the content of the management contract, annexes to it, staffing and job descriptions of employees of the managed organization indicates that the functions of the latter differ from the functions performed by the specialists of the management company. In any case, the taxpayer must be prepared to prove that the services ordered by him are not performed by his own employees.

The inefficiency of the management company

Economic justification implies that the costs should be paid off, and the consumed services should lead to an increase in profits. Therefore, a serious tax problem can be the deterioration of the financial performance of the managed organization from the moment the management agreement is concluded.

As for 5 .

According to the author, economic justification is not equivalent economic efficiency, since the latter reflects the degree of skill in conducting activities and is a qualitative indicator. And taxation is based on quantitative indicators reflected in accounting or tax accounting.

conclusions

So, in order to avoid disputes with the tax authority, the organization must be ready to justify the costs of the services of the management company.

Firstly, special attention should be paid to the execution of documents, and already at the stage of making a decision on the transfer of management powers (if the organization is a limited liability company, the charter should provide for the possibility of such a transfer). The management contract should specify in detail what services are provided by the contractor, the procedure for determining remuneration depending on the volume of services provided, the forms and methods of control over the work done.

Documents confirming expenses, as well as reports from the management company detailing these works and allowing them to calculate their cost. The report is formed, among other things, on the basis of documents drawn up by the specialists of the management company in the course of performing their duties.

Secondly, the costs must be economically justified: it is necessary to exclude duplication of functions of full-time employees and the management company. And of course, the performance of the management company must convincingly demonstrate the effectiveness of its work. First of all, this is reflected in the improvement of the financial performance of the managed organization.

Example

Grace LLC (managed company) on January 10, 2008 concluded an agreement on the transfer of powers of the sole executive body with Como CJSC (management company).

According to the results of 9 months of 2008, expenses in the amount of 19,000,000 rubles were recognized in the tax accounting of Grace LLC in accordance with this agreement. (excluding VAT). At the same time, these expenses do not meet the requirements of paragraph 1 of Article 252 of the Tax Code of the Russian Federation for the following reasons.

1. Documentary evidence of expenses. The documents confirming the implementation of the management services provided by Grace LLC are drawn up incorrectly:

Acts on the provision of management services do not allow determining the scope of work performed by the management company CJSC "Komo"; monthly reports of the management company, provided for by the agreement on the transfer of powers of the sole executive body, are not submitted.

In addition, the annexes to the contract indicate different monthly costs for the services of the management company:

For January - April - 1,000,000 rubles. (excluding VAT) monthly; for May - September - 3,000,000 rubles. (excluding VAT) monthly. There are no documents justifying the increase in the cost of services three times over a short period of time.

2. Economic justification. The staff of Grace LLC includes an executive director and a commercial director. However, their job descriptions are missing. This indicates that these employees, as the management apparatus of Grace LLC, actually perform management functions and the costs of remuneration for their labor are also included in income tax expenses. This means that inspectors may conclude that management costs are not economically justified.

3. Management efficiency. The data of the income statement for 9 months of 2008 indicate the deterioration of the financial performance of Grace LLC:

Proceeds from the sale of goods compared to the same period in 2007 decreased by 35%; for 9 months of 2008 there was a loss from sales in the amount of 400,000 rubles. against a profit of 150,000 rubles. following the results of 9 months of 2007; increased sharply specific gravity commercial expenses attributable to 1 rub. revenue: 42% - for 9 months of 2008 and 25% - for the same period of 2007.

costs

So, the lack of properly executed documents does not allow us to judge the validity of the costs. In addition, the economic justification of management costs is not confirmed by the financial performance of Grace LLC, and the presence of employees performing managerial functions only exacerbates tax problems.

1 Form No. P14001 was approved by the Decree of the Government of the Russian Federation of June 19, 2002 No. 439 (see Appendix No. 4)

2 Recall that OKVED is the All-Russian Classification of Economic Activities, Products and Services OK 029-2001, approved by the Decree of the State Standard of Russia dated November 6, 2001 No. 454-st.

3 a similar position is set out in the letter of the Ministry of Finance of Russia dated November 12, 2007 No. 03-03-06/1/800

Management contract often used for the purpose tax optimization in connection with which the tax authorities pay special attention to it. However, for some companies, this agreement is really necessary for the purposes of managing subsidiaries (organizations included in the holding), then the question arises which tax risks entails the conclusion of a management contract.

To write this article, I shoveled a large amount of judicial practice and highlighted the following 9 main tax risks that arise when concluding a management agreement:

Risk No. 1 - recognition of expenses as economically unjustified

The expenses for the services of the management company may be recognized by the tax authorities as economically unjustified. Often reviewers believe that management costs do not have a business purpose and are only aimed at minimizing tax payments.

For example, according to the tax authorities, the economic unreasonability is evidenced by a change in the cost of services, without changing the terms of reference.

• Determination of the Supreme Arbitration Court of the Russian Federation dated September 5, 2008 No. 11198/08;
• Determination of the Supreme Arbitration Court of the Russian Federation dated June 20, 2008 No. 7590/08;
• Determination of the Supreme Arbitration Court of the Russian Federation dated June 17, 2008 No. 7083/08;
• Determination of the Supreme Arbitration Court of the Russian Federation dated April 2, 2008 No. 4417/08;
• Decree of the Federal Antimonopoly Service of the Volga District of March 11, 2008 in case No. А57-12940/06;
• Decree of the FAS of the East Siberian District of February 19, 2008 No. A78-3156 / 07-Ф02-9858 / 07

In my opinion, to avoid tax risk recognition of expenses as economically unjustified, it is worth prescribing in the contract, that the purpose of concluding a contract for the provision of management services is to increase income managed company. Then it will be difficult for the inspectors to prove the economic groundlessness of these expenses, because according to the norms of the Tax Code of the Russian Federation (Article 252 of the Tax Code of the Russian Federation) and the established judicial practice, expenses are economically justified when they are aimed at generating income.

Risk #2 - recognition of expenses as not economically feasible

Costs for the services of the management company can be recognized by the tax authorities not economically viable.

For example, if in 2010 Managed Daughter LLC had revenues of 350 million rubles, and after the transfer of management functions in 2011 to Manage Subsidiaries LLC, they will amount to 349 million rubles. Most likely, the tax authorities will consider the cost of management services not economically feasible.

Moreover, if the profit of the managed company decreases, but if management costs are removed from the profit, then it will be higher, then the tax authorities will also consider the costs not economically feasible.

Judicial practice on this risk:

• Resolution dated May 6, 2008 in case No. A68-3797/06-AP-255/13

In a relationship tax risk under a management agreement– recognition of expenses as not economically feasible, I note that the tax authorities have no legal grounds for recognizing the expenses incurred as economically unjustified.

Risk #3 - Accusation of setting up a hidden dividend scheme

I could not find any judicial practice on this risk (but it seems to me that it is obligatory, it should be), however, in my opinion, according to the management agreement, it is logical for the tax authorities in the event of profitability of a subsidiary that has concluded a management agreement with the parent company to file a tax claim in creation of a hidden dividend payment scheme .

In order to level this tax risk, the cost of management services should be set at an adequate level, i.e. their cost should not be 90% of the revenue of the managed organization.

Risk No. 4 - deviation of the cost of services under the contract from the level of market prices for similar services (Article 40 of the Tax Code of the Russian Federation)

This risk intersects with the previous risk, in order to level it, the price must also be adequate. I couldn't find any case law on this issue either.

I note that management services are unique and Article 40 of the Tax Code of the Russian Federation cannot be applied. At the same time, the cost of services billed to a managed organization should not exceed hundreds of times the cost of these services.

Risk No. 5 - Costs are not commensurate with the results obtained

Tax claims are often made by the tax authorities that the costs are not commensurate with the results obtained, the management costs deviate greatly from the previous costs of the salary of the CEO.

Judicial practice on this risk:

• Decree of the Federal Antimonopoly Service of the Volga-Vyatka District dated January 19, 2004 No. A11-4426 / 2003-K2-E-1961;

• Decree of the Federal Antimonopoly Service of the Volga-Vyatka District dated September 12, 2005 No. A11-762 / 2005-K2-21 / 48

To avoid given tax risk, it is necessary to establish the terms of reference of the MC significantly different from those of the former CEO. Then it would be unreasonable to compare their prices.

Risk No. 6 - the content of MC services is not disclosed

A very common claim of tax authorities under management agreements is that the primary documents do not contain information about the services of the management company.

Judicial practice on this risk:

• Decree of the Federal Antimonopoly Service of the East Siberian District dated December 13, 2005 No. A74-807 / 05-F02-6186 / 05-S1 and dated January 11, 2006 No. A10-4653 / 05-F02-6684 / 05-S1;

• Decree of the Federal Antimonopoly Service of the North-Western District of October 24, 2008 in case N A42-4459 / 2007;

• Decree of December 26, 2008 in case N A40-18689 / 08-75-55 of the Federal Antimonopoly Service of the Moscow District

To avoid the risk of such tax claims it is recommended to disclose (describe) in detail the list of services provided by the management company in primary documents. It is also necessary to describe in detail in the contract all the actions of the management company and the mechanism for billing for their implementation.

The management company is recommended to issue the maximum number of invoices it has paid to the managed companies. To do this, each document must be targeted, that is, contain a link to one of the legal entities in whose favor certain operations were carried out. In this way, own expenses the management company are reduced, only the costs remain general(for example, a sales department serving the entire holding). It is more difficult to confirm their validity, but if most of the expenses were transferred to managed companies, then general business expenses are not so significant in comparison with them, they, as a rule, do not arouse the interest of tax inspectors.

Risk #7 - Poor Management

It happens that the inspectors are "drifted on the corners" and they remove the costs due to inefficient management, i.e. evaluating the final result, which the taxpayer could not have known at the time of signing management contracts.

Judicial practice on this risk:

• Decree of the Federal Antimonopoly Service of the West Siberian District of 09.03.06 No. Ф04-8885/2005 (20013-А27-3)

In my opinion, this is a completely subjective claim of the tax authorities, which is not based on the provisions of the Tax Code of the Russian Federation. The tax authorities cannot verify the effectiveness of management. It is only important intention to earn income.

Risk #8 — worsening financial performance

As in the previous risk, the management of the Management Company may not always bear fruit, and sometimes even worsen the financial situation. The tax authorities also put this at the forefront and remove costs.

Judicial practice on this risk:

• Decree of the Federal Antimonopoly Service of the North-Western District dated February 1, 2005 No. A42-13350 / 04-20

Same as previous claim. Economic feasibility of expenses is determined not by the actual receipt of income for a particular period, but by the direction of expenditures for obtaining income.

Risk #9 - Interdependence

Reviewers can deduct costs under a management contract based primarily on the fact that the parties to the transaction are interdependent persons.

Judicial practice on this risk:

• Resolution of the Federal Antimonopoly Service of the North-Western District of November 21, 2008 in case N A42-918 / 2008

The interdependence of the company and the management company cannot be grounds for recognizing the company as an unscrupulous taxpayer.

Thus, the issue of interdependence comes down to the application of Article 40 of the Tax Code of the Russian Federation, as I said earlier.