Current legislation does not prohibit the creation of a legal entity by one participant. The only limitation is the creation of a limited liability company by another company with one participant.
  As a rule, in this scenario, either subsidiaries of large business entities are created, or their direct opposite is microenterprises, those that used to be called private equity enterprises (individual private enterprises).
  If the subsidiaries of large companies do not have a problem with the appointment of a third-party director, then at small enterprises the director and participant often coincide in one person misunderstandings arise from the moment documents are prepared for state registration.
  Let's start with a contribution to the authorized capital of a newly created company, which under the law should be paid at least half by the time of state registration of the company.
  If a contribution to the charter capital of a limited liability company is made in cash, then everything is clear - a temporary account is opened in the bank, funds are deposited into it by the participant, the bank, in turn, issues a corresponding paper stating that the charter capital was paid for a certain amount and all, this certificate is a confirmation for the registering authority of the fact of depositing funds in the authorized capital.
  But the vast majority of founders of small enterprises form their authorized capital at the expense of their property. in this case, the transfer of this property to the authorized capital is possible only under the acceptance-transfer certificate.
  In our opinion, the act of acceptance - transfer in this case may well be signed by one person - a participant transferring something to the authorized capital of his company.
Some tricksters may argue that this is wrong, that the very concept of an act of reception - transmission already implies the presence of at least two parties - the transmitting and the receiving. But, as you understand, a newly created society with a single participant can not have this in principle, if only because the newly created society is not yet registered, in some sense an ephemeral entity that does not have legal personality (this is so smartly called legal capacity and legal capacity for legal entities) and, therefore, is not able to accept anything in its own name and for itself.
  And after state registration - please put the property transferred to the company on the balance sheet according to the general rules of accounting.

Do you need an employment contract when the director is the sole founder.

Under the Labor Code, an employee must be entered into an employment contract. And the director, strangely enough, in the sense of the legislation is exactly the same employee as everyone else. And he must have an employment contract. But, except when the director is the sole founder. On this issue, the letter of the Federal Service for Labor and Employment of December 28, 2006 N 2262-6-1 specifically stipulates that: "... an employment contract is concluded between the employee and the employer. In this situation, the employer is absent in relation to the general director. Thus, in this case, an employment contract with the General Director as an employee is not concluded.
  At the same time, the General Director concludes labor contracts with employees, acting as an employer in them. The signing of an employment contract by the same person on behalf of the employee and on behalf of the employer is not allowed. ”
For particularly meticulous bookworms, it is recommended to look at the opinion of the Ministry of Health and Social Development of the Russian Federation, set out in a letter dated August 18, 2009 N 22-2-3199 that: “Chapter 43 of the Labor Code of the Russian Federation established the specifics of labor regulation of the head of the organization and members of the collegial executive body of the organization. According to Art. 273 of the Labor Code of the Russian Federation, the provisions of this chapter apply to heads of organizations regardless of their organizational and legal forms and forms of ownership, except, in particular, when the director of the organization is the sole founder (participant), member of the organization, and the owner of its property. The basis of this rule is the impossibility of concluding an employment contract with oneself, since the organization simply does not have other participants (members, founders). The sole member of the company in this situation should, by its decision, assume the functions of the sole executive body - the director, general director, president, etc. Management activity in this case, in our opinion, is carried out without concluding any contract, including labor ”.
  And, finally, in 2016, the Ministry of Finance clarified (letter of the Ministry of Finance of the Russian Federation dated March 15, 2016 No. 03-11-11 / 14234) in which, with reference to a rather “ancient” decision of the arbitration court, it is indicated that if the director is the sole founder , then in this case, relations with the head are drawn up not by signing an employment contract, but by the decision of a single participant.

Starting June 28, 2017, debts of a company can be collected from its controlling persons, for example, from the general director or founders. This rule applies even if the company is excluded from the register.

! Important update!

After entering into the Unified State Register of Legal Entities information about the termination of the legal entity its founder does not have the right to receive the remaining property until settlements with creditors are completed.

Document:   “Review of judicial practice of the application of legislation on legal entities (Chapter 4 of the Civil Code of the Russian Federation)” (approved by the Presidium of the Arbitration Court of the North Caucasus District on 07/06/2018)

We understand in detail from the side of the Founder and from the side of the Lender:

! Important update!

The Supreme Court of the Russian Federation indicated that if the head of the company created a situation where the Federal Tax Service could not recover the debt, which led to the initiation of bankruptcy proceedings, then he is not entitled to evade liability.

! Important update!

Judicial practice has been opened to recover tax arrears from the Director General.

Having studied this information, you will probably have questions and doubts about the further economic security of the General Director (Director), since the issue is very serious and the time for the inevitable collection of debts from your property has not been missed, use our written consultation - we will study your situation in detail, we will answer all your questions and argue the reality of fears, offer solutions.

Application for a written consultation: [email protected]

At any moment, any counterparty may cease to fulfill its obligations. The first reaction to this is attempts to come to an agreement. Then the lawyer sends a complaint, which often goes unanswered. As a result, it turns out that the counterparty has already been liquidated or the company does not have funds in the accounts. A lawyer is forced to challenge the liquidation and try to collect debts from controlling persons (Article 10 of the Federal Law of October 26, 02 No. 127-ФЗ). Until recently, controlling persons could only be held accountable in a bankruptcy case, but due to the liquidation of the debtor, the courts dismissed the case.

At the end of 2016, the Federal Law of December 28, 16 No. 488-ФЗ “On Amending Certain Legislative Acts of the Russian Federation” was adopted. The amendments enter into force on June 28, 2017. They simplified debt disputes with controlling parties.

Let's consider in more detail.

When choosing a legal form (IP or LLC), the main reason for registering a company often becomes the limited liability of a legal entity. In this, Russia is different from other countries where a company is created for the sake of partnership, and not because of avoiding financial risks. About 70% of Russian commercial organizations were created by a single founder; he, in most cases, manages the business himself.

Many firms do not really function, not even earning a salary for the director and not differing in profitability from a freelancer who provides services in their spare time from hired work. However, legal entities in Russia are registered as often as individual entrepreneurs.

First, find out where the confidence comes from that it is financially safe to conduct business in the form of an LLC. Article 56 of the Civil Code of the Russian Federation states that the founder (participant) is not liable for the obligations of the organization, and the organization is not liable for its debts.

That is why the question: “What responsibility does the founder of an LLC bear?” the majority responds - only within the limits of a share in the authorized capital.

Indeed, if a company is solvent and timely settles with the state, employees and partners, then it is impossible to attract the owner to pay the bills of the company. The created organization acts in civil circulation as an independent person, and is responsible for its own obligations. As a result, a false impression is created of the complete lack of responsibility of the LLC owner to creditors and the budget.

However, the limited liability of the company is valid only as long as the legal entity itself exists. But if the LLC is declared bankrupt, then the participants can be brought to additional or subsidiary liability. True, it is necessary to prove that it was the actions of the participants that led to the financial disaster of the company, but lenders who want to return their money will make every effort for this.

Article 3 of the law dated 08.02.1998 No. 14-ФЗ: “In the event of insolvency (bankruptcy) of the company through the fault of its participants, these persons may be held subsidiary liable for its obligations if the property of the company is insufficient”.

Subsidiary liability is not limited to the size of the authorized capital, but equal to the amount of debt to creditors. That is, if a bankrupt company owes a million, then it will be exacted from the founder of the LLC in full, despite the fact that he contributed only 10,000 rubles to the authorized capital.

Thus, the concept of limited liability within the authorized capital is relevant only to the organization. A participant can be brought to unlimited subsidiary liability, which in a financial sense equates it with an individual entrepreneur.

The liability of the director of the LLC debt arises if there are such signs of guilty actions or inaction:

It is significant in this sense that the ruling of the Arbitration Court of the Jewish Autonomous Region of July 22, 2014 in case No. A16-1209 / 2013, in which 4.5 million rubles were recovered from the founding director. Having a company that had been involved in heat and water supply for many years, he announced a new company of the same name in the competition for the right to lease communal infrastructure. As a result, the previous legal entity was left without the ability to provide services, therefore it did not repay the amount of the previously received loan. The court acknowledged that insolvency was caused by the actions of the owner and obliged to repay the loan from personal funds.

Accountability Procedure

From what moment does the founder's responsibility for the activities of the LLC come? As we said above, this is possible only in the process of bankruptcy of a legal entity. If the organization simply ceases to exist, having honestly paid all creditors in the liquidation process, then there can be no complaints against the owner.

To protect the interests of the budget and other creditors is the law of October 26, 02, No. 127-ФЗ “On insolvency (bankruptcy)”, the provisions of which are also valid in 2017. It details the procedure for bankruptcy and holding liable company managers and owners, as well as persons controlling the debtor.

The latter refers to persons who, although they are not formally owners, were able to give instructions to the head or members of the company to act in a certain way. For example, one of the most impressive amounts in the case of bringing to subsidiary liability (6.4 billion rubles) was recovered from the controlling debtor of a person who was not part of the company and did not formally manage it (Resolution of the 17th Arbitration Court of Appeal in the case No. A60-1260 / 2009).

What conclusions can be drawn from all that has been said:

The liability of the participant is not limited to the size of the share in the authorized capital, but can be unlimited and can be repaid at the expense of personal property. Establish an LLC only to avoid financial risks, it makes no sense.

If the company is run by a hired manager, consider a procedure for internal reporting that allows you to have a complete picture of the state of affairs in the business.

Accounting must be closely monitored, loss or misrepresentation of documents is a particular risk factor indicating intentional bankruptcy.

Creditors have the right to demand collection of debts from the owner himself if the legal entity is in the process of bankruptcy and is not able to meet its obligations.

It is more difficult to attract the owner of an enterprise to pay debts for a business than an individual entrepreneur, but since 2009 the number of such cases has been estimated in the thousands.
Lenders must prove the connection between the financial insolvency of the company and the actions of the inaction of the participant, but in some situations there is a presumption of his guilt, i.e. proof is not required.

The withdrawal of assets from the company on the eve of bankruptcy is a significant risk of criminal prosecution.

Bankruptcy proceedings are best initiated without delaying in time.

Debt Collection LLC with Director 2017

In 2017, cases of collection of debts of a company from an equity holder became more frequent.

The ability to recover from the owner a debt exceeding the property of the LLC and its authorized capital arises, as we have already noted in the event of bankruptcy of the company.

In this situation, the concept of subsidiary liability comes into effect, namely the additional obligations of the head, who is responsible for the debts of the debtor organization in the legislatively established manner.

The ability to repay LLC liabilities at the expense of personal interest is provided by the Law on Insolvency (Bankruptcy) dated 10.26.2002 N 127-ФЗ.

According to the amendments to the Law dated 05.06.2009, creditors can bring to liability the founder of the company, as well as senior officials of the organization (manager, chief accountant, manager and others).

This is possible if one of the following circumstances occurred during the bankruptcy of an LLC:

the founder made a decision regarding the activities of the company, the implementation of which caused losses to counterparties and creditors;

the founder approved the decision, the implementation of which affected the bankruptcy of the organization;

the founder (director, accountant) did not ensure the proper maintenance and preservation of tax reporting and accounting documentation;

the company's management (founder, director) did not submit an application to the arbitration court for recognition of its own financial insolvency, provided that all the circumstances relevant for this were present.

If one of the conditions described above took place, the creditor or any other interested person has the right to demand the repayment of LLC debts at the expense of the founder’s personal funds.

To do this, it is necessary to file a lawsuit in court, to which all available documentary evidence of the owner’s guilt must be attached.

If the petition is submitted in the framework of the bankruptcy case, it is considered by the arbitration court.

If the LLC is officially declared bankrupt, and the creditor is the plaintiff, then the court of general jurisdiction considers the decision on collecting the debt. In the latter case, the founder is the defendant directly as an individual.

Upon the execution of the judicial proceedings, a decision is made whether the actions of the founder were guilty committed or not. If proven guilty, the court shall oblige the defendant to satisfy the material claims of the creditors and counterparties at the expense of personal funds, and if they are insufficient, by own property.

  Criminal liability of the CEO and founder in 2017

The legislation provides for the criminal liability of the founder (s) for unlawful actions in relation to the activities of the limited liability company.

In the financial and legal practice of 2016, proof of the founder’s illegal actions was the most common case in which the owner received criminal punishment.

These actions include:

• concealment of the company's property and falsification of information on its value;
• illegal disposition of the organization’s property;
• unlawful repayment of material claims of creditors;
• financially inadequate satisfaction of property claims from debtors.

The owner faces imprisonment in the event of loss through his fault to the company in the amount of more than 250 thousand rubles.

Article 179 of the Criminal Code of the Russian Federation provides for bringing the founder to criminal punishment if his actions contained coercion to conclude a transaction (or refusal), which subsequently directly or indirectly affected the organization's losses.

Do not forget about generally accepted legislative norms, the violation of which entails the criminal punishment of not only the shareholder, but also the top officials of the organization. So criminal liability occurs if the founder initiated or performed actions that led to:

• avoidance of payment by the enterprise of national taxes and fees;
• abuse of the issue of the organization’s own securities;
• illegal transfer of funds in foreign currency and, as a result, evasion of customs duties.

Attraction of interest holders to criminal liability is carried out in the framework of the lawsuit. The initiator of the application may be lenders and counterparties.

If the applicant for damages is directly the company, then its interests in court are represented by the manager who has passed the competitive selection process. In the case when the company is officially declared bankrupt, a competitive creditor acts on its behalf.

Leader and founder in one person

The subsidiary liability of the founder and director of the LLC for the obligations of a legal entity has its own characteristics. In a situation where the organization is managed by a hired general manager, some share of financial risks passes to him. According to article 44 of the Law “On LLC”, the head is responsible to the company for losses caused by his guilty actions or inaction.

The liability of the director of the LLC debt arises if there are such signs of guilty actions or inaction:

• conclusion of a transaction to the detriment of the interests of the enterprise managed by him, based on personal interest;
• concealment of information about the details of the transaction or failure to obtain the approval of participants, when such a need exists;
• failure to take measures to obtain information relevant to the transaction (for example, the integrity of the counterparty has not been verified or information on licensing the activities of the contractor has not been clarified if the nature of the work requires it);
• making decisions on the transaction without taking into account the information known to him;
• forgery, loss, theft of documents of the company, etc.

In such situations, the participant has the right to file a claim against the head for compensation for the damage caused. If the director proves that in the process of work he was limited by orders or requirements of the owner, as a result of which the business became unprofitable, then liability is removed from him.

But what if the owner is the manager of the company? In this case, referring to an unscrupulous hired manager will fail. The presence of outstanding debts obliges the sole executive body to take all measures to repay them, even if the owner is the only one, and at first glance, does not infringe anyone's interests with his actions.

An application must be submitted by a manager to recognize a legal entity as a debtor, but if he does not, employees, contractors, tax authorities have the right to initiate bankruptcy proceedings. In this case, the party that filed the claim appoints the selected arbitration manager, and this is of particular importance in attracting the owner to the obligations of the LLC.

In addition, in order to increase the bankruptcy estate, the plaintiff has the right to challenge transactions completed during the year prior to the adoption of an application for declaring the debtor bankrupt. In the event that the transaction is concluded at lower than market prices, the period for contestation shall be extended to three years.

In the process of considering the insolvency case, the director, business owner, beneficiary are involved in litigation. If the court recognizes the connection between the actions of these persons and insolvency, then a penalty in the amount of the plaintiff's claims is imposed on personal property.

Deliberate Bankruptcy and Litigation

In modern Russia, intentional bankruptcy, as well as fictitious bankruptcy, is one of the most common ways of evading debt obligations. Insolvency, or bankruptcy, in domestic law is understood as “the debtor’s inability recognized by the arbitration court to fully satisfy the creditors' claims for monetary obligations and (or) to fulfill the obligation to pay mandatory payments”.

The methods of deliberate bankruptcy include: conclusion of transactions on deliberately unfavorable conditions for the debtor, alienation of the property of the debtor, which is not accompanied by adequate monetary or material compensation. If bankruptcy is intentional, then circumstances arise that qualify it as intentional bankruptcy, which is an illegal act in accordance with the legislation of the Russian Federation. Researchers note a high public danger of intentional bankruptcy. Many cases of deliberate bankruptcy do not lead to criminal liability of persons who are its initiators and organizers, and do not entail any consequences, which significantly increases the public danger of this act. The existence of numerous one-day firms, the spread of corruption and fraudulent schemes is a serious problem of modern Russian business, and it is for its solution that the legislator has assigned various types of liability for intentional bankruptcy.

Russian law criminalizes intentional bankruptcy in accordance with Art. 196 of the Criminal Code of the Russian Federation. According to this article, deliberate bankruptcy, understood as the execution by the head or founder (participant) of a legal entity or citizen, including an individual entrepreneur, of actions or inaction that entailed a deliberate inability to satisfy the claims of creditors or fulfill obligations to pay mandatory payments, if it has caused major damage, entails criminal liability. In Art. 196 of the Criminal Code provides for the following types of punishment for intentional bankruptcy: a fine in the amount of two hundred thousand to five hundred thousand rubles or in the amount of wages or other income of the convicted person for a period of 1 year to 3 years; forced labor for up to 5 years; imprisonment for up to 6 years with a fine in the amount of up to two hundred thousand rubles or in the amount of wages or other income of the convicted person for a period of up to 18 months or without it.

Thus, deliberate bankruptcy is a deliberate crime of a material nature, which can be considered completed if a large damage was caused as a result of the crime. Then for the subject of the crime comes criminal liability in accordance with Russian law. According to the analysis of judicial practice, according to Art. 196 of the Criminal Code of the Russian Federation is sentenced to fines, but the severity of the punishment increases in proportion to the size of the damage, as well as other related factors.

For example, in 2017, in Vorkuta, a businessman was sentenced to 2.5 years in prison in a penal colony, withdrawing funds to other accounts and causing damage to the state in the amount of 15.8 million rubles. In the event that the entity’s actions on intentional bankruptcy did not entail major damage, administrative liability may arise. Administrative liability for intentional bankruptcy is provided for in accordance with paragraph 2 of Art. 14.12 of the Code of Administrative Offenses of the Russian Federation “Fictitious or intentional bankruptcy”.

If the actions or omissions of the guilty person (s) do not contain a criminal offense, then an administrative fine is imposed for intentional bankruptcy: for individuals - in the amount of one thousand to three thousand rubles; for officials - from five thousand to ten thousand rubles, disqualification is also possible for a period of one year to three years. The main problem of holding perpetrators liable for deliberate bankruptcy lies in the complex provability of the offense. The situation aggravates, as V.N. notes Zhadan, the lack of a detailed methodology to identify the main signs of intentional bankruptcy. This seriously complicates the classification of crimes under Art. 196 of the Criminal Code.

It should also be noted that the current legislation does not specify as a subject of a crime other responsible persons - deputy heads of the organization, chief accountants, members of the interim administration, members of boards of directors, bankruptcy trustees, etc., who may also be involved in organization of deliberate bankruptcy. It is difficult to disagree with the opinion of M.A. Zinkovsky, who considers a serious drawback of Art. 196 of the Criminal Code, the lack of a clear and unambiguous definition of intentional bankruptcy. This fact also significantly complicates the possibility of criminal prosecution for intentional bankruptcy. From our point of view, one of the main reasons for the complexity of the application of Art. 196 of the Criminal Code of the Russian Federation "Intentional bankruptcy" is a very ambiguous concept of "major damage" in relation to the bankruptcy procedure.

Another factor that has a significant impact on the application of Art. 196 of the Criminal Code of the Russian Federation "Intentional bankruptcy" in practice, lies in the insufficient level of professional training of law enforcement officers investigating cases of intentional bankruptcy. To successfully investigate such cases, you need to have serious knowledge at the intersection of jurisprudence and economic disciplines, but finding employees with this level of training is not so simple.

Thus, the main measures necessary to increase the effectiveness of liability for intentional bankruptcy include: a detailed development of the definition of intentional bankruptcy; clarification of criteria for criminalizing intentional bankruptcy; a clearer delineation of features that entail criminal and administrative liability for intentional bankruptcy; expanding the subject composition of persons who can be held liable for intentional bankruptcy by including deputy heads, members of boards of directors, chief accountants, bankruptcy trustees and other persons capable of organizing deliberate bankruptcy; further training of employees of investigative units of law enforcement agencies investigating cases of intentional bankruptcy.

Recently, cases of bringing former heads of bankrupt companies to subsidiary liability on the basis of clause 2 of Article 10 of the Federal Law “On Insolvency (Bankruptcy)”, namely for failure to fulfill the obligation to file with the arbitration court with a statement declaring the debtor bankrupt .

In accordance with paragraph 1 of Article 9 of the Federal Law “On Insolvency (Bankruptcy)”, the head of the debtor is obliged to apply to the arbitration court with a statement declaring the company bankrupt in the following series of cases:

If the satisfaction of the requirements of one creditor or several creditors leads to the impossibility of the debtor to fulfill monetary obligations, the obligation to pay mandatory payments and (or) other payments in full to other creditors;

If the authorized body of the debtor has decided to appeal to the arbitration court with the statement of the debtor;

If the foreclosure on the property of the debtor significantly complicates or makes impossible the economic activity of the debtor;

If the debtor meets the signs of insolvency and (or) the signs of insufficiency of property and in other cases provided for by the Law.

According to Article 2 of the Federal Law “On Insolvency (Bankruptcy)”, property insufficiency should be understood as an excess of the amount of monetary obligations and obligations to pay obligatory payments of the debtor over the value of the property (assets) of the debtor. Under insolvency - the termination of the performance by the debtor of a part of monetary obligations or obligations to pay mandatory payments caused by insufficient funds. Moreover, cash shortages are assumed, unless otherwise proven. Clause 2 of Article 9 of the Federal Law "On Insolvency (Bankruptcy)" provides that the debtor's application must be sent to the arbitration court in the cases provided for in clause 1 of this article, as soon as possible, but no later than one month from the date of occurrence of the relevant circumstances.

In accordance with paragraph 2 of Article 10 of the Federal Law “On Insolvency (Bankruptcy)”, a violation of the obligation to file a debtor's application with the arbitration court in the cases and within the time period established by Article 9 of the said Law entails subsidiary liability of persons on whom the Federal Law “On Insolvency” (bankruptcy) ”is entrusted with the decision to make the application of the debtor to the arbitration court and submit such an application, for the obligations of the debtor arising after the expiration of the period provided for in paragraphs 2 and 3 of Article 9 of the Federal Law“ On not power (bankruptcy). ”

From the above legal norms, it follows that the possibility of bringing the persons referred to in paragraph 2 of Article 10 of the Federal Law “On Insolvency (Bankruptcy)” to subsidiary liability arises if there are a combination of the following circumstances: - the occurrence of one of the laws listed in paragraph 1 of Article 9 of the Federal Law “On Insolvency” (bankruptcy) ”circumstances; - failure to submit, by the persons referred to in Clause 2 of Article 10 of the Federal Law “On Insolvency (Bankruptcy)”, applications for bankruptcy of the debtor within 1 month from the date of occurrence of the relevant circumstance; - the existence of an appropriate subject of responsibility, which may be the director, general director, as well as the liquidator or the chairman of the liquidation commission, that is, persons on whom the Federal Law “On Insolvency (Bankruptcy)” is entrusted with the obligation to file a bankruptcy petition with the court; - the occurrence of obligations of the debtor, according to which these persons are brought to subsidiary liability, after the expiration of the period provided for the fulfillment of the obligation to appeal to the court; - the fault of the subject of responsibility in the failure to file a bankruptcy of the debtor.

In order to apply subsidiary liability on the grounds provided for in paragraph 2 of Article 10 of the Federal Law “On Insolvency (Bankruptcy)”, the applicant is obliged to justify, under what circumstance provided for in paragraph 1 of Article 9, the debtor had to go to court, and also when he was obliged to file a statement, since the subsidiary liability of the debtor's leaders - a legal entity or members of the liquidation commission (liquidators), provided for by this article, is possible only for obligations that are oznichlis after the deadline for filing an application with the arbitration court for bankruptcy of the debtor.

An example of negative practice for company executives is the bankruptcy case of LLC ZZhBiK-Volgogradneftegazstroy No. A12-23546 / 2009, initiated by the statement of LLC Volgogradregiongaz. In the context of a separate dispute on holding the debtor's controlling persons for subsidiary liability, the court established the following. It follows from the balance sheet dated December 31, 2008 that the debtor met the signs of insolvency and insufficiency of property, the assets of the debtor did not allow to fulfill the obligation to pay off the payables in full. It follows that the head of the debtor should have applied to the arbitration court with a statement declaring the debtor bankrupt no later than January 31, 2009.

After January 31, 2009, the debtor incurred obligations to creditors in the total amount of 4,645,326.47 rubles. In addition, the court found the leader of the debtor guilty of non-fulfillment of the obligation established by paragraph 1 of Article 9 of the Federal Law “On Insolvency (Bankruptcy)”, since the director contacted a member of the company with notifications of signs of bankruptcy, as confirmed by the case file. The arbitration court rightfully declared the defendant's argument that the company's charter, the decision to appeal to the court declaring the debtor bankrupt is the prerogative of the founder, since the Federal Law "On Insolvency (Bankruptcy)", which, of course, has an advantage over the constituent document society, establishes the obligation of the head to appeal to the court. Based on the foregoing, the court exacted 4,645,326.47 rubles from the former head of the debtor in the manner of subsidiary liability.

On the contrary, in a separate dispute, within the framework of case No. А31-7153 / 2012, by the declaration of LLC Avtobaza ZhSK declaring bankrupt, the court refused to satisfy the application for bringing the former director of the debtor to subsidiary liability on the basis of the following. The applicant of the Federal Tax Service of Russia referred to the presence of tax arrears in the amount of 175,292 rubles, by the due date of payment of March 31, 2011.

In the opinion of the authorized body, the obligation to apply to the court with the statement of the debtor of the recognition of the bankruptcy was due on July 1, 2011, respectively, the application should have been filed no later than August 1, 2011. Having assessed this argument, the court considered that the applicant had not been documented that it was on July 1, 2011, that the debtor's manager had an obligation to file a bankruptcy petition with the arbitration court. The mere existence of accounts payable at a certain point does not indicate the presence of such a duty on the head, and the financial statements were not presented in the case file. Thus, not having established all the circumstances included in the subject of proof, the court refused to satisfy the application for bringing the former head of the debtor to subsidiary liability.

In many respects, the result of consideration of an application for bringing to subsidiary liability depends on how controlled the bankruptcy procedure is. Participation in a separate dispute of an arbitration manager supporting the defendant's position (as in the second example), in many respects contributes to a court ruling on the refusal to bring persons controlling the debtor to subsidiary liability. It follows that the model of behavior in which the head of the company does not take any actions when a problem debt arises and puts the situation on its own is completely inadmissible and unacceptable. One of the possible negative consequences of such inaction may be the lender's application for declaring the debtor bankrupt, approval of the arbitration manager proposed by the lender-applicant, further bringing the head of the debtor to subsidiary liability and foreclosure on his personal property, and starting from 01.07.2015 it will be possible for the creditor to file a statement declaring the former head of the debtor bankrupt.

A favorable and promising scenario in the event of signs of bankruptcy is to turn to specialists who will analyze the current financial condition of the company and help initiate controlled bankruptcy, with which you can not only minimize the risks of subsidiary liability, but also legally, maximally cost-effectively get rid of accounts payable .

  Last news

Ministry of Justice proposed to ban founders from participating in the liquidation of legal entities

The Ministry of Justice has developed amendments to the Civil Code, supplementing the provisions on the liquidation of legal entities. This was told by a source in the financial and economic bloc of the government. Now the bill is being approved by other departments.

Amendments introduce substantial changes to Art. 61 GK, which describes the liquidation of companies. Now item 5 of Art. 61 of the Civil Code stipulates that the court may oblige the authorized body, the founders and participants of the company to liquidate it, if the court decision is not implemented, then the arbitration manager must liquidate the company.

The new version of this paragraph immediately obliges the arbitration manager to liquidate the company without the participation of its founders or participants. From six to twelve months are allotted for liquidation. The court will be able to extend this period for another six months.

The loss of citizens-interest-holders can be attributed not only to developers, but also to those who stand behind them

A draft has been submitted to the State Duma, which involves significant changes in the regulation of shared construction. One of them provides for joint liability of the developer and persons who may determine its activities.

Those who can give instructions to the sole executive body (general director, management company) or a member of the collegial management body of the developer are named as controlling persons. This list is not closed.

Note that there are no criteria in the document according to which the fact of control could be determined. If the project is not changed, then the courts will be able to establish such a fact, even if there are no formal signs of accountability, for example, ownership of a certain share in the authorized capital of LLC. This approach was encountered in insolvency court practice before the Bankruptcy Law determined who the supervisor is.

Document:   Draft Federal Law N322981-7

Bad faith sign

A multiple deviation of the transaction price from the market level can be taken into account as part of an exit and desk audit as one of the signs of obtaining an unjustified tax benefit

It is reported, in particular, that according to paragraph 1 of Article 105.17 of the Tax Code of the Russian Federation, control of the conformity of prices applied in controlled transactions to market prices cannot be the subject of field and desk inspections.

In cases not provided for in Section V.I of the Tax Code of the Russian Federation, the tax authorities are not entitled to dispute the price of goods (work, services) indicated by the parties to the transaction and taken into account during taxation as part of field and desk audits.

However, a multiple deviation of the transaction price from the market level can be taken into account as part of an on-site and desk audit as one of the signs of obtaining an unjustified tax benefit in conjunction and in conjunction with other circumstances indicating a discrepancy between the execution of the transaction and the content of the financial and economic transaction.

Document:   Letter of the Federal Tax Service of Russia dated November 27, 2017 No. ED-4-13 / 23938

The Federal Tax Service of Russia provides an overview of legal positions based on the results of the consideration of disputes related to bankruptcy proceedings for the 3rd quarter of 2017

If there are signs of objective bankruptcy of the debtor and the lack of evidence that the debtor’s manager has completed an economically sound plan to overcome the crisis the head of the debtor cannot be relieved of subsidiary liability.
The bankruptcy trustee filed a lawsuit with the court on bringing the former leader of the debtor to subsidiary liability on the basis of paragraph 2 of Article 10 of the Bankruptcy Law.

  Judicial practice for collecting debts from the founder of LLC

As is known from the Civil Code of the Russian Federation and, for example, the Law on LLCs, the head is obliged to compensate the company for losses caused by his unreasonable or dishonest behavior. The Supreme Arbitration Court of the Russian Federation spoke about this and there is a lot of judicial practice in this regard, but it continues to replenish with examples of "mistakes" of the leadership, which cost him dearly.

So, the AU of the North-Western District examined the situation when the general director of the LLC concluded a contract with the contractor for the development of a concept for the construction of a thermal power plant. This concept cost 20 million rubles, but as it turned out, the society was absolutely not needed and did not correspond to the construction project, which at that time was already being done by another contractor. In addition, the LLC paid for the work before it was delivered, and the result was contrary to the agreements. The courts regarded the involvement of a useless contractor as the dishonest behavior of a leader. He was not saved even by the fact that the transaction was approved by the general meeting of participants (this, by the way, is a common practice).

Document:   Decree   AC of the North-Western District dated 05.12.2017 in the case of N A56-62473 / 2014

Satisfying the stated requirements, the court of first instance in the ruling of June 22, 2016 in case No. A50-5458 / 2015 indicated that on July 23, 2010 the debtor had signs of bankruptcy and it was from this date that the head of the obligation to file a petition for declaring the debtor bankrupt what was not done, which entailed an increase in accounts payable.

By a decision of the Seventeenth Arbitration Court of Appeal dated September 08, 2016, upheld by a decision of the district court of November 29, 2016, the ruling of the court of first instance was canceled, the application was denied with reference to the fact that due to the prevailing judicial practice at a time when the former head the debtor has an obligation to appeal to the arbitration court with a statement declaring the debtor bankrupt, the presence of arrears of insurance premiums for mandatory pension insurance was not the basis A bankruptcy case.

The courts indicated that the bankruptcy trustee did not provide evidence showing that, as of July 23, 2010, the debtor, having a controversial debt on insurance premiums, had ceased to fulfill monetary obligations to other creditors due to insufficient property (or that satisfaction of one or several creditors were attracted by the impossibility of the debtor to fulfill monetary obligations to other creditors), and also did not carry out business activities. The arguments of the authorized body on the conduct by the debtor of business activities and the repayment of obligations to other creditors in the absence of fulfillment of obligations to the budget were not taken into account.

In addition, the district court additionally pointed out that the mere presence of the debtor's formal signs of bankruptcy in any case is not sufficient evidence of the obligation to file a bankruptcy petition with the court.

By canceling judicial acts of lower instances when considering a cassation appeal of an authorized body and referring a dispute for a new consideration, the Supreme Court of the Russian Federation, in its determination of July 20, 2017 N 309-ES17-1801, stated the following legal positions:
- if the head of the debtor proves that the occurrence of signs of insolvency or the circumstances referred to in the fifth, seventh paragraphs of paragraph 1 of Article 9 of the Bankruptcy Law did not indicate objective bankruptcy (a critical moment in which the debtor became unable to fully satisfy the requirements of creditors, including the payment of mandatory payments) and the manager, despite temporary financial difficulties, conscientiously counted on overcoming them e within a reasonable time, made every effort to achieve such a result by fulfilling an economically feasible plan, such a leader, taking into account the general legal principles of legal liability (including those presuming guilt as a general rule), is exempted from subsidiary liability for the period when the implementation of his plan was reasonable;
- there is no economically justified plan for overcoming the crisis, in which the debt to the budget has increased many times over from the date of the appearance of signs of bankruptcy to the day the first bankruptcy procedure is introduced;
- to determine the signs of insolvency or insufficiency of property, the aggregate volume of debt obligations arising, and not their structure, is of legal importance. When analyzing the financial condition of the debtor from the total number of its obligations, those obligations that do not allow the creditor to initiate bankruptcy proceedings are not excluded. Thus, the conclusions of the court of appeal, which excluded arrears to the extrabudgetary fund, are erroneous;
- the method of doing business used by the debtor: repayment of debts on those civil obligations that are directly related to the production process and sale of products, and at the same time failure to take any measures to fulfill fiscal obligations, does not meet the principle of good faith.

  Collection of taxes from the General Director

The Constitutional Court recognized the recovery from citizens who were held liable for tax crimes as unfulfilled by the company of tax arrears.

The Constitutional Court allowed the company to recover the arrears of taxes from employees of the company and other persons whose unlawful actions led to non-receipt of taxes to the budget. You can not recover only fines imposed on the company for tax evasion. At the same time, it is possible to recover damage caused to the state from individuals if the company itself has not repaid the arrears and liquidated.

Such a restriction does not apply if the company serves only as a “cover” for the actions of an individual controlling it. At the same time, when determining the amount of compensation for harm by an individual, the court has the right to take into account its financial situation, degree of guilt, nature of criminal punishment, as well as other significant circumstances.

For the past ten years, various ministries and departments have been giving conflicting, sometimes directly opposite answers to the question:

“Should the head of the company, which is its sole founder, pay his salary, withhold personal income tax from her and transfer it to the budget, and also pay insurance premiums for compulsory pension, medical and social insurance?”

Managers - business owners often ask a question: should the sole founder, who is the head of his own business, conclude an employment contract with himself and, accordingly, pay his salary, and with it to keep personal income tax (13% to the budget), as well as charge insurance premiums (30%)?

Can the founder-director be considered an employee of the organization?   Indeed, in accordance with article 273 of the Labor Code, the only founder, who is the CEO, is not a member of the organization.

To date, the following practice is taking shape: the leader, the sole founder of the company, SHOULD NOT pay his salary, and, therefore, personal income tax and insurance contributions from his salary.
  Our legislation provides the following explanations.

Explanation 1 - “From the perspective of labor law”

Here, for example, is a letter dated October 17, 2014 No. 03-11-11 / 52558, in which Ministry of Finance   refers to norms labor law:
  “In accordance with Articles 57, 129 and 135 of the Labor Code of the Russian Federation (hereinafter referred to as the Labor Code of the Russian Federation), wages (remuneration of employees) are understood as remuneration for labor that is paid to the employee in accordance with the concluded labor contract.

Article 56 of the Labor Code of the Russian Federation stipulates that an employment contract involves two parties: an employee and an employer. In accordance with article 20 of the Labor Code of the Russian Federation, an employee is an individual who has entered into an employment relationship with an employer, and an employer is an individual or a legal entity (organization) that has entered into an employment relationship with an employee. In cases stipulated by federal laws, another entity vested with the right to conclude labor contracts may act as an employer. In the absence of one of the parties to the employment contract, it cannot be concluded.

Therefore, the head of the organization, which is its sole founder and member of the organization, cannot accrue and pay wages to itself.

Based on this, the above head of the organization is not entitled to take into account the expenses incurred in determining the object of taxation for the unified agricultural tax as expenses on labor remuneration in the form of payment of wages to oneself. Calculation of insurance contributions to extra-budgetary funds and personal income tax in this case is also not performed. ”

And here’s an even more recent opinion of the Ministry of Finance (letter of February 19, 2015 No. 03-11-06 / 2/7790): “the head of the organization, which is its sole founder and member of the organization, cannot accrue and pay wages on its own”.

Another agency - Rostrud - earlier in its letter dated December 28, 2006 No. 2262 6 1 noted that the signing of an employment contract by the same person both on behalf of the employee and on behalf of the employer is unacceptable, and therefore the sole founder cannot to be the only employee of the organization by virtue of Article 273 of the Labor Code of the Russian Federation. So, in this case, you do not need to conclude an employment contract.

Explanation 2 - “From the perspective of civil law”

The new norms of the Civil Code of the Russian Federation, which entered into force on September 1, 2014, reinforced the view that   the labor code does not apply to the relations of the sole founder with the company established by him.

Since September 2014, amendments to the Civil Code of the Russian Federation entered into force. In particular, in Art. 53 of the Civil Code of the Russian Federation introduced a new paragraph 4, which says: relations between a legal entity and persons included in its bodies are regulated by this Code and laws on legal entities adopted in accordance with it, which means that these relations (including labor ) governed by civil law, that is, they are removed from the scope of the labor legislation.

Norms Labor Code are aimed at regulating the relationship between the employee (the person initially dependent on who hires him) and the employer with one sole purpose: provide the employee protection   his rights, getting everyone guarantees   and compensationprovided for by labor law.

A head –   sole founder   such the employer does not need guarantees, since no one hired him to work and, accordingly, no one is going to violate his labor rights and no one is knowingly depriving him of any guarantees. Therefore, the relationship between the founder and the company established by him should be considered exclusively in the framework of civil law.

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How to register an LLC if the founder is a director

One of the founders or another person may be appointed as the President or CEO of the registered LLC. In the first case, the written consent of all the owners of the LLC is necessary for one of them to become an executive authority. The decision to choose an executive body (director) is taken jointly by the founders at a general meeting and is recorded in the corresponding protocol. In the minutes of the meeting, it is necessary to indicate not only the fact of choosing a director, but also indicate the date from which he must take office.

If the sole founder is registered in the LLC, then during the registration of the LLC he has the right to appoint himself a director. The fact of such an appointment is prescribed in the decision to create an LLC.

If the executive body is the founder, then he can act as an applicant in the registration process. If several owners are registered, then they can avoid the need to jointly submit documents to the IFTS. The executive body (director) can handle the collection of documentation and registration itself directly, if these powers are specified in the application for registration and in the protocol

Please note that an employment contract must be concluded even if the sole owner (founder) of the created company appointed himself as the general director.

Can the founder, when registering an LLC, hire a director from outside

Of course, LLC will be able to officially hire an employee only after registration with the IFTS, but the legislation of the Russian Federation does not prohibit owners from appointing an executive authority even at the initial stages of registration. Moreover, LLC registration rules allow the director to be not a founder, but a third party.

The fact of appointment is accepted only jointly at the general meeting and the consent of each of the participants in the meeting is reflected in the minutes. An application for employment is not necessary, but an employment contract must be concluded with the applicant. It details the rights and obligations of both parties. The drafting of this agreement should be taken very carefully, since only a correctly drawn up contract can fully protect the rights of the employer and at the same time not infringe on the rights of the employee.

Regardless of whether the director and the founder are the same person or different persons, when registering an LLC, the term for which he is hired must be indicated in the employment contract. This period will be equal to that specified in the charter. Also in this agreement the number and name of the document is fixed, on the basis of which this person takes office (protocol of the decision or general meeting) and the date of its signing.

How, after the registration of an LLC, an order is drawn up to appoint the director to the founders

Even if the director is the sole founder, then after the registration of the LLC, it is necessary to draw up an order stating that he has been appointed by the executive authority. Based on this order, after its registration, an appropriate entry will be made in his workbook.

It is advisable to print the order of appointment on the letterhead of the LLC, but if there are none, then you can print it on ordinary A4 white sheets. The order is assigned an individual number. This can be done immediately or at the time of registration of the document in the registry.

Regardless of whether the founder and director of the registered LLC are different persons or not, those who appoint and those who accept the agreed position must sign the order. If this is one person, then in the document he will sign for both the employee and the employer.

Who is the applicant when registering an LLC, founder or director?

If the founder and CEO are different persons, then who should be involved in the process of registering an LLC? According to legislative norms, the applicant can only be the owner of the LLC or the owners, if there are several. Of course, when registering LLC gene. the director and the founder can be different persons, but only the founder can engage in the registration process.

If the director is not a founder, then he can independently register an LLC, but he will not act as an applicant, but as a representative of the founder. His authority as a representative must be reflected in detail in a special document.

In order to register an LLC, a non-founder director could confirm the fact that this person was hired, not only in the protocol. Independent registration of an LLC by a non-founder director will be legal only if the owners of the newly created company indicate in the registration application form that their interests will be represented by a third party.

The application form is signed by all owners in the presence of a notary. Only after this the notary draws up and certifies the power of attorney, which states that the director has the right to represent the interests of the founders and to register LLC.

The sole founder and director in one person is a typical picture for a small business. Moreover, launching a startup’s profit often requires the manager to invest a year or more in his development work and money, without receiving anything in return.

In such a situation, paying the director a salary is a luxury that not everyone can afford. The luxury of paying insurance premiums from salaries, keeping personnel records and handing over a huge amount of “salary” statements.

Meanwhile, in the business that has already taken place, one wants something completely different - social guarantees (sick leave, vacations), the formation of pension savings, and monthly salaries. These are the benefits of an employment contract.

Do I need to conclude an employment contract and pay salaryif your company has the only founder and director in one person? Unfortunately, there is no single official answer to this question. And if you came here for the exact yes or no, then I will immediately disappoint you.

Meanwhile, there are advantages - to use the situation in the way that suits you. Moreover, in both cases, guided by the norms of law.

Employment contract with sole founder

All official sources who are called upon to clarify controversial issues - Rostrud, the Ministry of Finance, extra-budgetary funds, and courts - like capricious young ladies put forward opposite points of view. Moreover, with reference to the legislation. Which does not prevent them from changing their position to the opposite after a while.

By the way, letters of the Rostrud and the Ministry of Finance are not normative legal acts, contain only explanations and opinions and cannot have legal force.

We have briefly outlined above the reasons why an employment contract with a single founder can be profitable, we repeat:

• - the ability to receive monthly income from the business, regardless of the availability of profit;
• - social guarantees (payment of holidays and various benefits);
• - the formation of a pension insurance experience for calculating a pension.

Examples of opinions of officials against the conclusion of an employment contract: letters from Rostrud dated 03/06/2013 No. 177-6-1, dated 12.28.2006 No. 2262-6-1, a letter from the Ministry of Finance dated 02.19.2015 No. 03-11-06 / 2/7790, a letter from the Ministry of Health and Social Development of August 18, 2009 No. 22-2-3199. Here are their arguments:

1. If the sole founder and director are in one person, then in the employment contract there will be two identical signatures, he is with himself, which is impossible.

In paragraph 3 of Art. 182 of the Civil Code of the Russian Federation, it is said that an agreement signed by the same person on both sides does not have legal force. But the provisions of this article do not apply to labor relations, this is civil law.

1. Article 273 of the Labor Code from Chapter 43 (labor relations with a manager) says that the provisions of this chapter do not apply to managers who are the only participants (founders) of their organizations.

As you can see, the allegations are very controversial.

Director's employment contract with himself or with the company?

What arguments can be made in your favor if you are the only founder and director in one person and want to conclude an employment contract?

1. Parties to an employment contract are different   - Director as an individual and organization as a legal entity. It is known that a legal entity has its own legal capacity and acts in legal relations on its own behalf, and not on behalf of its founders. Therefore, the director’s labor contract “with himself” is possible.
2. Chapter 43 of the TC, to which officials refer, describes the relationship with a leader who is not a founder. In the TC itself, there is no prohibition to conclude an employment contract with the sole founder. And even in Article 11, among persons for whom labor law does not apply, the founding director is not named.

Indirectly confirms the possibility of concluding an employment contract with the sole founder insurance legislation. So, for example, in paragraph 1 of Article 7 of Law No. 167-FZ of December 15, 2001 “On Compulsory Pension Insurance in the Russian Federation” we find that the insured are “working under an employment contract, including the heads of organizations that are the only ones participants (founders). ”

Similar norms are found in laws No. 326-ФЗ dated November 29, 2010 (medical insurance) and No. 255-ФЗ dated December 29, 2006 (social insurance).

Order for the director - the sole founder

Labor relations with the General Director are made out in accordance with all the rules of labor legislation, with the conclusion of an employment contract. If the founder is the only one, then the contract can be concluded for an indefinite period.

The text of the contract states that the employee "is assigned the duties of the Director General on the basis of the decision of the founder (participant) No. ... .. from ........"

Those. first you need to sign the decision of the sole participant in the company. The decision will say: "I entrust the duties of the Director General to myself."

Based on the decision, an order is issued for the director - the sole founder, which says something like the following: I, full name, begin to act as the general director of LLC “...” from (date). Ground of decision: decision of the only member of the society № ... from ...

The requirement to issue an order for employment is contained in Art. 68 of the Labor Code of the Russian Federation. An entry for employment shall be made according to the general rules established by the Rules for maintaining and storing labor books (approved by Decree of the Government of the Russian Federation of 16.04.2003 N 225), as well as the Instructions for filling out labor books, approved. Decree of the Ministry of Labor of the Russian Federation of 10.10.2003 No. 69.

The signed order of fulfillment of duties will be the order of employment. On the basis of the concluded labor contract and order, an entry is made in the labor book.

The entry in the work book is done as follows:

• - in column 3: Appointed to the position of Director General
• - in column 4: details of the order

If you plan to conclude an employment contract not only with the director, but also hire other employees, then.

Salary of the director - the sole founder

The employment contract will provide for the payment to the director of wages. Its size should be economically justified (Article 273 of the Tax Code - costs are economically justified and documented).

Please note that the salary of the director - the sole founder can be paid only upon conclusion of an employment contract. If it does not exist, the tax authorities will not recognize it as an expense.

The explanation is simple - among the expenses that cannot be taken into account when calculating the tax base for profit, the Tax Code indicates any remuneration to managers, except under an employment contract (paragraph 21 of article 270 of the Tax Code of the Russian Federation).

The director’s salary is paid according to the same rules as other employees, there are no differences. Personal income tax is also withheld and insurance premiums are calculated.

The sole founder and director in one person without an employment contract

There is a reverse situation when the founder does not want to conclude an employment contract, but performs managerial functions. Since we have refuted the arguments of the Ministry of Finance and Rostrud, we will not refer to their conclusions and justifications. Let’s go from the other side - from the position of civil law.

Article 53 of the Civil Code, Art. 32, 33, 40 of the Law “On LLC” indicate that the director is the sole executive body of the company   and carries out the current management of the LLC.

There is no relation to the presence or absence of an employment contract and the payment of wages. From the moment that the sole founder entrusts the functions of the sole executive body with his decision, he receives managerial powers.

Thus, the only founder who wants to manage his organization himself has the right how to conclude an employment contract, so do without it.

SZV-M to the founding director

All employers are required to submit a report to the PFR in the form of SZV-M. This must be done no later than the 15th day of the month following the reporting one. Until March 2018, according to the official position of the Pension Fund, SZV-M, it was not necessary to submit to the founding director, with whom an employment contract was not concluded and who did not receive wages. This was explained by the fact that such persons were not recognized by employees, and therefore, by insured persons.

However, the FIU has changed its position since March 2018. Now SZV-M is submitted to the founding director in any case, regardless:

• - the presence or absence of an employment contract concluded with him;
• - the presence or absence of payments to him of wages;
• - conducting organization of economic activity or stopping it.

Also, a report of SZV-STAZH is submitted to the founder.

The officials explain their demand by the fact that article 16 of the Labor Code states that even without an employment contract in this case, labor relations arise with the employee because of his actual admission to employment.

On this topic, you can find: letters of the Pension Fund No. LCH-08-24 / 5721 of 03/29/18, 17-4 / 10 / B-1846 of 03/16/18

Moreover, the regional branches for reinsurance require the inclusion in SZV-M not only of the founder in the singular, but of all the founders, if there are several.

Is the founding director included in the RSV?

In the calculation form for insurance premiums (RSV) in section 3 are included personalized information   on the amount of wages accrued to each employee.

Therefore, if an employment contract is concluded with the founding director and he is paid a salary, then clearly such an individual and his payments should be reflected in section 3.

However, according to the last position of officials (letter of the Ministry of Finance of 06/18/18 No. 03-15-05 / 41578, letter of the Federal Tax Service No. GD-4-11 / 6190 @ of 02/04/2018) section 3 of the RSV should include information about the director - the sole founder, even if an employment contract has not been concluded with him, and he does not receive wages. In this case, in subsection 3.2 there will be zero indicators.

Officials explain this by the fact that despite the absence of payments, such a person does not cease to be insured. And it is insured because there is still an employment relationship, even without an employment contract.

In this article, we intentionally examined not only the problem of concluding or not concluding an employment contract, but also the submitted reporting. Because in the same situation the same bodies say completely different things. Fantasy! An employment contract cannot be in principle, but at the same time it is. As well as the obligation to submit reports.

No matter how you do it, you will still be wrong! Therefore, there is only one conclusion - do as it suits you best - concluding or not concluding an employment contract. But in the reports, the sole founder and director in one person should be required.

If you have no time to waste time on an accounting routine, if you have more important tasks in the business, then write on the page or in online chat, we will be happy to help you. In the comments, you can ask questions about the content of the article, if you have any.