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Chapter 55 of the Civil Code of the Russian Federation regulates legal relations related to the conclusion of an agreement on joint activities.
In practice, very often business entities prefer to enter into an agreement on cooperation and joint activities. This makes it possible to combine forces to achieve certain goals. For example, two companies that operate in the same field can enter into a similar agreement and define the goals for which it was signed. Below are the features and characteristics of the agreement on cooperation and joint activities.
Features of drawing up a receipt
- Completed sample agreement
- Procedure for concluding an agreement
- Parties and subject of the agreement
- What to pay special attention to
Procedure for concluding an agreement
As a rule, the signing of the text of the agreement is preceded by a negotiation process. In practice, the negotiation process may take several months, especially if large entrepreneurs intend to sign such an agreement.
After negotiations, as a rule, one of the parties draws up a draft agreement, on the basis of which the text of the main document is developed. And only after agreeing on all the terms of cooperation and conducting joint activities, the corresponding agreement is signed.
Parties and subject of the agreement
Business entities may act as parties to this agreement.
Please note : the parties to the agreement may be commercial organizations or individual entrepreneurs who carry out business activities in accordance with the requirements of current legislation.
The text of the contract must carefully regulate the subject of the contract. In particular, the subject of the agreement is those activities that the parties decided to carry out jointly. It could be:
- provision of services;
- providing assistance;
- technical support;
- marketing, etc.
The parties may also provide for the procedure and process for providing mutual financial assistance (providing credits, loans, etc.).
What needs to be provided?
The text of the agreement must provide:
- types, quantity and order of use of resources that the parties transfer to each other;
- obligations of the parties;
- a list of confidential information and the procedure for its use;
- procedure for obtaining benefits from joint activities, etc.
If, as part of an agreement, one party transfers any equipment, machinery or other assets to the other party, then the fact of the transfer must be recorded by drawing up an appropriate document.
It is also necessary to carefully consider all types of services that the parties provide to each other, as well as the procedure for their provision.
As a rule, the parties receive a certain income from joint activities. The procedure for determining the amount of income received and the process of its distribution must be clearly regulated in the agreement.
Please note : It is recommended to draw up a separate, bilaterally signed document each time after distributing income from a joint activity.
What to pay special attention to
When concluding such an agreement, it is first necessary to pay special attention to confidential information.
Important : confidential information is data that is protected by law and cannot be published without the consent of the copyright holder. Certain technologies and know-how that are used by one of the parties can also be considered confidential.
The text of the agreement must indicate a list of confidential information and provide for appropriate measures of liability for its disclosure.
When concluding such an agreement, it is also necessary to pay special attention to possible tax obligations. After all, as a result of joint activities, the parties receive a certain income, which is taxed. Accordingly, the text of the agreement must indicate the procedure for calculating and paying taxes.
Subject of the contract and confidentiality
The text of the agreement on cooperation and joint activities must indicate the subject of the agreement. In particular, these may be those activities that the parties decided to carry out jointly. It could be:
- Provision of services;
- Any help;
- Technical support;
- Marketing and more.
When concluding an agreement, you first need to pay close attention to the block with confidential information. It may include certain unique technologies and know-how that are used by one of the parties. The text of the document must list the areas that fall under the category of confidential information and provide for penalties for its disclosure.
When concluding a joint activity agreement, you should not forget about possible tax obligations, because As a result of the joint efforts of the parties, they receive profit, which is subject to taxation.
In the text of the document, indicate the procedure for calculating and paying taxes.
AGREEMENT on cooperation and joint activities
No.___ "___"__________20____
__________________________________, hereinafter referred to as _____ (name of organization, enterprise)
represented by ___________________________________, acting on the basis of (position, surname, first name, patronymic)
_____________, on the one hand, and ___________________________________ (name of the enterprise, organization)
hereinafter referred to as _____________________ represented by ___________________________________ acting on the basis of ______ (position, surname, first name, patronymic)
_________, have entered into an Agreement as follows:
Subject of the agreement
1.1. In order to assist each other in solving the statutory tasks, the Parties agreed to provide each other with financial and technical assistance in the form of loans, gratuitous loans, equipment and technologies, carry out charitable activities, provide mutual services, exchange information, make mutual supplies of goods, equipment, services, participate in joint practical projects and other types of joint activities that do not contradict the law, on a commercial basis.
1.2. The parties carry out joint marketing activities in the field of development and introduction of high technology into industry.
1.3. The parties undertake the search for partners and buyers for products, goods and services offered to the sales market.
1.4. The parties may provide dealer services to each other, including advertising and sales of manufactured products (services), pre-sale inspection, packaging and testing, warranty and post-warranty service, and market research.
1.5. The parties may delegate to each other the right to provide their commercial interests in all of the above types of transactions with third-party legal entities and individuals.
1.6. The parties may provide each other with all types of financial, technical and organizational assistance on mutually agreed terms.
1.7. The parties carry out priority exchange of commercial, technical and other information, unless this contradicts previously accepted obligations.
1.8. The parties may organize joint ventures or productions operating in accordance with existing legislation.
1.9. The parties have the right to refuse proposals if the proposed transactions are not economically viable, or if the party is unable to fulfill this order properly.
Responsibility of the parties
2.1. The parties undertake not to disclose confidential production and commercial information that became known in the course of joint activities.
2.2. The parties provide each other with assistance in protecting patents and other exclusive rights and in protecting against unfair competition from third parties.
2.3. The parties undertake to advertise each other's activities and provide them in the form and extent agreed upon by each other.
2.4. The parties undertake to transfer to each other all materials necessary for advertising and selling their products, catalogues, prospectuses, drawings, technical documentation, photographs, slides, advertising samples, etc.
Payment procedure
3.1. All payments between the Parties are made for specific work performed and mutual services.
3.2. Profit from joint business activities specified
in clauses 1.1-1.8 is distributed after reaching a mutual agreement and signing the relevant document.
3.3. Profit is determined by the Parties on the basis of financial and other documents for all work of this Agreement.
Force majeure obligations
4.1. If a circumstance occurs where it is impossible for one of the Parties to fully or partially fulfill its obligations under this Agreement, namely: fire, natural disasters, military operations of any nature, blockade, export or import bans or other circumstances beyond the control of the Parties, the deadline for fulfilling obligations is shifted in proportion to the time during which such circumstances will apply.
4.2. The Party for which it is impossible to fulfill its obligations under this Agreement must notify the other Party of the occurrence and termination of circumstances that impede the fulfillment of obligations no later than two weeks.
4.3. Documents of the relevant organizations will serve as adequate evidence of the existence of the above circumstances.
Other conditions
5.1. The parties will take all measures to resolve all disputes and disagreements that may arise in the process of joint activities on the basis of this Agreement in a friendly manner.
5.2. If the Parties do not agree, all disputes and disagreements are resolved in accordance with current legislation.
Duration of the agreement
6.1. This Agreement comes into force on the date of its signing by both Parties and is valid for _______ years.
6.2. The Agreement may be terminated with written notice and shall cease to be valid after two months from the date of sending notice of termination of the Agreement to the other Party. In this case, the conditions for termination of the Agreement are determined by mutual agreement of the Parties.
General provisions
7.1. Disputes and disagreements relating to this Agreement are resolved through negotiations or in the manner prescribed by law.
7.2. All changes and additions are valid only if they are made in writing and signed by authorized persons of both parties.
Done in two copies, both copies having equal legal force.
Legal addresses
______________:_________________________________________________
_____________________________________________________________________
______________:_________________________________________________
_____________________________________________________________________
________________ _________________
(signature) (signature)
M.P.M.P.
Download the document “Sample. Agreement on cooperation and joint activities"
Joint activity agreement form
AGREEMENT on joint activities No.
I. Subject of the agreement
1. and (name of the parties to the agreement) undertake to act together to achieve common economic goals, such as:
(nature of activity, tasks, goals)
2. Management of joint activities is entrusted to the person to whom the power of attorney is issued.
3. Forms of participation of the parties in achieving the goals specified in clause 1.1. agreements (cash contributions, property, labor participation):
3.1. (name of organization, form of participation)
4. The deadlines for completing work (stages) are determined by the calendar plan or Special Conditions (underline as appropriate) and are attached to the contract.
5. The procedure for delivery and acceptance of completed work (stages), the composition of the acceptance committee, and the list of documents to be submitted are determined by agreement of the parties.
6. The use of products obtained (produced) as a result of joint activities is carried out (name of organization, procedure for use) with the distribution of income: (procedure and amount).
II. Duties of the parties
7. (name of organization) performs the following types of work:
on their own or with the involvement of (name of organization) within the time limits specified in.
8. (name of organization) performs the following types of work:
9. Financing of the work is carried out either from funds (source of financing).
10. (name of organization) promotes the practical implementation of this agreement and monitors the fulfillment by the parties of their obligations.
11. Other obligations: .
III. Amount and payment procedure
Expert opinion
Ilyin Vladislav Denisovich
Practicing lawyer with 8 years of experience. Specialization: civil law. Extensive experience in drafting contracts.
12. When fulfilling obligations under this agreement, payment is made in the following order: (name of organization, source, amount, order).
13. Amounts due are transferred to the bank account no later than (deadline).
14. Additional agreements: .
IV. Responsibility of the parties
15. In case of non-fulfillment or improper fulfillment of the obligations provided for in this agreement, the guilty party shall compensate the other party (parties) for the losses incurred.
16. Violation of contractual obligations entails payment by the guilty party of a penalty (fine), the amount of which is determined by agreement of the parties in the Special Conditions to this agreement.
17. Payment of a penalty (fine) does not relieve the parties from fulfilling their obligations under this agreement.
V. Early termination of the contract
18. In case of failure to fulfill or improper fulfillment of obligations under this agreement by one of the parties (parties), the other party (parties) has the right to unilaterally terminate this agreement with the guilty party and make claims for compensation for losses incurred.
19. If it is established that further work is inappropriate or impossible or it is established that a negative result is inevitable, the interested party (parties) makes a proposal for early termination of this agreement, which must be considered within a day.
READ Is it necessary to number additional agreements to an employment contract: how to number correctly
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Article 1041 of the Civil Code of the Russian Federation. Simple partnership agreement (current version)
1. The commented article defines the essence of a simple partnership agreement (or an agreement on joint activities - these names are equivalent). The distinctive features of a simple partnership agreement include:
— presence of a single common goal;
- consolidation of contributions of comrades;
- the duty of comrades to act together to achieve a common goal.
These features distinguish a simple partnership agreement:
- from most civil law contracts on the transfer of property, performance of work, etc. In such contracts, the parties have different goals: the seller wants to receive money, and the buyer wants ownership of the thing, etc.;
- from the constituent agreement on the creation, for example, of a limited liability company, since participants in a business company are not obliged to act together to achieve any goal (and are generally not obliged to pursue a common goal);
- from a general partnership agreement - since in the latter case a commercial organization is created, while the agreement on joint activities does not create a new legal entity.
2. According to paragraph 2 of the commented article, the parties to a simple partnership agreement can be individual entrepreneurs and (or) commercial organizations.
A commercial organization is a legal entity pursuing profit as the main goal of its activity (Article 50 of the Civil Code of the Russian Federation). Commercial organizations include business partnerships, business societies, business partnerships, production cooperatives, state and municipal unitary enterprises. For individual entrepreneurs, see Art. 23 Civil Code of the Russian Federation.
The wording of the article is noteworthy; its literal interpretation suggests that if a simple partnership is not created for the purpose of carrying out entrepreneurial activities (for its characteristics, see Article 2 of the Civil Code of the Russian Federation), other persons may also be its parties, i.e. citizens (and also public legal entities).
3. As follows from paragraph 3 of the commented article, a simple partnership agreement, if it is concluded for the implementation of investment activities, is also regulated by the norms of the Federal Law of November 28, 2011 N 335-FZ “On Investment Partnership”.
Under an investment partnership agreement, two or more persons (partners) undertake to pool their contributions and carry out joint investment activities without forming a legal entity in order to make a profit. The parties to an investment partnership agreement may be commercial organizations, as well as, in cases established by federal law, non-profit organizations insofar as the implementation of investment activities serves to achieve the goals for which they were created and corresponds to these goals. Individuals cannot be parties to an investment partnership agreement. Foreign legal entities, as well as foreign organizations that are not legal entities under foreign law, participate as a party to an investment partnership agreement, taking into account the specific legal status of these entities established by international treaties of the Russian Federation and the legislation of the Russian Federation.
The number of participants in the investment partnership agreement should not be more than fifty.
Parties to an investment partnership agreement and other persons do not have the right to place advertisements for joint investment activities carried out under an investment partnership agreement, as well as to attract new persons to joint investment activities through a public offer.
In an investment partnership agreement, for the purpose of its individualization, the name (individual designation) of this agreement (including the words “investment partnership”), the registration number of this agreement in the register of notarial actions of the unified notary information system, the last name, first name and patronymic of the notary who has this the contract was certified, the date of notarization of this contract (individual characteristics).
An investment partnership agreement can be concluded by joining this agreement as a whole by a person who intends to participate in it. In this case, an accession agreement is concluded between the managing partner and such person, which defines the conditions, procedure and terms for the new participant in this agreement to make a contribution to the common cause. In this case, no amendments to the investment partnership agreement are required.
The investment partnership agreement is considered concluded, and changes made to this agreement are considered to come into force from the date of notarization of this agreement or changes made to it. The investment partnership agreement with its new participant is considered concluded from the date of notarization of the accession agreement.
4. Applicable law:
- Tax Code of the Russian Federation;
- Federal Law dated November 28, 2011 N 335-FZ “On Investment Partnerships”.
5. Judicial practice:
— Resolution of the Eleventh Arbitration Court of Appeal dated April 10, 2014 in case No. A55-23982/2013;
— Resolution of the Federal Antimonopoly Service of the North-Western District dated April 2, 2014 in case No. A56-6323/2013;
— Resolution of the Third Arbitration Court of Appeal dated March 28, 2014 in case No. A33-8866/2009k140;
- Resolution of the Federal Antimonopoly Service of the West Siberian District dated January 15, 2014 in case No. A46 - 28214/2012.
Comment source:
“COMMENTARY ON THE CIVIL CODE OF THE RUSSIAN FEDERATION. PART TWO OF JANUARY 26, 1996 No. 14-FZ"
ON THE. Barinov, S.A. Baryshev, E.A. Bevzyuk, M.A. Belyaev, T.A. Biryukova, Yu.N. Vakhrusheva, R.R. Dolotina, N.V. Elizarova, R.Yu. Zakirov, N.A. Zakharova, P.Z. Ivanishin, S.Yu. Morozov, T.N. Mikhaleva, 2014
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| 4 Sergey | 08/02/2018 at 23:41:47 Thanks for the article - very useful. Not entirely correct interpretation of Art. 55 Civil Code. It is not necessary to be an individual entrepreneur or a legal entity when concluding a simple partnership agreement. The subjects of such an agreement should be individual entrepreneurs or legal entities only if the agreement is concluded for the purpose of making a profit. |
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| Eduards Kersis | 05/29/2019 at 14:46:09 Good afternoon We consider your contract as basic. |
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| 5 Marianne | 06/02/2019 at 09:59:00 great deal, thank you!!! |
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| Denis | 06/04/2019 at 09:58:59 Thank you for helping at the right time! |
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| 5 Tamara | 07/04/2019 at 10:08:06 A good “fish” for further adjustments! They helped. Thank you! |
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| Kuban | 07/04/2019 at 14:32:46 How to draw up an agreement on joint activities between LLCs for the sale of electricity |
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| Olga | 07/17/2019 at 19:05:36 yes, useful article. Thank you |
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| 4 Hope | 07/23/2019 at 13:39:35 As a type of agreement, such a document is quite rare in my practice. I removed one star for the lack of rights and obligations of the parties to the agreement; I believe that this is an important part of any agreement. |
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| Svetlana | 08/21/2019 at 10:16:49 Thank you. Very useful information |
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| 5 Dinara | 09/12/2019 at 14:47:12 Thank you, good sample - just what I needed, it helped! |
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| marina | 09/25/2019 at 04:02:33 Clear agreement. Thank you |
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| 5 Zhanna | 10/03/2019 at 10:32:09 Thanks for the info. Accessible, useful, understandable. |
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| Zhanna | 10/03/2019 at 10:32:43 Thanks for the info. Accessible, convenient, useful. |
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| Basil | 09.11.2019 at 08:31:14 Thank you for your work |
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| 5 julia | 11/14/2019 at 18:47:06 very easy to use document |
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| 5 Evgenia Biryukina | 11/15/2019 at 11:49:02 Thank you! It helped a lot. Thank you. |
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| Vladimir | 12/14/2019 at 13:40:15 Well done! All is well. Long live the Great and Indestructible Russia! And as long as we help each other, no one will defeat us. Thank you! |
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| 4 Eugene | 12/25/2019 at 11:36:14 Good agreement for further processing and use |
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| Haer | 01/18/2020 at 10:08:55 Thank you, excellent conditions included. Used some points |
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| Elvira | 01/30/2020 at 16:53:02 Thank you, your example was very helpful. |
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| Eugene | 02/14/2020 at 14:15:27 Useful information that will be useful in business |
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| 5 Dmitriy | 04/16/2020 at 18:39:56 good deal, everything to the point |
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| Anna | 06/09/2020 at 17:34:27 Thank you, I picked up certain points for myself. |
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| Eugene | 06/24/2020 at 21:08:30 I, an individual, agreed with an LLC on joint activities. What contract can secure this work? Eugene |
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| Eugene | 06/24/2020 at 21:44:10 Thank you, you helped. I wish you success. Eugene |
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| Mark | 07/21/2020 at 08:03:37 Thank you, that's what I need! |
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| Anna | 07/24/2020 at 15:01:16 As a template, it’s an excellent document that just needs to be supplemented. Thank you. |
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| Anna | 08/10/2020 at 13:13:44 Thanks for the useful article1 |
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| 5 Neo | 09/07/2020 at 15:13:12 Decent sample agreement |
Personal message | Reply 0
| Evgeny Status: Client | 09/11/2020 at 07:21:34 I hope for cooperation! |
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| Alyona | 09/17/2020 at 11:31:56 Super everything, really liked the program |
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| Diana | 01.10.2020 at 13:13:43 Thank you! They helped a lot! I wish you success! |
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| Alexander | 10/29/2020 at 09:49:42 good, but not quite what I wanted |
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| 4 Sakhalin Airsoft Federation | 11/01/2020 at 04:44:10 Thank you. I took the document as a basis to create an agreement that suits my situation |
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| Vladimir | 11/16/2020 at 08:56:30 Normal agreement. |
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| Vladimir | 11/16/2020 at 08:58:06 Not bad. Thank you, you were very helpful. Good luck to you! |
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| 5 Sergey | 11/27/2020 at 06:09:58 Very useful article!!! |
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| 4 Abish | 27.11.2020 at 20:07:32 I don't think it's a bad example |
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| 5 Elena | 01/14/2021 at 18:05:34 Thanks for the sample agreement! Finally I found what I needed. |
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| Gregory | 01/15/2021 at 09:56:39 very good agreement - short and clear! |
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| 5 Jamal | 01/30/2021 at 22:43:23 Thank you, you helped a lot. Enough to take it for the backbone |
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| Nina | 02/12/2021 at 16:24:31 Thank you! I just started studying the topic, I believe that this agreement is a good tool as a basis. |
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| Maria | 02/13/2021 at 17:41:17 Hello, please tell me what is the template for a partnership agreement between an individual entrepreneur and an individual entrepreneur, expenses and income are divided 50%/50%, taking into account the initial investments of 1 party, provision of space for work without rent for 2 parties |
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| Maria | 02/13/2021 at 17:42:03 Hello, please tell me what is the template for a partnership agreement between an individual entrepreneur and an individual entrepreneur, expenses and income are divided 50%/50%, taking into account the initial investments of 1 party, provision of space for work without rent for 2 parties |
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| Olga | 02/24/2021 at 14:17:19 good document, it was useful to me |
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| 5 Irina | 03/31/2021 at 10:08:31 Good afternoon! Thank you very much! Helpful information! |
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| Natalia | 05/04/2021 at 06:30:58 Thanks, I'll use it as an example. They helped a lot. |
The State Revenue Committee of the Ministry of Finance of the Republic of Kazakhstan (hereinafter referred to as the State Revenue Committee of the Ministry of Finance of the Republic of Kazakhstan), having considered your question, received on the blog of the Chairman of the State Revenue Committee of the Ministry of Finance of the Republic of Kazakhstan reports the following.
In accordance with paragraph 1 of Article 199 of the Code of the Republic of Kazakhstan dated December 25, 2021 No. 120-VI “On taxes and other obligatory payments to the budget” (Tax Code), unless otherwise established by the Tax Code, in the event of an agreement to conduct joint activities or other an agreement providing for two or more participants in an agreement on joint activity without forming a legal entity, objects of taxation and (or) objects related to taxation are taken into account and taxed, respectively, for each participant in the agreement on joint activity in the manner prescribed by the Tax Code.
According to paragraph 2 of Article 199 of the Tax Code, each participant in a joint activity agreement in relation to its share of participation independently keeps records of assets, liabilities, income and expenses for joint activities to determine taxable objects and (or) tax-related objects, unless otherwise established Tax Code.
In accordance with paragraph 1 of Article 35 of the Entrepreneurial Code of the Republic of Kazakhstan (hereinafter referred to as PC RK), state registration of individuals engaged in private entrepreneurship without forming a legal entity consists of registration as an individual entrepreneur with the state revenue authority at the location declared under the state registration as an individual entrepreneur.
According to paragraphs 1 and 2 of Article 36 of the Tax Code, the tax obligation is fulfilled by the taxpayer independently, unless otherwise established by this Code.
In fulfillment of the tax obligation, the taxpayer performs the following actions:
1) registers with the tax authority;
2) keeps records of taxable objects and (or) tax-related objects;
3) calculates, based on the objects of taxation and (or) objects related to taxation, the tax base and tax rates, the amounts of taxes and payments subject to payment to the budget, as well as advance and current payments on them in accordance with the Special Part of this Code;
4) compiles and submits, with the exception of tax registers, tax forms and other forms established by this Code, to the tax authorities in the prescribed manner;
5) pays calculated and accrued amounts of taxes and payments to the budget, advance and current payments for taxes and payments to the budget in accordance with the Special Part of this Code.
At the same time, in accordance with paragraph 2 of Article 35 of the PC, if there is no procedure in the joint activity agreement for the distribution of assets, liabilities, income and expenses for joint activity to determine taxable objects and (or) tax-related objects, the parties to the joint activity agreement develop and approve tax accounting policies for joint activities before submitting the first tax reporting, which reflects such a procedure and tax liability arising as a result of joint activities.
Paragraph 4 of Article 199 of the Tax Code provides that an agreement on joint activity may determine an authorized representative of the parties to the agreement on joint activity, responsible for maintaining tax records for such activity or part thereof, unless otherwise established by the Tax Code.
In accordance with paragraph 6 of Article 199 of the Tax Code, the distribution of assets, liabilities, income and expenses for joint activities to determine taxable objects and (or) tax-related objects between the parties to the joint activity agreement is carried out by the parties to the joint activity agreement and (or) their authorized representative, if available, at the end of each tax period in the manner prescribed by the joint activity agreement.
If the terms of the agreement on joint activity and (or) the tax accounting policy for joint activity do not establish the procedure for the distribution of assets, liabilities, income and expenses for determining objects of taxation and (or) objects related to taxation, the parties to the agreement on joint activity and (or) ) an authorized representative of such participants, if any, carries out the specified distribution in proportion to the shares of participation in accordance with the agreement on joint activity.
The results of the distribution of assets, liabilities, income and expenses to determine taxable objects and (or) tax-related objects between the parties to the joint activity agreement must be drawn up in writing and signed by all participants to the joint activity agreement and (or) their authorized representative if available, and also sealed (if available in cases established by the legislation of the Republic of Kazakhstan).
A document on the results of the distribution of assets, liabilities, income and expenses is presented by each participant in the joint activity agreement to the tax authorities when conducting a tax audit.
An authorized representative of the participants in a joint activity agreement must have copies of all documents on the basis of which the distribution of assets, liabilities, income and expenses was made, unless otherwise provided by the Tax Code.
Paragraph 1 of Article 319 of the Tax Code, as amended by Article 33 of the Law of the Republic of Kazakhstan “On the entry into force of the Code of the Republic of Kazakhstan “On taxes and other obligatory payments to the budget”, establishes that the annual income of an individual consists of income receivable (received ) by this person in the Republic of Kazakhstan and abroad during the tax period, in the form of income subject to taxation:
1) at the source of payment;
2) by an individual independently.
Based on the foregoing, each participant in a joint activity agreement, in relation to his share of participation, independently keeps records of assets, liabilities, income and expenses for joint activities; accordingly, the income from such activities for an individual is determined independently.
Chairman of the State Revenue of the Ministry of Finance of the Republic of Kazakhstan Sultangaziev M.E.
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How to draw up a joint venture agreement?
Please note that if such an agreement is concluded for the purpose of making a profit, then only business entities (legal entities, individual entrepreneurs) can be its parties. Conclusion: “Individuals, government entities, and non-commercial companies may not be partners.”
See letter of the Supreme Arbitration Court of the Russian Federation dated July 25, 2000 No. 56.
If a joint activity agreement is concluded for the purpose of investment, then in this case one should be guided by the norms of the federal law “On Investment Partnership”.
The meaning of such an agreement is that partners (individual business entities) can combine their contributions and work together without forming a common legal entity.
The grounds for termination (termination) of contractual obligations are provided for in Article 1050 of the Civil Code of the Russian Federation; this may be the incapacity of the “companion,” his bankruptcy, death, liquidation, refusal of further participation, or expiration of the contract.
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When the contractual relationship is terminated, everything that the “comrades” contributed to the common cause is returned to them. If in the process of joint activity the partners have incurred a debt, the liability for it is joint and several.
An agreement on joint activities can be concluded for an indefinite period (indefinite), but this does not mean at all that the partner will not be able to terminate the agreement, if desired. The clause on the ban on exit reflected in the contract is void.
In addition, if one of the parties to the agreement wishes to withdraw from the partnership, the purpose of which was created was a certain goal (and it was not achieved at the time of withdrawal) or created for a certain period, it can withdraw from the partnership, subject to payment to the remaining members of the damage caused by these actions.
Important! The partner who has withdrawn from the contractual relationship is responsible for the activities of the partnership during the period of his participation in it.
And one more essential condition (or difference) of a simple partnership agreement is that the agreement may provide for a condition of non-disclosure of information about it (existence in principle), while in relation to an ordinary legal entity this is impossible, since information about it is entered into the Unified State Register of Legal Entities.
And at the end of this section, we consider it necessary to note the most important feature of an agreement on joint activities - profits from conducting such activities are distributed among its participants, according to its contribution to this very activity (however, the contract or agreement may provide otherwise), as well as losses and expenses from conducting joint activities.
USEFUL : order a legal review of the contract before signing it
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Concept of consortium:
A consortium is a temporary voluntary equal union (association) of two or more persons (legal entities and/or individual entrepreneurs) who undertake to combine their contributions and act together without forming a legal entity to make a profit or achieve another goal that does not contradict the law on the basis of an agreement on joint activities (simple partnership agreements), in which legal entities and individual entrepreneurs combine certain resources and coordinate efforts to solve specific business problems.
Civil legislation also provides for the right of persons to create a secret partnership (the existence of which is not disclosed to third parties).
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Features and conditions of the joint activity agreement
The peculiarities of an agreement on cooperation and joint activities include the possibility established by law for an unlimited number of parties to participate in the agreement. This type of agreement allows for joint and profit-generating activities without forming a separate legal entity.
The main terms of the agreement on joint implementation of activities include:
- subject of the agreement (joint implementation of work carried out to achieve the goal necessary for the parties);
- determining the size (types) of investments of the parties to the agreement, as well as determining the procedure and conditions for their contribution;
- determining the procedure for reimbursement of expenses intended for the maintenance of the common property of the parties to the agreement;
- defining goals and types of collaboration.
With regard to the timing of concluding an agreement on joint activities, it should be noted that this type of agreement presupposes both the conclusion of an agreement for a certain period and the unlimited nature of its validity. When concluding an agreement without specifying a specific period of validity, joint activities may be terminated based on the decision of the parties to the agreement or upon achieving the final goal specified in the agreement.
Judicial practice on the use of a license under a joint activity agreement
In judicial practice, the issue of using a license within the framework of a joint activity agreement is not clearly resolved. The courts indicate the possibility of joint activities carried out by one person if they are subject to licensing. However, court decisions do not conclude whether such activities can be carried out by another person who does not have a license.
At the same time, from the analysis of judicial practice it follows that the right to carry out a licensed type of activity can be made as a contribution to joint activities (this approach is confirmed by numerous judicial practice (Resolution of the Federal Antimonopoly Service of the West Siberian District dated December 10, 2003 in case No. F04/6148 -181/A02-2003, Resolution of the FAS East Siberian District dated July 18, 2001 in case No. A10-4182/00-F02-1611/01-C2, Resolution of the FAS VSO dated October 17, 2012 in case No. A10-5327/2011, Resolution dated 02/08/2010 in case No. A12-12631/2009).
You may be interested in: Representation in arbitration court.
In addition, the courts indicate the possibility of applying special tax rates applied to the licensed type of activity in relation to all joint activities.
