An agreement with an individual entrepreneur for the provision of services: how to draw it up correctly and the consequences of refusing a contractual relationship

Form of agreement for individual entrepreneurs and LLCs

According to the rules of civil law, contracts can be concluded orally and in writing.
The first thing that needs to be taken into account when preparing a transaction between an LLC and an individual entrepreneur is that the agreement between them should be drawn up in writing. This follows from rule 161 of Article of the Civil Code, according to which transactions between companies and transactions between companies and citizens must be in writing. If, for example, a contract between an LLC and an individual entrepreneur is not drawn up in writing, then although such a transaction will not be considered invalid or unconcluded, there may be difficulties in proving the very fact of its completion. By virtue of Art. 162 of the Civil Code of the Russian Federation, it is prohibited to refer to witness testimony to establish the terms of a transaction.

For certain contracts, the law prescribes an additional requirement for the transaction, namely the mandatory state registration of it. In relation to transactions between LLCs and entrepreneurs, state registration will be required when renting real estate for a period of at least a year. The absence of state registration of a transaction entails its invalidity.

Change and termination

Termination or modification of the contract unilaterally entails administrative liability. Amendments to the current agreement are possible only with the full mutual consent of the parties, if these changes do not contradict the law.

Unilateral termination is possible only in the event of a gross violation of the obligations of one of the parties. However, there are cases when even failure to comply with the conditions is not a reason for terminating the document. In this case, the controversial situation can only be resolved in court.

What the law says

An individual entrepreneur is allowed to carry out commercial activities. It must be approved by the Unified State Register of Individual Entrepreneurs and be recorded in the tax certificate. The organizational and legal form of an individual entrepreneur is not a legal entity.

The difference between subjects lies in their responsibility. If an entrepreneur violates any clause of the contract, sanctions will be imposed on his property. A limited liability organization in such a situation risks its authorized capital.

Is it possible to conclude an employment agreement between two individual entrepreneurs?

Based on the norms of the legislation of the Russian Federation, only an individual can act as a TD employee. Therefore, TD between two individual entrepreneurs is not acceptable. Many may argue that an individual entrepreneur is an individual, but in labor relations he acts only as an employer.

As an exception, you can enter into an agreement with an entrepreneur as an individual, without indicating in the contract that he has the status of an individual entrepreneur. Without observing this nuance, the agreement cannot be considered an employment agreement. It qualifies as civil law and is regulated by the norms of the Civil Code of the Russian Federation.

Contents of the agreement between individual entrepreneur and LLC

In addition to the fact that it is necessary to comply with the form of the transaction, when drawing up the contract, you need to take into account its specifics. It must include all essential conditions, as well as conditions the presence of which is advisable and protects the parties from possible risks of dishonest or improper actions of the other party to the contract. The agreement between the individual entrepreneur and the LLC, a sample of which is given below, contains all the necessary conditions.

For each contract there are a number of mandatory conditions, without agreement on which the transaction cannot be considered completed. Such conditions always include the subject of the transaction, that is, what the parties agree on, for example:

• specific goods under the supply contract;
• types and scope of work under the contract;
• types and volume of services under the service agreement;
• property being leased.

In addition, for certain types of contracts, the law prescribes the presence of other mandatory conditions. The absence of such conditions in the contract will mean that the parties have not reached an agreement on the transaction, and the contract is not concluded.

In the structure of almost any contract, several sections can usually be distinguished:

• preamble (this part indicates the date and place of the transaction; between whom it is made; in the person of whom the contracting parties make it; on the basis of which the representatives of the parties act);
• content (description of the subject of the transaction; the rights and obligations of the parties are indicated, the deadlines for fulfilling obligations, the price of the contract and the payment procedure, the terms of the guarantee (if any), the responsibility of the parties, the procedure and conditions for amending and terminating the contract, the validity period of the contract, etc.) .

Drawing up an agreement for the provision of services to an individual entrepreneur with an individual entrepreneur

The law stipulates that an agreement for the provision of services between an individual entrepreneur and an individual entrepreneur is concluded whenever the relationship between them aims to achieve commercial benefits. Such individual entrepreneur agreements establish rights and obligations between the parties and have some features.

Requirements for the contract

Despite the fact that the contract with an individual entrepreneur for the provision of services, a sample of which is in Appendix No. 1, is drawn up in any form, it must meet certain requirements. A typical service contract has the following structure:

• a cap;
• subject of the agreement;
• rights of the parties;
• duties of the parties;
• terms of service provision;
• amount and terms of payment;
• other conditions.

The header indicates both parties to the agreement. To confirm that the parties really are who they say they are, supporting documents are attached to the agreement. This section contains the date when the document was drawn up and its number.

The main point of the agreement is the subject of the individual entrepreneur agreement - it describes the responsibilities of the contractor. If you treat it carelessly and formally, then if controversial issues arise, it may turn out that in fact the contract provides for slightly different services than those discussed during the negotiations.

Annex 1

Thus, security companies sometimes specify as the subject of the agreement not the protection of an object, but the monitoring of the actions of third parties. This is significantly different from what the customer expects. Security is one thing when the service involves preserving property, and another thing is monitoring actions that do not provide for such preservation. If a dispute arises that comes to trial, the judge reasonably draws attention to the fact that the subject of the contract is not the protection of the object, but the monitoring of the actions of third parties.

The subject of the contract must indicate who should provide the means of production, hired personnel, materials and everything that is necessary to perform the service. This paragraph also specifies the time frame within which the service is provided.

Sections that specify the rights and obligations of the parties are also mandatory. They partially duplicate the previous section, because the rights and obligations of the performer are indicated here. There is a detailed listing of everything that the parties are obliged to do and to which they have the right, namely:

• the method of performing the service by an individual;
• how the individual entrepreneur provides the service;
• on what territory (for example, on the customer’s territory);
• operating mode;
• what access to the customer’s equipment will the contractor have;
• what responsibility and for what possible violations the agreement provides.

The payment procedure is also described separately:

• size;
• term;
• procedure (after signing acts that are submitted before the due date);
• amount and date of advance payment;
• the amount of a penny for late payment.

This paragraph indicates how the money is transferred:

• by bank transfer;
• cash;
• with prepayment;
• with installment payment.

If it is established that the money is transferred by bank transfer, then the contract for paid services must include exact details. Additional terms of the agreement mean everything that is not included in the previous paragraphs, namely:

• procedure for early termination of the contract;
• force majeure;
• number of copies of the document compiled;
• how changes are made to the drawn up agreement;
• and others.

What documents must an individual entrepreneur submit?

It was noted above that when drawing up a header, both sides are indicated, for which you need to submit the necessary papers, namely:

1. Copies of the identity document of both entrepreneurs. You need to copy the spreads of the first two sheets along with the photo and the registration page.
2. Copies of TIN of entrepreneurs;
3. An extract from the Unified State Register of Individual Entrepreneurs, which should not be issued later than 10 days at the time of signing the contract;
4. A copy of the state registration certificate issued by the Federal Tax Service.

In the event that the transaction is not carried out between individual entrepreneurs, but an agreement is concluded for the provision of services for an individual entrepreneur with an LLC, an additional copy of the certificate of entry made in the Unified State Register of Legal Entities is required from the legal entity.

The parties may act through proxies. This means that it is additionally necessary to submit a power of attorney for a representative who has the right to make transactions on behalf of the individual entrepreneur. Such a power of attorney must be notarized.

The legislator does not oblige the parties to affix their signature with a seal. If an individual entrepreneur does not have a seal, but an individual entrepreneur agreement is signed with an LLC, the entrepreneur must write a letter addressed to the director of the legal entity. It must confirm that banking activities are carried out without a seal.

Other moments

If an agreement is concluded between individual entrepreneurs, who, on the one hand, are an individual, and on the other, a legal entity, the taxation system is taken into account.

For example, when providing security services to an individual entrepreneur for an LLC, it is necessary to draw up an act of provision of services.

If an individual entrepreneur plans to obtain a commercial loan to buy goods or order any services, he must send a letter. It indicates the details of the accounts that were opened with the bank when applying for the loan. Since the individual entrepreneur is responsible for the obligations assumed with his personal property, when concluding agreements with the LLC, it is necessary to provide the legal entity with copies of documents on the existing property.

The signing of the agreement may be delayed for some time. This is required for both parties to verify each other's details against the documents received. Therefore, it is recommended to discuss this issue in advance, at the negotiation stage, after agreement on the transaction has been received. The parties can then send each other all the necessary documents to complete the verification before concluding the contract.

An individual entrepreneur is verified using an extract from the Unified State Register of Legal Entities, and an LLC is verified using an extract from the Unified State Register of Legal Entities. During the verification, the accuracy of the information provided is clarified: place of registration, location of the organization. Using the check, you can find out whether the company is in the process of liquidation or reorganization.

It often happens that individual entrepreneurs provide services to each other without concluding an agreement and act at their own peril and risk. This is strongly discouraged, as it not only increases commercial risks, but also violates the law.

What does a standard contract look like?

Any formal written contract has a number of specific clauses. The case of individual entrepreneurs and LLCs is no exception. A sample agreement looks like this:

1. Introduction. This part contains the full name and legal status of persons representing both parties. Sometimes the full date and time at the time the agreement was signed is indicated.
2. Subject part. The section clearly states the reasons for entering into this transaction. It is necessary to thoroughly record the subject of the agreement between the parties (for example, renting out premises, selling a product, etc.).
3. The third paragraph clearly regulates the rights and obligations of all parties to the agreement.
4. The financial side of the issue. The amount and method of calculation should be indicated.
5. Time frame. A clear delineation of the time limits allocated to both parties to fulfill these obligations is required.
6. Additional information. Here you should specify special conditions and nuances that are characteristic of a specific transaction.
7. Responsibility of the parties. Both parties agree to the application of permissible sanctions against them in case of violation of the terms of the agreement.
8. Conditions under which cancellation of a transaction is allowed.
9. Conclusion. Since controversial issues cannot be excluded, ways and means of resolving them should be outlined here.
10. Entering details of both parties.

It is necessary to remember some nuances of such cooperation. Being an individual entrepreneur has some small advantages. Based on the preferred option, the individual entrepreneur may not provide his details at the time of signing the agreement. According to the sample, the agreement between the individual entrepreneur and the LLC must be drawn up taking into account the legal status of both enterprises. Otherwise, the resolution of any controversial issues may be delayed.

Employment contract between individual entrepreneur and employee

Self-employment often involves hiring employees. Hiring an individual entrepreneur requires the mandatory conclusion of an employment contract.

Description

Depending on the nature of the work, position, health status, and age of the employee, the individual entrepreneur’s contract with the employee can be fixed-term or indefinite.

The employer has the right to require the following documents from the employee:

• passport of a citizen of the Russian Federation;
• for a foreign citizen - official permission to carry out labor activities in Russia;
• work book;
• from men under 27 years old - military ID;
• SNILS;
• certificate, diploma of education, certificate of qualification.

Peculiarities

After hiring a new employee, an individual entrepreneur must report this to the Federal Social Insurance Service within 10 days. You have 1 month to submit information about a new employee to the Russian Pension Fund.

The contract with the employee is drawn up in two copies, sealed by the individual entrepreneur (if any). Each copy must contain the following items:

• full name employee, employer, individual entrepreneur's TIN;
• date, address of signing;
• type of activity, position, place of work activity;
• rights and responsibilities of an employee, manager;
• conditions, regime, duration of work and rest;
• financial questions;
• the possibility of surcharges or penalties;
• social package;
• additional conditions and agreements;
• hiring deadlines.

The legislation of the Russian Federation prohibits hiring persons under 16 years of age without the written permission of one of the parents.

How to compose correctly

Despite the commonality of the situation and the availability of a standard contract form, you should familiarize yourself with some of the subtleties. Then there can be no doubt about the correctness of the agreement.

• To begin with, both parties need to formulate their own requirements as correctly as possible. Their vagueness and uncertainty can play a cruel joke on the party to the agreement when conflict situations arise.
• The ideal option is for a lawyer to be present at the time of signing the contract. Often, due to legal incompetence, the parties draw up a document that has ambiguous interpretations of some points.
• An individual entrepreneur must carefully check all the information that the LLC provides to him. It will not be superfluous to review an extract from the Unified State Register of Legal Entities and the company’s charter. An entrepreneur should find out about the official and actual location of the enterprise.

The listed points will help the individual entrepreneur avoid a transaction with an unscrupulous entity. In addition, the LLC may be in the process of complete reorganization or liquidation. It is better to know about such moments in advance.

The LLC has the right to similarly check the entrepreneur. The extract from the Unified State Register of Legal Entities should be supplemented with information about the date of registration of the individual entrepreneur, as well as permissible types of activities.

Contract agreement between LLC and individual entrepreneur

The subject of the contract is the work that the contractor must perform for the customer. In business activities, contracting agreements are found quite often: construction, repair of cars, office equipment, manufacturing of products, etc.

In order for a contract agreement between an LLC and an individual entrepreneur to be considered concluded, it must include not only a condition on its subject (types and volumes of work performed), but also on the timing of their completion. The start and end dates of the work must be indicated.

Sometimes the line between a supply agreement and a contract agreement is quite thin and depends on the exact conditions on which the parties decide to formalize the deal. For example, a transaction under which an entrepreneur must make a fence and transfer it to an LLC can be concluded as a supply agreement. In this case, the contract will specify the delivery time for the fence.

But such a transaction can also be concluded as a contract. Then the terms of the transaction must indicate that the subject of the transaction is the execution of work on the manufacture of a fence, and set the start and completion dates for this work.

Features of drawing up various types of contracts

For the provision of services

First, let’s look at the contract of an individual entrepreneur for the provision of services and its main characteristics.

In accordance with this agreement, the contractor undertakes to perform the service, and the customer pays for it.

Essential conditions:

• subject - certain actions performed by the performer;
• timing of the start and completion of actions;
• price;
• service quality indicators.

In most cases, the transaction form is written.

Loan agreement

The lender transfers valuables to the borrower for a certain period, and the borrower undertakes to return them.

When entering into this agreement, be careful with the wording as this may be considered financial activity. An individual entrepreneur has no right to engage in it. But it is quite possible to borrow from an individual.

Essential terms of such an agreement:

• loan amount and interest rate;
• contract term;
• debt repayment procedure;
• sanctions for failure to comply with conditions.

When drawing up a contract with an individual entrepreneur, indicate the procedure for resolving disputes.

Sales and purchases

This is an agreement in which the seller transfers goods for payment to the buyer. The subject and only essential condition of this transaction is the goods.

The price of the goods is an essential condition only for certain types of contracts:

• retail and wholesale purchase and sale;
• purchase and sale of real estate;
• purchase and sale of enterprises.

Signs of this agreement: bilateral, paid, consensual, public, unlimited, mutually agreed upon, mutually binding.

About recruiting

Let's also consider such a specific contract as a recruiting agreement with an individual entrepreneur, or a personnel selection agreement. The subject of this transaction is the obligation of the contractor to select personnel on the customer’s instructions in accordance with the specified requirements. The customer undertakes to pay for these services.

The service is performed if the customer hires a candidate sent by the contractor, or in other cases specified in the contract.

The service fee is set as a percentage of the candidate's monthly salary. Sometimes the contract stipulates a fixed amount.

For cargo transportation

Under a cargo transportation contract, the carrier undertakes to accept cargo from the sender and deliver it to the recipient. The sender is required to pay the cost of transportation. The recipient is not a party to the agreement.

The relationship between the sender and the carrier is confirmed by the consignment note issued to the sender. The subject of the transaction is the movement of cargo to a specific destination.

Time period - the time within which the cargo must be delivered. The contract price is equal to the payment for the transportation of goods.

Documents required from the individual entrepreneur

The agreement between the individual entrepreneur and the LLC is concluded taking into account the tax system of the entrepreneur. If the subject of the transaction is the provision of any services, it is necessary to draw up a corresponding act. Delivery of goods or other type of activity will require the preparation of a package of documents.

These documents include:

• Photocopies of the main pages of the passport.
• A copy of the entrepreneur's TIN.
• A copy of the document on tax registration and registration in the Unified State Register of Legal Entities.
• Extract from the register.