Currently, quite often a legal entity refers to the services of individuals, they draw up contracts among themselves. The second, in turn, do not have the status of an individual entrepreneur (IP). The provision of services is carried out on a reimbursable basis, which involves the payment for the provision of services by the principal. But is this a legal action if the other party to the agreement does not have IP status? In this regard, it should be clarified whether the contract that is concluded between a legal entity and an individual is eligible? Is it possible to conclude without obtaining IP status? What are its types and features?
Royalty-free agreement
So, it is important to note that the relationship of such an agreement between a legal entity and an individual is regulated by the Civil Code of the Russian Federation. A legal entity has the right to enter into contractual relations with individuals who do not have IP status, if the services that will be provided do not have the nature of classifying them as entrepreneurial activities and do not entail a systematic profit.
Types of gratuitous contracts
Among the contracts between legal entities and individuals should be highlighted:
- civil contract (for the provision of services or a mediation contract (including agency);
- work agreement;
- partnership agreement and others.
Each of the above contracts has certain features at the conclusion.
GPA and its types
A civil contract with individuals is a document that is concluded between an individual or persons, as well as other individuals (an individual), or legal entities (a legal entity), or between a legal entity (legal entities) and another legal entity (legal entities) persons), which consists for the purpose of arising, amending, or terminating mutual rights and obligations. For example, we can talk about an interest-free loan agreement between an individual and a legal entity. These types of agreements include: a service agreement, an intermediary agreement, property contracts. Let's consider them in more detail.
Mediation agreement
Legal entities may conclude a mediation agreement with individuals, including an agent, to which the Agent and the Principal are parties. The principal acts as the customer of the service, the agent is the executor. The terms of this agreement should be the obligation of one party for a certain fee to perform certain actions at the expense of the principal and on his own behalf. The subject of an agency agreement is the direct execution on its own behalf and at the expense of or on behalf of the Principal and at the expense of it of a certain action to conclude a transaction with third parties. This may include a sales contract between a legal entity and an individual.
In addition, the parties must agree on the conditions, type, and also the volume of services, cost, terms of completion of this action. Consequently, the agent acquires rights and obligations, despite the fact that the other party to the contract has entered into a contractual relationship with third parties. On the work performed, the Agent needs to provide a report to the other party to the contract, which should pay for its work. This is an integral part of the contract.
Work agreement
In addition, in this case, it is possible to conclude a special agreement between a legal entity and an individual, which is called a contract agreement. According to its terms, the obligation of one party (contractor) is to carry out certain work on the instructions of the other side, and subsequently - the need to hand over its result to the other side. In this case, the customer must accept the final work performed by the contractor and, accordingly, make its payment. A similar agreement is onerous, consensual and reciprocal. His subject is the result of the work done. An agreement between a legal entity and an individual can be downloaded online.
Its result may be the manufacture of a new subject or even the correction of an old subject. The main condition of the contract is its term. It provides for the initial, intermediate and final part of the work. It is also possible to indicate the deadline for accepting the result of the work, if it is absent, the customer must still accept the result of the work upon notification of this from the other side of the contract. The price of the contract is expressed as an approximate or fixed estimate. The first type of estimate is drawn up if it is initially impossible to determine the quantity and volume of work. The second type of estimate is made when there is all the data for this, but you cannot make changes to it. A sample contract between a legal entity and an individual is presented below.
Subcontracting
If such an agreement does not provide for the obligation of the contractor to perform the work personally, then he is entitled to involve other persons, subcontractors in this work. Therefore, the general contractor is directly responsible for the timing and quality of work. In the Civil Code of the Russian Federation the following types of contract are provided, including the type of construction contract, household contract, contract for the performance of survey and design work, etc.
Partnership agreement
A partnership agreement may also be concluded with an individual. The provisions of the Civil Code of the Russian Federation govern contractual relations that are related to partnership.
For this, it is necessary to provide passport data, including the registration of an individual and the data of his individual taxpayer number. All this is necessary when concluding such an agreement.
Partnership Features
Another important feature of the conclusion of this agreement is that when it is concluded with an individual, all actions performed are carried out by cash payments at the cash desk of the company. When signing this agreement, the parties confirm that this agreement is drawn up in accordance with their interests, which entails joint and agreed cooperation. They are obligated to carry out joint actions in a certain area for the realization of common interests and in order to achieve common goals. In addition, the features of concluding such an agreement are the implementation of general actions in accordance with its terms and other agreements that are concluded between them. There is also a contract of legal services between individuals.
In achieving this goal and performing functions for joint interests, they must build their own relationships as equal, honest and conscientious, namely as partners, in order to protect their own interests. Accordingly, each party to the agreement must exchange information regarding the common cause, which will ensure the most effective cooperation for the parties, and the opportunity, if necessary, to hold consultative events for each other. In addition, both parties have the obligation to take all necessary measures to preserve the confidential information that was received between them during the partnership. This condition is integral to the partnership agreement.They have the right to negotiate all types of cooperation individually, by concluding additional agreements. As for the revenue side of the contract, the profit received in the partnership process should be distributed in accordance with the agreement of these persons. It should be borne in mind that the persons who concluded it must certify that this is not a preliminary contract and, in turn, on the basis of it, they do not have any legal obligations to conclude other agreements in the future.
A lease is common between a legal entity and an individual.
Modification and termination of the agreement
The subject of the partnership agreement is the mutual cooperation of individuals. The main goal is to increase sales of goods, improve the work of a company or organization, enterprise, increase the level of client audience. The parties are entitled to amend, supplement or terminate such an agreement on the basis of mutual consent or in the manner prescribed by law. This agreement is also subject to termination unilaterally, that is, at the request of any party, but by written notice within a certain period prior to the time this action is taken. All changes proposed for making it must be agreed between the parties through a written agreement with its corresponding signing.
Obligations of a dishonest partner
How to draw up a loan agreement between an individual and a legal entity? Regarding the liability of the partnership agreement, it is important to note that the person who is guilty (both legal and physical) is obligated to pay the injured person a certain amount and to compensate in full all the losses caused. However, they may be exempted from liability due to non-performance or improper performance of the duties assigned by this agreement if this did not occur as a result of force majeure circumstances.
We emphasize that in the case when one party to the contract pays remuneration to the other party under a civil law contract, this remuneration appears in the form of remuneration from the customer. This is evidenced by the provisions of the Tax Code of the Russian Federation (Article 255). It provides that the remuneration of the company, the enterprise also includes the costs of remuneration of employees who are not in the staff list for the services provided as a civil obligation. The same applies to work contracts. An exception is the payment of such agreements that are concluded with individual entrepreneurs.
There are certain nuances in the contract for the provision of legal services between individuals.
Among the main documents that are necessary to pay the appropriate remuneration, we highlight: firstly, between the parties to the contract of civil law (provision of services), an act of completion must be signed, which will confirm the fact of the provision of the service; secondly, under the terms of the agency agreement, an individual agrees to submit a report to the customer.
The salary of an individual on the basis of the GPA is his income, which is subject to personal income tax.
Advantages and disadvantages
Thus, when concluding contracts, it is necessary, first of all, to draw up a particular contract correctly:
- consider all mutually beneficial terms of cooperation for the parties to the agreement;
- clearly regulate the rights and obligations of the parties;
- determine the amount of work performed or services provided (depending on the type of contract);
- terms of payment for the implementation of services, etc.
The current legislation establishes a certain procedure for the conclusion of this type of agreement and contracts, which, in turn, is an essential condition for compliance with the forthcoming conclusion.
It should be borne in mind that the terms of such agreements should not contradict the norms of the current legislation of the Russian Federation.