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Contract for the provision of company management services. Provision of management services

PROVISION AGREEMENTORGANIZATION MANAGEMENT SERVICES

20.04.2017 № 12

Moscow

limited liability ">Limited Liability Company "Beta", we call oh hereinafter "Society", represented by CEO Petrov Alexander Ivanovich"> CEO Petrov Alexander Ivanovich, acting his based Charter, on the one hand, andLimited Liability Company "Gamma" in the face , acting his based Charter, we call oh further " Management Company", on the other hand, hereinafter jointly referred to as the "Parties", have concluded this agreement (hereinafter referred to as the Agreement) as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. Management Company undertakes on behalf of the Society to provide Society services for managing the affairs and property of the Company, including fully taking over the exercise of the powers of the permanent executive body - the General Director,in accordance with the terms of this Agreement, and Society undertakes to pay for the services of the Contractor in the amount, okay and under the conditions stipulatedthis Agreement.

1.2. When managing the activities of the Company, the Management Company is obliged to comply with the Articles of Association and all provisions of the Company's internal documents, as well as the norms of the legislation of the Russian Federation.The management company is obliged to carry out management functions as efficiently, reasonably and in good faith in the interests of the Company, while for the periodsix monthsachieve the following goals and financial and economic indicators:
!} – increase sales by 25 percent compared to 2016;
– reach the level of profitability products sold 10 percent;
– maximize profits up to 30 percent and minimize costs.

1.3. Rights and obligations of the Management Company for the implementation of management current activities Companies are determined by the terms of this agreement, the Charter of the Company,Regulations on the General Director of the Company, as well as the current legislation of the Russian Federation.

1.4 . Management Companydraws up the results of the provision of services as performance reports provided on paper and electronic media.

2. AUTHORITY, COMPETENCE ANDOBLIGATIONS OF THE MANAGEMENT COMPANY And

2.1. For the period of validity of this agreement, the Company transfers to the Management Company all powers permanent executive body of the Company -Director Generalprovided by the Charter of the Company, as well as any other powers vested in the executive bodieslimited liability companiesin accordance with the current legislation of the Russian Federation.

2.2. In accordance withparagraph 2.1 on the of this Agreement, the Management Company manages all current activities of the Company and resolves all issues referred by the Charter of the Company and the current legislation to the competence of the permanentsoleexecutive body O companies, with the exception of issues related to the exclusive competence .

including management company in the face Director General Uvarov Kirill Vasilyevich:
– represents the interests of the Company in relation topartnerships with other organizationsany form of ownership, bodies government controlled, as well as individuals, including representing the interests of the Company in court with all procedural rights granted by lawclaimant, defendant, etc. d.;
– makes transactions on behalf of and in the interests of thesociety, concludes contracts and etc.;
– issues orders, gives instructions and directives, obligatory for execution by all employees of the Company;
– ensures implementation of decisionsGeneral meeting of participantsSociety;
– organizes long-term and current planning of production, financial, commercial activities of the Company, including based on observation data, research and analysis of the production and commercial processes of the Company, opportunities financial support programs, develops an effective development strategy and the main sections of the Company's development plan, makes strategic decisions to improve the financial and economic activities of the Company and puts them into action through the implementation of specific development and restructuring programsof the Company, makes relevant proposals and reports on the work done to manage the activities of the CompanyGeneral meeting of participantsSociety;
– determines budgeting priorities and monitors expenses to ensure financial stability guarantees for the programs being implemented, makes calculations of efficiency from the implementation of the Company's development projects;
- is justified proposals for the development of new business areas, the development of new markets;
– develops projects for technical and administrative modernization organizations;
– manages the property of the Company within the limits established by its Charter, this agreement and the current legislation of the Russian Federation;
– approves the rules, regulations and other internal documents of the Company, with the exception of documents approved ;
– defines organizational structure of the Company, including considering the prospects for changing the status of individual structural divisions, creates new ones fromaffairs, structural subdivisions;
– distributes the scope of work and subordination within structural units, changes the order of relationships with othersdivisions, expands or limits the scope of powers of the heads of the relevant departments;
- approve no staffing of the Company, its branches and representative officesapproves salaries workers , determines the amount and procedure for bonuses and other incentive measures workers , in the manner prescribed by law, imposes on employees disciplinary actions;
– approves job descriptions for employees of the Company;
– on behalf of the Societyconcludes employment contracts withemployees, hiring and firing workers of the Company, including appointing and dismissing the chief accountant,heads of departments, branches and representative officesconcludes contracts with citizens for the performance of work and the provision of services;
– organizes interaction all structures and departments Companies for the implementation of development projects of the Company;
- coordinating the workfor the implementation of the Company's development projects at all stages, leads control over compliance of decisions made and actions taken with the main concept of the Company's development;
– analyzes economic and financial indicators at each stage of the implementation of the Company's development projects and submits relevant reports on the results achieved and performance indicatorsSociety To the General Meeting of Members of the Society;
– developing methods and taking steps to prompt response for crisis and non-standard sievesactions that may lead to non-compliancedevelopment plan of the Company, other adverse consequences for the Company;
– ensures the creation of favorable and safe working conditions for the employees of the Company;
– opens settlement, currency and other accounts of the Company in banks;
– decides on the presentation on behalf of the Company of claims and lawsuits against legal entities and individuals and on the satisfaction of claims against the Company;
– determines the volumes of production of products and services, as well as the procedure and conditions for marketing, approves contractual prices for products and tariffs for services;
– ensures the fulfillment of the Company's obligations to the budget and counterparties under business contracts;
– makes decisions on obtaining and using loans and credits;
– organizes accounting and statistical accounting and reporting, including tax reporting;
– lead the development and presentationGeneral Meeting of Members of the Companydraft annual report and annual balance sheet of the Company;
– provides preparation, organization and holding of General Meetings members of the Society;
– exercises control over the rational and economical use of material, labor and financial resources;
– within its competence ensures compliance with the law in the activities of the Company;
– resolves other issues of the current activities of the Company.

2.3. During three workers days from the date of entry into force of this agreement. The management company represented byDirector General Uvarov Kirill Vasilyevich must apply to the register governing body at the locationCompanies with a statement on making appropriate changes to the Unified State Register legal entities on the permanent executive body of the Company.

2.4. On behalf of and in the interests of the Company, onlyDirector General of the Management Company Uvarov Kirill Vasilyevich, and all the rest workers The Management Company and the Company act on behalf of the Company only on the basis of a power of attorney issued by the head of the Management Company.

2.5. The management company is required to submit at leastonce a monthor at any time upon requestGeneral Meeting of Members of the Companya report on the results of the financial and economic activities of the Company, including information on the costs of production and sale of products, a report on the actual movement of cash flows Money, with the application of the relevant cash documents, the business plan of the Company, financial, statistical and tax reporting, administrative documents(orders, directives), as well as the Certificate of acceptance of the services rendered, which must contain details that meet the requirements of accounting legislation.

2.6. Monthly up to15thday of the month following the paid one, Packthe managing company is obliged toput the Society about a report that indicates the items of expenses and the amounts paid by the Management Company in the course of carrying out activities to manage the Company. Copies of payment and other documents confirming the expenses of the Managing Organization are attached to the report.

2.7. When exercising executive and administrative functions in the process of managing the current activities of the Company, the Management Company and persons acting on its behalf must be guided by the Charter of the Company, internal documents of the Company and the rulescurrent legislation. When , if any provision of the Charter or internal document of the Company is contrary to the law, the Management Company should be guided directly by the relevant norm of the law or other legal act.

2.8. The management company is obliged to provide free access to the relevant documentsauthorized representatives of the General Meeting of Members of the Company, as well as provide comprehensive information on all issues that arise in the process of verification and control over fulfillment by the Management Company of obligations, exercise of powers,set forth in this agreement.In case of appointmentGeneral Meeting of Members of the Companyindependent auditorin order to conduct an audit of the financial and economic activities of the Company, the Management Company is obliged to provide the auditor (audit organization) with all necessary information and documents for verification.

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

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

2.11 . The parties are obliged to inform each other about the change in their legal address, numbers
faxes, telephones, bank account details no later thantwo business daysfrom the date of their change. In case of failure to comply with this condition, the guilty Party shall compensate all costs (including full compensation for possible legal costs) incurred by the other Party in the process of establishing its whereabouts.

3. RIGHTS AND OBLIGATIONS OF THE COMPANY

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

3.2. The Company is obliged to provide the necessary assistance to the Management Company in fulfilling its obligations under this Agreement. Management bodies of the Company(General Meeting of Members of the Company)has no right to unreasonably evade making decisions, approving transactions proposed by the Management Company, or refuse to make such decisions and approve transactions. In addition, the Company does not have the right to take decisions during the term of this agreement without the consent of the Management Company on amendments to the constituent documents that reduce the scope of the powers of the Management Company compared to how they were determined at the time of conclusion of the agreement.

3.3. entitled to receive information and control for fulfillment by the Management Company of its obligations under this Agreement.

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

3.5. To check the financial and economic activities of the Company under the leadership of the Management CompanyGeneral Meeting of Members of the Companymay appoint an independent auditor.

4. PROCEDURE FOR THE MANAGEMENT OF THE COMPANY

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

4.2. The supreme management body of the Company isGeneral Meeting of Members of the Company. Its competence includes all issues listed inArt. 33 of the Federal Law "On Limited Liability Companies", as well as other issues listed in the Charter of the Company.

4.3. All decisions on the management of the current activities of the Company, which are not within the exclusive competenceGeneral Meeting of Members of the Companyare accepted on behalf of the Management Company by its permanent executive body -CEO. On all issues of the current management of the Company's activities, the Management Company reports toGeneral Meeting of Members of the Company. The main goal of the Management Company is the implementation of decisionsGeneral Meeting of Members of the Company.

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

4.5. Transactions and other legally significant actions performedCEOThe Management Company in the process of managing the Company directly give rise to legal consequences for the Company and do not require prior permission or subsequent approval from other management bodies of the Management Company or the Company, except as provided by the legislation of the Russian Federation.

4.6. The Management Company has the right to transfer all or part of the powers or duties granted to it by this agreement and the law to any of the employees of the Company or the Management Company or to another person, distributing administrative and administrative and representative functions among them, and also has the right to form functional structures (departments, departments ) to implement managerial functions Companies (for example, accounting and tax accounting, personnel service etc.).In this case, these persons act on the basis of powers of attorney issued byCEOManagement company.

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

4.8. Financial and payment documents of the Company shall be signed byCEOManagement Company or another person authorized by the Management Company, and Chief Accountant Society.

5. SETTLEMENTS FOR THE COMPANY'S TRANSACTIONS

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

5.2. The funds received under the transactions of the Company are sent to the relevant accounts of the Managementparent company or Society.The decision on the payment procedure is made byCEOManagement company.

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

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

6. AMOUNT OF REMUNERATION AND PAYMENT PROCEDURE UNDER THE CONTRACT

6.1. The cost of services of the Management Company consists of the following components:
– compensation of expenses for the implementation of management activities;
– remuneration for the successful implementation of the functions of managing the Company.

6.2. The Company fully pays the Management Company the amount of expenses for the management of the Company, which includes:salaries of the personnel of the Management Company, taxes on salaries, current expenses for the maintenance of the office, transport, telephone calls.

Management company on a monthly basis up to15thof the day of the month following the paid one, provides the Company with an invoice for payment, as well as details about report listing expense itemsodes and amounts payable.Copies of payment and other documents confirming the payment are attached to the report.expenses of the managing organization.Society forten working daysfrom the moment of receipt of the listed documents, is obliged to pay the expenses of the Managing Organization bytransfer of funds to the settlement account of the Management Company.

6.3. For the performance of functions for the implementation of the current management and management of the Company, namely when the Company achieves financial indicators in accordance withparagraph 1.2actual agreementThe management company is remunerated in the amount of400,000 (Four hundred thousand) rubles per month.

6.4. Remuneration for the performance of functions for the implementation of the current management and management of the Company is paid to the Management Companymonthly during five working daysfrom the moment of submission of the relevant report on the financial and economic activities of the Company, as well as the Certificate of acceptance of services rendered, bytransfers to the settlement account of the Management Company.

7. RESPONSIBILITIES OF THE PARTIES

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

7.2. The Management Company is liable to the Company for losses caused to the Company by its guilty actions (inaction), unless other grounds and the amount of liability are satisfied.established by the legislation of the Russian Federation.In particular, the Management Company is obliged to reimburse the Company for:
- the amount of pennies and other sanctions collected from the Company in accordance with the procedure established by law for violation by the Company of the legislation on taxes and fees;
– the amount of the penalty collected by counterparties for non-performance or improper performance by the Companysv under economic contracts.

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

7.3. In case of late payment for the services of the Management Company, the Company is obliged to pay the Management Company at the choice of the last penalty in the amount of10 percentfrom the amount payable for each day of delay, as well as to compensate for losses in the part not covered by the penalty.

7.4. For dishonest evasion of approval of actions and transactions proposed by the Management Company (for example, approval of big deal proposed by the management company for approvalGeneral Meeting of Members of the Company) The Company is obliged to pay the Management Company a fine in the amount of200,000 (two hundred thousand) rubles. At the same time, the Management Company shall not be liable for the occurrence of any adverse consequences for the Company.

8. VALIDITY, PROCEDURE FOR AMENDMENT AND TERMINATION OF THE AGREEMENT

8.1. This Agreement shall enter into force upon its approvalGeneral Meeting of Members of the Company and General Meeting of Members of the Management Company and valid until April 20, 2018.

First of all, it should be noted that the legislation does not single out an organization management agreement (an agreement on the transfer of powers of the sole executive body to the manager) as an independent type of civil law agreement and does not detail the rights and obligations of its parties (managed and managing organizations). As practice shows, such an agreement can be considered as a contract for the provision of services for a fee (see, for example, the decisions of the Tenth Arbitration Court of Appeal dated 08.12.2011 No. 10AP-9298/11 and dated 08.31.2011 No. 10AP-6625/11). At the same time, participants in civil circulation have the right, guided by the principle of freedom of contract (Article 421 of the Civil Code of the Russian Federation), to determine the terms of the contract at their discretion, except when the content of the relevant term is prescribed by law or other legal acts, and to conclude a contract, including not provided for by law, as well as an agreement that contains elements of various agreements provided for by law or other legal acts (mixed agreement). Therefore, the agreement on the transfer of powers of the sole executive body to the manager may, in addition to the elements of the contract for the provision of services for a fee, include elements of other types of civil law contracts.

At the same time, the very subject of such an agreement can be clearly determined on the basis of the rules of law governing legal status legal entities of one or another organizational and legal form. From Art. 42 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies” (hereinafter referred to as the LLC Law), Art. 69 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (hereinafter referred to as the JSC Law) it directly follows that the subject of the management agreement economic society is the implementation by the management company (manager) of the functions of the sole executive body of this company. In turn, the implementation of the functions of the sole executive body involves the management of the current activities of the company - representing the interests of the company in relations with third parties, making transactions, exercising the rights and obligations of the employer in labor relations(Part 6, Article 20 of the Labor Code of the Russian Federation), resolving other issues of current activities, with the exception of issues that fall within the competence of other bodies of the company.

By transferring the powers of the sole executive body on the basis of a management agreement, the managed company acquires civil rights and assumes civil obligations through the managing organization (manager) (clause 1, article 53 of the Civil Code of the Russian Federation). The actions of the managing organization as a body of a legal entity are the actions of the legal entity itself. The powers of the management company in this case are determined by the norms of the law and the agreement on the transfer of powers of the executive body (Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated 01.06.2010 No. 18170/09).

The foregoing also means that the provision of paragraph 3 of Art. 182 of the Civil Code of the Russian Federation, according to which a representative cannot make transactions on behalf of the person represented in relation to himself personally, as well as make such transactions in relation to another person, whose representative he is at the same time, except in cases of commercial representation. Acting as an organ of a managed society, managing organization is not his representative within the meaning of Art. 182 of the Civil Code of the Russian Federation (see the decisions of the Presidium of the Supreme Arbitration Court of the Russian Federation of September 21, 2005 No. 6773/05, the Sixteenth Arbitration Court of Appeal of April 20, 2011 No. 16AP-1921/09).

Legal regulation of relations under a contract for the provision of services is carried out in accordance with the rules of Chapter 39 of the Civil Code of the Russian Federation, as well as with general provisions on the contract (Articles 702-729 of the Civil Code of the Russian Federation) and the provisions on household contracts (Articles 730-739 of the Civil Code of the Russian Federation), which apply to the contract for the provision of services for compensation, if this does not contradict Art. 779-782 of the Civil Code of the Russian Federation, as well as the features of the subject of the contract for the provision of services for compensation (Article 783 of the Civil Code of the Russian Federation).

An agreement on the management of an organization, like any civil law agreement, is considered concluded if the parties have reached an agreement on all of its essential conditions. Essential are the conditions on the subject of the contract, the conditions that are named in the law or other legal acts as essential or necessary for contracts of this type, as well as all those conditions regarding which, at the request of one of the parties, an agreement must be reached (paragraph 1 of article 432 Civil Code of the Russian Federation). The provisions of Chapter 39 of the Civil Code of the Russian Federation do not provide special requirements to the essential terms of the contract for the provision of services for a fee, therefore, according to general rule for this type of contract, the condition on its subject matter is essential.

Judicial practice proceeds from the fact that the specified contract can be considered concluded if it lists certain actions that the performer is obliged to perform, or indicates certain activities that he is obliged to carry out. In the event that the subject of the contract is indicated by an indication of a specific activity, the range of possible actions of the contractor can be determined on the basis of negotiations and correspondence preceding the conclusion of the contract, the practice established in the mutual relations of the parties, business customs, subsequent behavior of the parties, etc. (Article 431 of the Civil Code of the Russian Federation, paragraph 1 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated September 29, 1999 No. 48).

In view of the foregoing, it can be concluded that the subject of the agreement on the transfer of powers to the manager is the activity of the manager in managing the current activities of the company (decree of the Tenth Arbitration Court of Appeal dated 08.12.2011 No. 10AP-9298/11).

We also note that the contract on the management of an organization, as a type of contract for the provision of services for a fee, has a legal specificity that distinguishes it from other types of civil law contracts. In particular, in judicial practice It was noted that the rules of the Civil Code of the Russian Federation on a contract for the trust management of property (Articles 1012-1026 of the Civil Code of the Russian Federation) are not subject to application to the contract for the transfer of powers of the executive body of the managing organization, since the latter involves the transfer not of individual property objects, but of powers to manage the organization. In addition, the manager, unlike the trustee, acts on behalf of the legal entity, and not on his own behalf (see the resolution of the Federal Antimonopoly Service of the Volga District of May 21, 2009 in case No. A55-13261 / 2008).

It should also be noted that the rules of the Civil Code of the Russian Federation on the contract for the provision of services for a fee do not contain provisions that determine the procedure for fixing the results of the provision of services, including the preparation of acts on the services provided and (or) reports of the contractor. The relevant conditions are determined by the parties at their own discretion (clause 2, article 1, clause 4, article 421 of the Civil Code of the Russian Federation). With regard to the contract on the management of the organization, the courts note, in particular, that the degree of detail of the services provided when they documenting, as well as the method of measuring their volume (to the extent that such a measurement is possible) is determined by the parties to the contract (the contractor and the customer) by mutual agreement. Yes, the parties may agree time system accounting for the volume of services rendered, setting as a unit of measurement one calendar month for the provision of services (decree of the Ninth Arbitration Court of Appeal dated December 30, 2010 No. 09AP-31140/2010).

Thus, the legislation does not prescribe the content of acts on the services provided for the management of the organization or other documents that determine the volume and nature of the services provided, and, moreover, does not oblige the parties to the contract to draw up such acts (documents). However, in practical situation the presence of such final documents as an act on the services rendered, a contractor's report on the provision of services for a certain period of time, may have legal significance in civil and tax legal relations to confirm the fact of the provision of services, the existence of grounds for their payment, the reasonableness of the organization's expenses for paying for the services of the management company when taxing profits (see, for example, resolution of the Federal Antimonopoly Service of the Moscow District dated February 4, 2010 No. KG-A40 / 15406-09, letter of the UMNS for Moscow dated June 24, 2003 No. 26-12 / 34020).

Additionally, we note that the issue of transferring the powers of the sole executive body of the management company falls within the competence of the general meeting of shareholders of the joint-stock company (clause 1, article 69 of the JSC Law), the general meeting of participants or the board of directors ( supervisory board) limited liability companies (subclause 2.1, clause 2, article 32, subclause 4, clause 2, article 33 of the LLC Law). The corresponding decision is drawn up in a protocol (clause 6, article 37, clause 1, article 50 of the Law on LLC, article 63 of the Law on JSC).

Within three working days from the date of transfer of the powers of the sole executive body to the managing organization, the company must report this to the body carrying out state registration of legal entities (registration body) at its location (clause 5, article 5 of the Federal Law of 08.08.2001 No. 129 -FZ "On State Registration of Legal Entities and Individual Entrepreneurs").

Is it possible to conclude an agreement with individual entrepreneur for the provision of services for the management of an LLC for an indefinite period, or such an agreement must be concluded only for the term of office of the manager in accordance with the decision on the transfer of powers to manage the company.

Answer

The term of office of the individual entrepreneur must comply with the decision on the transfer of authority to manage the company.

For details on this, see the materials in the rationale.

The rationale for this position is given below in the materials of "Systems Lawyer" .

« How to formalize the transfer of authority of the management company

The concept of " Management Company”(“managing organization”) the law does not disclose. In fact, the management company is commercial organization which provides services in the field of enterprise management. No license is required to provide these services.

The functions of a management company may also be performed by an individual entrepreneur - a manager*.

The LLC instructs the management company to manage its affairs and property by exercising the powers of the sole executive body (director). The managing company, in turn, is represented by its director or another person authorized by him.

Make a decision on the transfer of powers of the director of the management company, approve such a company and the terms of the contract with it, including the amount of remuneration, must general meeting members or board of directors. It depends on what is said on this subject in the charter (subparagraphs 2, 3, paragraph 2.1, article 32, subparagraph 4, paragraph 2, article 33 of the Federal Law of February 8, 1998 No. 14-FZ “On companies with Limited Liability”, hereinafter referred to as the LLC Law). There is no need to make any further changes.

In the last issue of the magazine we discussed legal problems related to the transfer of powers of the sole executive body of a legal entity to a managing entity. Let us dwell on some of the problems that an organization may encounter when executing a contract for its management.

Tax accounting of payments to the managing entity

Subparagraph 18 of paragraph 1 of Art. 264 of the Tax Code of the Russian Federation, it is established that other expenses associated with production and sale include:

- expenses for the management of the organization or its individual divisions;

Expenses for the purchase of services for the management of the organization or its individual divisions.

Let us make a reservation that we have specifically identified two groups of expenses in the above provision in order to determine which group should include the organization's costs for payments in favor of the management company or the manager to whom the powers of the sole executive body of this organization have been transferred.

Let us turn to the letter of the Federal Tax Service of Russia for Moscow dated November 3, 2004 No. 26-12 / 7113 (hereinafter referred to as the letter), which contains the answer to the taxpayer's question: in what order does the organization record expenses related to paying for the services of a third-party company for profit tax purposes on the implementation of the functions of the executive body of the organization?

The letter explains that, according to sub. 18 p. 1 art. 264 of the Tax Code of the Russian Federation, other expenses related to production and (or) sales include not only expenses for managing the organization and its individual divisions directly by the taxpayer through employees who job descriptions responsible for managing the organization. These expenses also include expenses for the acquisition of third-party management services.

It follows that the expenses of the organization for payments in favor of the managing entity must be attributed to the second group of expenses conventionally allocated by us, listed in subpara. 18 p. 1 art. 264 of the Tax Code of the Russian Federation. And we can agree with this. That is the way the practice goes. We will return to further explanations (quite detailed and reasonable).

However, agreeing with the tax administration in this part, we consider it necessary to discuss the opinion expressed that the expenses of the first group include expenses related to payments in favor of full-time employees of the organization, who are assigned the functions of managing the organization by job descriptions. After all, this is precisely what follows from the letter in question. In this case, these payments made on the basis of employment contracts must be taken into account as other expenses associated with production and sale in accordance with subpara. 18 p. 1 art. 264 of the Tax Code of the Russian Federation. In our opinion, this position is incorrect. Let's substantiate this.

According to Art. 255 of the Tax Code of the Russian Federation, the taxpayer's labor costs include any accruals to employees in cash and (or) in kind, incentive accruals and allowances, compensatory accruals related to the mode of work or working conditions, bonuses and one-time incentive accruals, expenses associated with the maintenance of these employees provided for by the norms of legislation, labor agreements (contracts) and (or) collective agreements. At the same time, this article provides a list of such expenses, which is not exhaustive.

Note that the provisions of art. 255 of the Tax Code of the Russian Federation does not stipulate that accruals to employees performing functions related to the management of the organization do not relate to labor costs and must be taken into account in a special manner. Therefore, accruals to these employees must also be taken into account as part of labor costs. The same conclusion follows from the content of the letter of the Ministry of Finance of Russia dated November 30, 2009 No. 03-03-06/4/101. This document is about a different issue. However, it notes the following. Expenses for payment of remuneration to the manager for the results of financial and economic activities made on the basis of employment contract, can be taken into account as part of labor costs that reduce the tax base for income tax in the reporting (tax) period to which they relate, that is, in the period of accrual of such remuneration.

The question arises: what expenses of the organization can be attributed to the first group of expenses indicated in subpara. 18 p. 1 art. 264 of the Tax Code of the Russian Federation? There is an opinion that the expenses for the management of an organization or its individual divisions should include those reasonable and documented expenses of the taxpayer that are in any way connected with the management of the organization or its individual divisions and are not directly named in other norms of Chapter 25 of the Tax Code of the Russian Federation. In our opinion, this position is correct.

Recognition of expenses

In the above-mentioned letter of the Federal Tax Service of Russia for the city of Moscow, in particular, it is indicated that the condition for the recognition of expenses is their validity, documentary evidence and focus on the implementation of activities to generate income. It is noted that in accordance with Art. 420 of the Civil Code of the Russian Federation, an agreement between two or more persons on the establishment, change or termination of civil rights and obligations is recognized in civil law as an agreement. The execution of the compensated contract is paid at the price established by the agreement of the parties.

Further, the tax administration concludes that when forming the tax base for calculating income tax, the organization can take into account the costs of paying for the services of a third-party company for the implementation of management, made under the concluded agreement. At the same time, it is necessary that the costs meet the criteria listed above, and that the concluded contract is available, payment order and an act of completion. It also draws attention to the fact that, according to Art. 40 of the Tax Code of the Russian Federation, for tax purposes, the price of goods, works or services specified by the parties to the transaction is accepted. Until proven otherwise, this price is assumed to be in line with market prices. At the same time, when exercising control over the completeness of the calculation of taxes, the tax authorities have the right to check the correctness of the application of prices for transactions with a deviation of more than 20% upward or downward in the level of prices applied by the taxpayer for identical (homogeneous) goods (works, services) within short period of time.

In conclusion, the letter notes that if the above deviations are revealed, the tax authority has the right to make a reasoned decision on the additional charge of tax and penalties calculated in such a way as if the results of the transaction were assessed based on the application of market prices for the relevant goods, works or services.

So, from the letter in question it follows that the planned costs associated with the payment of remuneration to the managing entity must comply with the general criteria enshrined in Art. 252 of the Tax Code of the Russian Federation: be substantiated and documented. At the same time, the tax authorities, in accordance with Art. 40 of the Tax Code of the Russian Federation, in certain cases, has the right to check the correctness of the application of prices under contracts concluded with these entities, and apply appropriate sanctions.

We consider it necessary to clarify exactly when the tax authorities can exercise these powers. This should be done due to the fact that the letter does not indicate all the cases in which the tax authority has the right to check the correctness of the application of prices. Let's discuss this problem.

Conditions for exercising the right to check

First of all, we note that the content of the provisions of Art. 40 of the Tax Code of the Russian Federation allows distinguishing two types of powers of the tax authorities: the right to verify the correctness of the application of prices and the right to apply appropriate sanctions.

From paragraph 2 of Art. 40 of the Tax Code of the Russian Federation, it follows that the tax authorities, when exercising control over the completeness of the calculation of taxes, have the right to check the correctness of the application of transaction prices only in the following cases:

Between related parties;

On commodity exchange (barter) operations;

When making foreign trade transactions;

With a deviation of more than 20% upwards or downwards from the level of prices applied by the taxpayer for identical (homogeneous) goods (works, services) within a short period of time.

It follows from the content of the above letter of the Federal Tax Service of Russia for Moscow that only the last of these cases was meant in this document. Meanwhile, the possibility of concluding an agreement on the management of the organization by related parties is quite likely. Therefore, we give the definition of the concept of "interdependent persons" contained in Art. 20 of the Tax Code of the Russian Federation. According to paragraph 1 of this article, for tax purposes, the said persons are recognized as individuals and (or) organizations, relations between which may affect the conditions or economic results of their activities or the activities of the persons they represent, namely:

One organization directly and (or) indirectly participates in another organization, and the total share of such participation is more than 20%. The share of indirect participation of one organization in another through a sequence of other organizations is determined as the product of the shares of direct participation of organizations of this sequence one into another;

One natural person is subordinate to another natural person by official position;

Persons are composed in accordance with family law Russian Federation in marital relations, relations of kinship or property, of an adoptive parent and an adopted child, as well as a trustee and a ward.

Note that according to paragraph 2 of Art. 20 of the Tax Code of the Russian Federation, the court may recognize persons as interdependent on other grounds not provided for in paragraph 1 of this article, if the relationship between these persons may affect the results of transactions for the sale of goods (works, services). Let us give an example of a reasonable application of this provision.

From the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated March 17, 2003 No. 71, it follows that the inspection considered the LLC and its counterparty to be related parties on the grounds that the founders of these organizations are the same citizens who are interested in the interaction of their organizations and the establishment of favorable transaction conditions. Since the above grounds are not provided for in paragraph 1 of Art. 20 of the Tax Code of the Russian Federation, the company believed that the check tax authority the correctness of the application of prices could be carried out only after the recognition by the court of the fact of the interdependence of persons upon the application of the inspection. In his opinion, non-compliance with this procedure entails the invalidity of the decision of the tax authority on the additional charge of tax and penalties.

The court rejected these arguments, stating the following. Establishing the fact of interdependence of persons for circumstances not listed in paragraph 1 of Art. 20 of the Tax Code of the Russian Federation, is carried out by the court with the participation of the tax authority and the taxpayer in the course of consideration of the case concerning the validity of the relevant decision. After evaluating the evidence presented by the parties, the court recognized the LLC and its counterparty as related parties and considered in essence the question of the correctness of the calculation of additional taxes and penalties.

Thus, if the founders of the management company and the organization that has concluded an agreement with this company on its management are the same persons, then this circumstance may serve as a basis for the tax authority to exercise its right to verify the correctness of the application of the price of the specified agreement in accordance with subpara. 1 p. 2 art. 40 of the Tax Code of the Russian Federation. Note that while we are talking not about the occurrence of adverse consequences for the taxpayer, but about the right of the inspectorate to carry out further verification.

Let us also dwell on the grounds for the checks provided for in sub. 2 and 3 paragraph 2 of Art. 40 of the Tax Code of the Russian Federation. Recall that these subparagraphs indicate barter transactions and foreign trade transactions. We note the following.

Theoretically, it can be assumed that the management of the organization will be provided in exchange for goods or services. In this case, the tax authority will be able to verify the correctness of the application by the parties of the contract price in accordance with subpara. 2 p. 2 art. 40 of the Tax Code of the Russian Federation.

The Tax Code of the Russian Federation does not contain a definition of the concept of "foreign trade transaction" for the purposes of Art. 40 of the Tax Code of the Russian Federation. Therefore, you should refer to federal law dated 08.12.2003 No. 164-FZ “On the basics state regulation foreign trade activity". In accordance with Art. 2 of this law, foreign trade activity is an activity for the implementation of transactions in the field of foreign trade goods, services, information and intellectual property. The same article establishes that the participants in such activities are Russian and foreign persons engaged in foreign trade activities. Therefore, if one of the parties to the organization management agreement is a foreign entity, then the inspection will have the right to verify the correctness of the application by the parties of the contract price in accordance with subpara. 3 p. 2 art. 40 of the Tax Code of the Russian Federation.

The fourth reason for conducting inspections needs a particularly detailed discussion. Once again we will quote and analyze the case provided for in sub. 4 p. 2 art. 40 of the Tax Code of the Russian Federation. This subparagraph refers to a deviation of more than 20% upwards or downwards from the price level applied by the taxpayer for identical (homogeneous) goods (works, services) within a short period of time.

Often, tax authorities believe that in this case it means comparing the price of a transaction made by a taxpayer with the prices of transactions for identical (homogeneous) goods (works, services) made by other persons. In their opinion, having established this circumstance, the inspection has the right to apply paragraph 3 of paragraph 2 of Art. 40 of the Tax Code of the Russian Federation.

From the decision of the Federal Antimonopoly Service of the North-Western District dated April 7, 2008 No. A56-3949/2007, it follows that the company sold real estate to several persons during the audited period. According to the tax authority, the prices applied in this case did not correspond to market prices, in connection with which the organizations were charged additional taxes and sanctions were applied on the basis of paragraph 3 of paragraph 2 of Art. 40 of the Tax Code of the Russian Federation. However, the courts of three instances concluded that in this case the inspectorate had no reason to verify the correctness of the taxpayer's application of prices. Here are some arguments of the courts.

In paragraph 13 of the resolution of the plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation of June 11, 1999 No. 41 and No. 9, it is explained that when resolving disputes related to determining the price of goods, works, services for tax purposes, the court should proceed from the following. The price indicated by the parties to the transaction may be disputed by the tax authority for this purpose only in the cases listed in paragraph 2 of Art. 40 of the Tax Code of the Russian Federation. Consequently, in other cases, the inspectorate is not entitled to dispute the price indicated by the parties to the transaction. In this case, the conclusion of the tax authority that the company's revenue was underestimated for tax purposes was made on the basis of a comparison of the prices applied by it with market prices for identical (homogeneous) goods, in its opinion. At the same time, issues related to the deviation of the sale price for disputed transactions by more than 20% upwards or downwards from the price level applied by the taxpayer for identical (homogeneous) goods within a short period of time, or with transactions between interdependent persons. Therefore, the inspection did not have the grounds provided for in paragraph 2 of Art. 40 of the Tax Code of the Russian Federation, to verify the correctness of the company's application of prices for controversial transactions.

The Supreme Arbitration Court of the Russian Federation agreed with the conclusions of the lower courts and refused the tax authority to transfer the case to the supervisory authority, which follows from the Ruling of the Supreme Arbitration Court of the Russian Federation dated 07.08.2008 No. 9925/08.

And now we will project this problem on the subject under discussion. Suppose that when checking an organization that has concluded an appropriate agreement with a management company, the inspection considered the price of this agreement, relatively speaking, “suspicious”. At the same time, the tax authority has no grounds for applying subpara. 1, 2 and 3 paragraph 2 of Art. 40 of the Tax Code of the Russian Federation. In this case, in order to verify the correctness of the application of the price on the basis of sub. 4, paragraph 2 of this article of the inspection, it is necessary to establish that, within a short period of time, the organization entered into other management contracts (or at least one contract). At the same time, the prices of these contracts (contracts), when compared with the “suspicious” price of the contract, deviate from this price upwards or downwards by more than 20%.

Only having received evidence of the existence of such circumstances, the tax authority will be entitled to apply clause 3 of Art. 40 of the Tax Code of the Russian Federation. In this case, he will compare the “suspicious” price with the market price of management services, which should be determined taking into account the provisions provided for in paragraphs 4-11 of Art. 40 of the Tax Code of the Russian Federation.

However, the fact that, say, two contracts are called contracts for the management of an organization or contracts for the provision of services for the management of an organization does not mean that such contracts can be recognized as identical (homogeneous). More on this in the next section.

We take into account the specifics of the service

Let us pay attention to the fact that the management of an organization, recognized as a service for tax purposes, is a very specific type of activity. Its specificity lies, in particular, in the individuality of legal entities - objects of management. In this case, we are talking not only about their quantitative indicators, but also quality characteristics. The tasks that the LLC participants or shareholders set for the management company or manager may also be different. It is one thing if the managing entity takes over the management of a stable operating enterprise, and quite another if an organization that is on the verge of bankruptcy is entrusted to him in the hope that he will be able to bring it out of the crisis. In addition, management entities also have their own specifics. Some have already proven themselves quite well, others may perform in this role for the first time.

This specificity makes it extremely difficult to find organizational management services that can be recognized as identical or homogeneous. Therefore, before the tax authority, wishing, in accordance with subpara. 4. paragraph 2 of Art. 40 of the Tax Code of the Russian Federation, it is a very difficult task to prove the inconsistency of the price applied by the taxpayer when paying for the services of the managing entity. If the inspectorate coped with this task and received the right to verify the correctness of the application of prices, then it faces an equally difficult task - to identify the market price of identical (homogeneous) organization management services. This is necessary for the tax authority to apply paragraph 3 of Art. 40 of the Tax Code of the Russian Federation, which we previously considered.

Recall that according to paragraph 4 of Art. 40 of the Tax Code of the Russian Federation, the market price of goods (works, services) is recognized as the price that has developed during the interaction of supply and demand in the market of identical (and in their absence - homogeneous) goods (works, services) in comparable economic (commercial) conditions. At the same time, in order to determine the market price, it is necessary to comply with the conditions provided for in paragraphs 5-11 of Art. 40 of the Tax Code of the Russian Federation. Given these circumstances and the specifics outlined above, it can be argued that it is extremely difficult to determine the market price of organization management services.

Expediency and reasonableness as criteria for recognition of expenses

So, we have established that the organization has significant potential to protect its right to determine the price under the contract with the managing entity based on its interests. However, this does not mean at all that the inspectorate is doomed from the outset to lose any case related to a claim for the amount of remuneration paid by the taxpayer to its specific counterparty.

Returning to the clarifications contained in the letter, let us pay attention to the mention in this document of the following conditions for recognizing expenses for managing the organization: their validity, documentary evidence and focus on generating income. In this case, we are talking about the general requirements for expenses contained in Art. 252 of the Tax Code of the Russian Federation, which for some reason was not mentioned in the letter. This article, in particular, establishes that reasonable and documented costs incurred (incurred) by the taxpayer are recognized as expenses. At the same time, justified expenses are understood as economically justified expenses, the assessment of which is expressed in monetary terms.

Ignoring these general requirements to expenses and may lead an organization that has concluded an agreement with a managing entity to not recognize the costs incurred by the taxpayer in paying remuneration to this entity. In this case, the tax authority does not have to resort to complicated procedures provided for in Art. 40 of the Tax Code of the Russian Federation. Let us give two examples from the practice of arbitration courts.

The resolution of the Federal Antimonopoly Service of the Urals District dated March 28, 2007 No. Ф09-2058/07-С3 states that the founder, sole shareholder and general director of this CJSC was one individual. After the charter of this company was amended, this citizen became the manager of the organization instead of the general director. CJSC in the person of this citizen entered into an agreement with the same citizen - an individual entrepreneur on the management of the company with the establishment of a very significant price of the agreement. The provision of services was confirmed by acts signed on behalf of the CJSC by its sole shareholder. The Inspectorate excluded from the expenses the amount of remuneration to the manager, citing the lack of their economic justification, and charged the organization with corporate income tax, penalties and a fine. The company challenged the actions of the tax authority, noting that in case of disagreement with the amount of actual expenses incurred, the tax authority was entitled to apply the provisions of Art. 40 of the Tax Code of the Russian Federation, but do not completely exclude the amount of remuneration from the expenses. The courts of first instance and appellate instances recognized the inspection's decision as unfounded.

However, the cassation instance agreed with the decision of the inspection. Citing the provisions of Art. 252 of the Tax Code of the Russian Federation, the court pointed out that, as follows from the definitions of the Constitutional Court of the Russian Federation of April 8, 2004 No. 1669-O and of November 4, 2004 No. 324-O, the decision of the Plenum of the Supreme Arbitration Court of the Russian Federation of October 12, 2006 No. 53, the use of civil law instruments is not should be in conflict with the general prohibition on the unfair exercise of rights by the taxpayer. Subject actions entrepreneurial activity must be driven by the achievement of a business goal. In this case, the company acted not in order to make a profit, but in the interests of individual. The conclusion of the inspection on non-compliance by the organization with the requirements of Art. 252 of the Tax Code of the Russian Federation is correct. The decision of the Supreme Arbitration Court of the Russian Federation of August 31, 2007 No. 8064/07 approved the conclusions of the cassation instance.

The second case we will discuss is not so straightforward.

From the resolution of the Federal Antimonopoly Service of the Urals District dated March 1, 2007 No. Ф09-1151 / 07-С3, it follows that between joint stock company and the management company concluded an agreement on the transfer of powers of the sole executive body. The amount of remuneration specified in the contract has repeatedly increased additional agreements. During the audit, the tax authority concluded that there was no economic justification for increasing the cost of the services of the managing entity. The company was denied recognition of the corresponding expenses incurred by it with the accrual of corporate income tax, penalties and fines. The courts of three instances, agreeing with the decision of the inspection, noted, in particular, the following.

According to Art. 252 of the Tax Code of the Russian Federation, the expenses incurred reduce the income received for the purposes of taxation of profits if they are economically justified, documented and related to income generation. Economically justified costs are costs that are determined by the goals of generating income and consistent with the principle of rationality and reasonableness. The courts established and the case materials confirmed the fact that there was no increase in the volume of work performed by the management company while simultaneously increasing the remuneration paid by the taxpayer to this company.

The certificate of the managing entity on the volume of services rendered to the company in the relevant period contains only indications of the work carried out for the company. The materials of the case do not contain evidence that any of these works are additional in relation to the previously carried out works. The increase in the staffing of the management company, the positive financial and economic activity of the company in the audited period do not indicate an increase in the obligation to the taxpayer, but only confirm the proper fulfillment by the specified company of its contractual obligations. These circumstances indicate the lack of sufficient business case disputed costs and the appropriateness of sanctions.

The Supreme Arbitration Court of the Russian Federation did not find grounds for reviewing judicial acts by way of supervision, adopting Decision No. 4435/07 of 16.07.2007 on the refusal to transfer the case to the Presidium of the said court.

We believe that the second case, despite its "completeness", needs comments, which we will give in the next section.

Possible counterarguments

Analyzing the case under discussion, we first of all pay attention to the absence, in our opinion, of obvious signs of inexpediency and reasonableness in the actions of the taxpayer. In this case, the conclusions of the inspectorate and the courts were based on the fact of an increase in remuneration to the managing entity without providing evidence of an increase in the volume of work performed by it. At the same time, the reality and positive impact of these works on the financial and economic indicators of the controlled society were not denied. The case file does not reflect the dynamics of these indicators. However, even their stability may testify to the merits of the management company, taking into account the realities Russian economy. The question arises: why the actions of an economic entity aimed at encouraging the counterparty and the desire to stimulate its successful activity cannot be defined as expedient and reasonable?

These circumstances give grounds to assume that the loss of the case could be the result of insufficient justification by the taxpayer of his position during the consideration of the case. In the event of similar disputes, we do not exclude the possibility of applying the principled position of the Constitutional Court of the Russian Federation, reflected in the Ruling of 04.06.2007 No. 366-O-P (hereinafter - the Ruling). At the same time, this position is based mainly on the conclusions made earlier by the same court, as well as on the position of the Plenum of the Supreme Arbitration Court of the Russian Federation. Here are some highlights from this judgment.

The Definition notes that the reasonableness of the expenses taken into account when calculating the tax base should be assessed taking into account the circumstances indicating the intentions of the taxpayer to receive economic effect as a result of real business or other economic activity. At the same time, we are talking about the intentions and goals (orientation) of this activity, and not about its result. At the same time, the validity of the tax benefit cannot be made dependent on the efficiency of capital use. Tax legislation does not use the concept of economic feasibility and does not regulate the procedure and conditions for conducting financial and economic activities. Therefore, the validity of expenses that reduce income received for tax purposes cannot be assessed in terms of their expediency, rationality, efficiency or the result obtained. By virtue of the principle of freedom of economic activity, the taxpayer carries out it independently at his own risk and has the right to independently and solely evaluate its effectiveness and expediency.

The Definition also states that judicial control is not intended to verify the economic feasibility of decisions made by business entities, since, due to the risky nature of such activities, there are objective limits in the ability of the courts to identify the presence of business miscalculations in it. Therefore, the provisions of Art. 252 of the Tax Code of the Russian Federation do not allow their arbitrary interpretation. They require the establishment of an objective connection between the expenses incurred by the taxpayer and the focus of his activities on making a profit. Moreover, the burden of proving the unreasonableness of expenses rests with the tax authorities.

Particular attention in the Definition is drawn to the provisions of paragraph 7 of Art. 3 of the Tax Code of the Russian Federation on the interpretation of all irremovable doubts, contradictions and ambiguities of legislative acts on taxes and fees in favor of the taxpayer.

In similar situations, organizations can also use the clarifications contained in the resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated October 12, 2006 No. 53 “On the assessment by arbitration courts of the validity of the receipt of tax benefits by a taxpayer” (hereinafter referred to as the resolution). After all, with a decrease in income by the amount of expenses expressed in the payment of the agreed remuneration to the managing entity, we are talking about a tax benefit.

It follows from paragraphs 3 and 4 of the resolution that a tax benefit may be recognized as unjustified, in particular, in cases where:

For taxation purposes, transactions are taken into account that are not in accordance with their actual economic meaning, or transactions are taken into account that are not due to reasonable economic or other reasons (business purposes);

The specified benefit is received out of connection with the implementation of real entrepreneurial or other economic activity.

Paragraph 4 of the ruling also states that the following should be taken into account. The possibility of achieving the same economic result with a lower tax benefit received by the taxpayer by performing other transactions provided for or not prohibited by law is not a basis for recognizing such benefit as unreasonable.

Paragraph 6 of the resolution contains a list of circumstances that by themselves cannot serve as a basis for recognizing a tax benefit as unreasonable. Among such circumstances is the interdependence of the participants in the transactions. In this regard, let us return to the last of the discussed cases. From the content of the judicial act, it can be assumed that the management company and the company that concluded the relevant agreement with it could be interdependent persons. This assumption is based on the coincidence of individual elements of the names of these legal entities. At the same time, we note that the judicial act does not mention the identified interdependence of the participants in the transaction. It is possible that the tax authority and the courts deliberately ignored this circumstance. And that's why.

The inspectorate's claims were directed at the price of the contract, which, in the opinion of the tax authority, was unreasonably increased. And now let's remember the sub. 3 p. 2 art. 40 of the Tax Code of the Russian Federation, from which it follows that when a transaction is concluded by related parties, the inspection has the right to verify the correctness of the prices applied by the parties to this transaction. If this circumstance was recorded by the tax authority, he should, following the instructions of paragraph 3 of Art. 40 of the Tax Code of the Russian Federation, determine the market price of identical (homogeneous) services for managing an organization. Earlier, we drew attention to the complexity of such a procedure, taking into account the specifics specified service. Therefore, the inspectorate could close its eyes to the fact of interdependence, preferring more easy way application of sanctions.

Organization management is a continuous work on a comprehensive impact on the functioning of the organization as a whole, as well as on each of its employees individually in order to achieve all the goals. The management process involves the use of all possible resources of the organization, as well as the full coordination and consistency of management actions to obtain the necessary results of the organization's activities.

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The goals of managing an organization are to maximize profitability, increase the level of operational efficiency in all areas, solve organizational issues each structural element.

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