Risks of the business owner. Organization and conduct of business. How to avoid the subsidiary liability of the business owner. Rules of doing business.
Responsibility of the owner of the company may arise in the event of non-payment of wages, taxes and fees, late payments (or lack of payments) under credit and loan agreements, as well as in the presence of arrears under other agreements related to the conduct of the company: supply, lease (in including vehicles), transportation, various types of services, agreements in the field of intellectual property and foreign trade and many other agreements.
Responsibility is expressed, first of all, in the obligation to pay cash. However, administrative or criminal liability may also occur.
The amount of liability depends on the turnover of the business, the actions of the business owner, as well as the actions of contractors and government bodies. The amounts that the owner is obliged to pay, in some cases lead to personal bankruptcy of the owner, and then the court decides which of the cabinets in the apartment belongs to premium goods and is to be sold at auction, and which cabinet the fined businessman can continue to use . As a rule, from the point of view of the court and the cost of household items of a businessman, almost all of his property is premium property.
Thus, it is necessary to conduct business of the company, protecting its interests and in such a way as not to incur any of the statutory responsibilities, and especially subsidiary, when its owner is responsible for the debts of the company.
Next, we will consider ways to protect the LLC owner from liability.
Fair Business
At the same time, a legally defined obligation can also be a way of protecting the interests of the owner: when following the letter of the law, the entrepreneur fulfills all obligations to the state, business co-owners, employees, and contractors. Consequently, all taxes and fees are paid, contracts are signed, paid and stored for a long time, the businessman is at the general meeting of participants, makes decisions solely in the interests of the company he created.
Such an owner is open to dialogue with the state and with business, as well as with employees to whom he fulfills all the obligations defined by law. Such an employer, perhaps, does a little more than just paying salaries to his employees: introduces bonus systems and other monetary incentives, acquires holiday gifts, gym memberships and the like. May introduce VHI in the company.
Due diligence
Another obligation, which is a way of protection: observing the law and conducting checks of contractors and employees applying for high positions, the businessman protects the company from unscrupulous competitors and the same employees.
The company must have internal documentation on the verification of contractors, the procedure for agreeing, signing, executing and storing contracts, as well as the procedure for recruiting personnel, including extended (up to the deadline established by the Labor Code of the Russian Federation) trial periods, liability. Other protective measures may be taken.
In the same method of protection, it is worth mentioning the mandatory ranking of employees' access to electronic systems and programs for submitting reports in electronic form, for maintaining accounting, contract, warehouse and personnel records, as well as access to electronic archives of the company, regardless of its location: server or cloud.
The above applies to paperwork: paperwork should not be available to all employees.
Reasonable business risk
As defined in the law, entrepreneurial activity is carried out at the risk of its owner, but at the same time, the owner, concluding medium-price transactions, and even more so large transactions for his business, must understand what is the degree of risk of the transaction that he concludes.
And if the degree of risk is high enough and there is no good reason for such a transaction, then it is better to refuse to conclude it. In the future, documentation on pre-negotiation discussions and confirmation of the non-conclusion of the transaction can be a plus to the evidence of good business practices in the company and the lack of grounds for holding the business owner accountable.
Good work of personnel officer, financier, lawyer, accountant and other employees
The company must have documents that regulate the work of the company: how financiers consider the profitability of the transaction, a list of persons involved in negotiating agreements, rules for checking counterparties - all this and much more should not only be in the form “we have accepted it”, but also drawn up officially and enacted by order. All employees should be familiar with such a document and with the order on its introduction.
Such documentation allows you to apply disciplinary sanctions to employees and serve as evidence of the innocence of the business owner in one or another of his troubles. In addition, a clear structuring of divisions within the company and the distribution of responsibility, down to the smallest detail, is extremely useful for the economic activity itself.
And, of course, the built-in protection against raiding, the protection of company assets from operational risks, including those prescribed in the document, and not only actually implemented.
Hidden Business Ownership
There are several options for such ownership. Sometimes company owners resort to this method of doing business due to increased competition in the market and for other reasons.
Types of hidden business ownership:
- Use of opportunities of foreign jurisdictions (including offshore), but within the framework permitted by law;
- Cross-ownership: two companies own each other;
- Conclusion of a corporate agreement, which distributes responsibilities for the management of the company.
The key points of protecting the owner from liability are described above, but it is necessary to understand that structuring the business as a whole, its assets and introducing measures to control the conduct of business are deeply individual, while developing and implementing management and documentation systems, adaptation of protection methods to each specific company is necessary.
April 1, 2019
Elena Mironova
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