Please clarify if one person can hold a management position (Director and CEO) in several commercial and non-profit organizations. Thank you!

The norms of the current legislation do not limit the number of part-time jobs. However, by virtue of paragraph 1 of Art. 276 of the Labor Code of the Russian Federation, the head of an organization has the right to work as an external part-time job only with the permission of the authorized body or the owner of the property of this organization.

In addition, there is a risk that the tax office will consider the participation of the same person as a leader in a large number various organizations as a sign of a one-day firm.

The rationale for this position is given below in the materials of the System Glavbukh.

The legislation does not limit the number of part-time jobs. That is, the employee is allowed to conclude employment contracts with any number of organizations. * This is stated in part 2 of article 282 Labor Code RF.

Situation: whether the employee is required to present a work permit for external part-time work from the main place of work*

By general rule, is not obliged to.

For example, the head of an organization has the right to work as an external part-time job only with the permission of the authorized body or the owner of the property of this organization (with the permission of the board of directors, supervisory board, etc.). Such a requirement contains part 1 of article 276 of the Labor Code of the Russian Federation. *

Athletes and coaches also have the right to work part-time for another employer as an athlete or coach only with the permission of the employer at their main place of work (part 1 of article 348.7 of the Labor Code of the Russian Federation).

During temporary transfer to another employer, the athlete must obtain a permit to work part-time both from the original employer and from the employer at the temporary place of work ().

All other employees have the right to work on an external part-time job without permission from the main place of work.

Nina Kovyazina, Deputy Director

Department of Education and Human Resources of the Ministry of Health of Russia

2. Article: The company is not responsible for counterparties with "mass" directors

In 2009, the Moscow tax authorities, checking one company, identified two problem counterparties. One of them presented the latest financial statements for 2007. Yes, and from it it followed that the balance came significantly less goods than they were selling. Another counterparty, in the opinion of the tax authorities, has three signs of a “one-day business”: a “mass” leader, founder and applicant.* The inspectors interviewed two people who were listed as the heads of these companies. According to both of them, they have never been employees of these organizations and have not signed any documents.

Formal signs.

Interdependence is regulated by paragraph 1 of Article 105.1 of the Tax Code of the Russian Federation. Formally, dependent persons are:

companies if one of them owns more than 25 percent of the other;
individual and a firm, if an individual is the owner of this firm and owns more than 25 percent in it;
companies if they have one founder and he owns more than 25 percent of these companies;
the company and the person who can appoint the directors of that company;
firms whose heads are appointed by the same person;
company and the head of this company;
organizations with the same leader;
a chain of companies and individuals in the event that each of them owns more than half of the other;
individuals, if they are subordinate to each other;
an individual and his immediate family (children, parents, spouses, etc.).

Informal signs of interdependence.

However, along with the formal tax authorities often look at the following signs:

there are family relations between the managers and owners of companies;
the same location (registration);
companies were recently registered with the IFTS;
email addresses match (including IP);
one bank is used for settlements;
unified accounting;
employees work in both affiliated firms;
related companies do not have personnel or assets to conduct business separately;
affiliated company applies special mode taxation (simplified tax regime, single tax imputed income, unified agricultural tax);
the company is physically unable to carry out the transaction, given the volume of goods, the time of the transaction or the place;
violation by the related company of tax legislation in previous periods;
one-time nature of operations;
involvement of intermediaries for transactions.

Informal signs of affiliation of persons separately do not prove their connection and the dishonesty of the participants in the transaction (however, they serve as a “beacon” for inspectors.

It is also worth noting that the connection legal entities does not prove illegality of transactions. Inspection authorities need to prove that the illegal tax benefit was obtained precisely as a result of the related companies.

What conditions will help not to turn interdependence into a tax offense?

When finding facts of bad faith of the audited, the tax inspectorate and the courts used to be guided by the decision of the Plenum of the Supreme Arbitration Court of the Russian Federation dated October 12, 2006 N 53. It explained the terms "tax benefit" and "unreasonable tax benefit".

Effective August 2017 new law, which made changes to the Tax Code of the Russian Federation. This law describes these concepts in detail. The basis for the amendments was Decree N 53.

Now, in order to legally reduce taxes, a company must fulfill certain conditions:

in preparing reports and maintaining accounting and tax accounting the company must not deliberately enter false information about the transactions performed;
transactions performed by the organization are not carried out for the purpose of tax evasion;
all obligations arising from the terms of the contract and operations have been fulfilled.

The fulfillment of all these conditions will protect the person being checked from questions tax office, even:

the documents were signed by the wrong official;

the counterparty of the taxpayer violated the provisions of the Tax Code of the Russian Federation;
it was possible to make another, legal transaction with a similar economic effect.

How does the tax justify the interdependence of persons

Companies have a common address

Finding companies at the same address can be caused by various reasons:

close acquaintance of contractors, long-term and productive joint work. The main thing is that neighboring companies should not have common owners, directors or staff. Also, their address was not the address where many companies are registered. After all, such an address in itself carries significant tax risks.

Doing accounting transferred to one organization.

Transferring accounting to outsourcers is a common situation in modern time. It is beneficial with economic point vision, and also improves the quality of accounting. Therefore, the fact that interdependent persons have a single accounting department does not indicate bad faith of counterparties.

But if Chief Accountant there will be one in two firms, then here the interdependence is easier to prove and the extremely close affiliation of organizations is obvious.

Managers or owners own common property.

In a competitive environment, the interests of businessmen intersect. Therefore, the fact that they have joint property still does not say anything.

The organization owns more than 25 percent in another.

In the contract, the counterparties indicated conditions that are unusual for contracts of this type. So sanctions for non-compliance with the terms of the contract were considered as a percentage per annum. These terms are usually used for loan agreements where the payment of interest is the main objective.

Also, the sanctions are disproportionate to the obligations under the treaty. This resulted in the purchaser including large amounts of penalty in the costs. And the court changed the supply agreement into a loan agreement. The judge substantiated this decision by the connectedness of the parties. After all, the main supplier of the buyer was the foreign owner of this organization.

Relationships between company leaders.

Upon delivery, the organization underestimated the cost of the supplied goods. The inspectors recalculated the cost according to market value and additional taxes were charged, since the wife was the head of the seller organization.

However, there are also opposite arbitrage decisions about interdependence. This is how companies whose leaders were married did not become interdependent. The court considered that the tax authorities could not prove that the receipt of an unjustified tax benefit was caused by the interdependence of persons (the heads of both companies are spouses).

Shortly before bankruptcy, the head of the company created a similar firm.

At the same time, he transferred employees there and transferred contracts with buyers and suppliers that were concluded with a bankrupt organization. The new company used the corporate website and conducted activities similar to the old one. Ultimately, the court found that new company established to evade taxes from the original company and decided to collect the debt of the old company from the newly created organization.

IN modern conditions the topic of interdependence will repeatedly appear in court decisions and disputes with the tax authorities. The Federal Tax Service of Russia regularly analyzes judicial practice and issues letters of recommendation for inspections. And companies need to be aware of the signs of interdependence. Amendments made to the Tax Code to clarify the concept of "unreasonable tax benefit" and eliminate subjectivity.

Alexander Makarov

The topic of organizing the work of subordinates is so extensive and serious that it is worth starting in detail.

And you need to start with the question “why do you need to organize work at all?”.

The question is by no means idle - after all, in most companies there is only an organized mess, results are achieved through a "feat", however, salaries are paid, as a rule, regularly. This means that such an attitude to the organization of labor and sales also has a right to exist.

So, on the one hand, there is time spent on ordering, on the other - manual control in the darning mode, remembering that "where it is thin, it is torn there."

We remember that any managerial function should be purely applied, prosaic. And the organization will be of value only when, once organized, it will not have to be reorganized.

Ideally, we want no direct control over repetitive situations, operations, and procedures. To provide this is the goal of the second managerial function.

In contrast to this goal, the goal of “doing everything in time / complete / ship” is a highly specialized task, so as not to kick the place below the waist and is not a managerial function?

On the noble path of performing the functions of the organization, the leader faces many obstacles.

The main ones are related to the fact that he does not understand how the Head differs from the Executor and therefore prefers to do their own work for the executors.

For example, most leaders believe they are different from executives.

their place on the career ladder (although in relation to their leaders they look the same);
the measure of responsibility (although the measure of responsibility is directly correlated with compensation for it - you answer for more, and they pay more);
the fact that they set tasks and give instructions (although any qualified performer does the same thing - to subcontractors and colleagues).

But then what?

The leader differs from the performer in two fundamental ways:

his main tool is not personal time or knowledge, but the time and qualifications of other people (employees).
The leader is the one who creates certainty for his subordinates in the broadest sense of the word.

On the way of this “phase” transition from the state of “I was appointed a leader” and “I am a leader”, a number of beliefs and stereotypes change / break down, some of which we will share below:

Belief that I can do everything without using the time of subordinates

For some, this belief disappears after the 2nd or 3rd rush job, when you yourself sit until 9 pm, and employees leave work at 18:00. In more thick-skinned - after the appearance of an eye tick or (beware of you, beware!) stomach ulcers. You are the most experienced, but for solving problems it is unproductive to smear yourself with a thin layer on a plate in an attempt to solve / manage / check everything. Success is in concentration and in using other people's time as a resource.

Belief that employees can read minds

Many managers prefer to accumulate thoughts (as a rule, not "spiritual") about the quality of work and the attitude of employees towards it in the depths of their vulnerable soul. They hoard and hoard. The employee, seeing for his part an even, albeit somewhat irritated attitude, believes that the leader ... Yes, you never know what the leader can have! Since there are no direct complaints, then everything is fine, but a difficult facial expression is a personal matter of the boss. Therefore, a sudden emotional outburst (“accumulated!”) Is a complete surprise for the screwed up subordinate. In addition, he "receives in full", since he acts as a lightning rod.

Moral: take a closer look - if the green antennas do not stick out at the top of the head of the subordinates, then they have not yet learned how to read minds. Express your dissatisfaction (and “pleasure”) directly and unambiguously to the point, and not later.

Knows as much as I do about the assigned tasks and in general

Consequence: you can tell him “take care of this issue and report back to me on the results” and everything will be in at its best?.. Ah, if only, oh, if only - there would be no life, but a song (do you remember the cartoon "Flying Ship"? :)).

An example of this: educated Europeans are afraid to drive in Russia, not because our roads are bad, but because there are no markings on them in principle.

Belief that the explanation works the first time

Between misunderstanding and understanding, perhaps there is a difference in one explanation. But between the explanation, to do it right, and the habit, to do it right, there are several dozen (30-40) repetitions, preferably in your own skin. Man is a being taught, but taught slowly. Who does not believe - check. Do you know what is the maximum speed limit on the roads of our cities? How many times have you paid an overage ticket? At what cruising speed do you continue to drive through the streets in a car after the increase in fines?

Belief that "they" should work as hard as I do and just as enthusiastic about the cause as I do

Employees work for this company for their own reasons, not yours. It’s great if the motives for work and performance for you and those of your subordinates are the same. But more often than not, this is not the case. “Resentment” for this worsens your contact with people and, accordingly, their return. Remember a simple rule: do not try to develop the qualities you need in employees (especially if they do not have them), try to develop strengths subordinate and exploit them according to full program. The rest - let them be at the level of acceptability.

That subordinates can see as much as I do (the size of the slide)

Conduct an experiment: see how far you can see into the distance from the first floor of the house and from the last (for example, the ninth). There is a difference?

When a leader begins to give orders, set tasks, taking for granted what the subordinate imagines behind the three rows of garages and the railway embankment, he almost always dooms himself to shortcomings, clarifications and missed deadlines, because the performer knows about the existence of the first row of garages and we just take them into account.

Belief that these same employees will work forever

A completely irrational feeling, as a rule, passing after the first massive simultaneous (2-4 people) dismissal of those whom he nurtured, nurtured, spoon-fed, and they ...

A leader who has been ill with these stereotypes and beliefs can quite successfully perform his main job - effectively manage his subordinates.

25 Feb 2010 09:17

Often the same person is the sole executive body (director) of several firms. Everyone knows that this is not prohibited by law. However, doubts arise when the contract is signed by the same person on both sides. Is this allowed by law? Are there any restrictions on the conclusion of such transactions?

The legal status of the sole executive body (general director, president and others) of a company with limited liability established by Art. 40 of the LLC Law. So, as a general rule, the general director of an LLC is elected by the general meeting of the company's participants for a period determined by the company's charter, both from among the company's participants and from outside. An agreement (labor) is concluded between the LLC and the general director. On behalf of the company, it is signed by the person who chaired the general meeting of participants at which the director was elected, or specially authorized to do so by decision general meeting participants. The charter of an LLC may vest the authority to elect a director and conclude an agreement with him on the board of directors.

Similarly, the sole executive body of a joint-stock company is elected by the general meeting of shareholders, if the charter of the joint-stock company does not refer this issue to the competence of the board of directors (Article 69 of the JSC Law). The agreement with the general director on behalf of the JSC is signed by the chairman of the board of directors or a person authorized by the board of directors.

One director in two companies

The ban on the performance of the functions of the sole executive body in several business companies at once is not established by law, however, some restrictions are provided.

In particular, according to paragraph 3 of Art. 69 of the JSC Law, the combination of positions in the management bodies of other organizations by a person exercising the functions of the sole executive body of the company (director, general director) and members of the collegial executive body of the company (board, directorate) is allowed only with the consent of the board of directors (supervisory board) of the company. There is no such provision in the LLC Law. However, in Art. 276 of the Labor Code of the Russian Federation contains a rule common to all organizations: the head of an organization can work part-time for another employer only with the permission of the authorized body of the legal entity, or the owner of the property of the organization, or a person (body) authorized by the owner. Thus, it is not out of place in the charter of the LLC and the employment contract with the director to indicate the need for appropriate coordination with the general meeting of the company's participants or the board of directors. This allows you to make paragraph 4 of Art. 40 of the LLC Law.

So, the current director of a business company can conclude employment contract and start performing the duties of the head of another company only with the consent of the authorized body of his first employer.

Interested party transactions

The sole executive body of the company acts on behalf of the company without a power of attorney, including when concluding transactions (clause 1, article 53 of the Civil Code of the Russian Federation). Thus, the situation is not ruled out when the contract will be signed on both sides by the same person. What does the law say about this?

From paragraph 1 of Art. 45 of the LLC Law, it follows that a person exercising the functions of the sole executive body of a company is recognized as interested in the company's transaction if it is itself a party to the transaction, acts in the interests of third parties in their relations with the company, or holds a position in the management bodies of a legal entity that is party to the transaction. Therefore, an agreement between companies that have the same director is recognized as an interested party transaction for these companies. To ensure the legitimacy of this transaction, special rules formulated in Art. 45 of the LLC Law, namely:

The director of the company must bring to the attention of the general meeting of participants in the company information about the legal entities in which he holds a position in the management bodies (in writing);

A transaction in which there is an interest must be approved by a decision of the general meeting of participants in the company, which is adopted by a majority of votes from total number votes of the company's members who are not interested in making such a transaction (the decision to approve the transaction must indicate the person or persons who are parties, beneficiaries in the transaction, the price, the subject of the transaction and its other essential conditions).

In accordance with paragraph 7 of Art. 45 of the LLC Law, if the company has a board of directors, the decision to approve the transactions in question may be referred by the charter to its competence, except in cases where the transaction price exceeds 2% of the value of the company's property according to financial statements for the last reporting period.

A transaction in which there is an interest and which has not been approved by the company's participants may be declared invalid at the suit of the company or its participant (clause 5, article 45 of the LLC Law).

Similar norms are provided for by the JSC Law (Chapter XI). Features of informing about interest in a transaction and making a decision on its approval in joint stock company differ from the rules applicable to an LLC and are determined by the legal form.

Special case: the director is the only member of the company

Situation subject to special regulation - if the head of the organization is sole member(shareholder) of the company.

First of all, according to Art. 273 of the Labor Code of the Russian Federation, the provisions of Ch. 43 of the Labor Code of the Russian Federation, devoted to the peculiarities of labor regulation of the head of the organization. This means that the head is not obliged to seek the consent of the company's management body to work part-time. Moreover, this statement is true not only in a situation where one person is the only member of two organizations.

Thus, a person hired as a director of a business company and not being its sole founder should not ask permission from his employer to create new organization in which it will be the sole member and director. The explanation is simple: if a citizen is both the sole founder and the sole executive body, it is impossible to conclude an employment contract with himself (see Letters of the Ministry of Health and Social Development of Russia dated August 18, 2009 N 22-2-3199, Rostrud dated December 28, 2006 N 2262-6- 1). Consequently, an employment contract with another employer is not concluded, the performance of the functions of a director does not correspond to the concept of part-time work (Article 282 of the Labor Code of the Russian Federation), which means that there is no need to seek consent (Letter of Rostrud dated July 28, 2008 N 1731-6-0).

Note that the requirement of paragraph 3 of Art. 69 of the JSC Law on combining the functions of a director in a JSC and positions in the management bodies of other organizations only with the consent of the board of directors of a JSC is still valid.

Thanks to the reservations in paragraph 6 of Art. 45 of the LLC Law and paragraph 2 of Art. 81 of the JSC Law, companies consisting of one participant and a shareholder, respectively, who simultaneously performs the functions of the sole executive body of the company, are not subject to the provisions on interested party transactions. Thus, two societies, individually created and managed by the same citizen, can freely conclude agreements between themselves. However, if one party to the transaction is a similar company, and the other is a company with several participants, the director of the second company must declare his interest in the transaction and obtain the approval of its participants.

Tax risks

The conclusion of transactions by the same citizen on behalf of two organizations is not a reason for recognizing taxpayers as unscrupulous (Decision of the Moscow Arbitration Court dated July 2, 2008 N A40-18480 / 08-20-35), and the tax benefit received is unreasonable if there are no other signs of bad faith).

Having sufficient grounds to believe that the simultaneous management of two organizations by one person is capable of influencing the results of transactions between them, the court may recognize these organizations as interdependent (clause 2, article 20 of the Tax Code of the Russian Federation). And this will give the inspectors a chance to prove the use of prices that do not correspond to market prices, and recalculate taxes based on market prices (clause 1, clause 2, article 40 of the Tax Code of the Russian Federation).

Antitrust requirements

It should be taken into account that business companies in which the same individual performs the functions of the sole executive body are recognized as a group of persons, which are subject to all prohibitions established by law on actions (inaction) of an economic entity (clause 4 clause 1, clause 2 Article 9 federal law dated July 26, 2006 N 135-FZ "On Protection of Competition").

The current legislation does not limit the number of legal entities that one citizen has the right to establish and which he can manage. The conclusion of transactions at the same time is also completely in the power of this citizen. However, in a situation where a business company has several participants, their rights and interests are protected: they agree to the work of the director of their company in other organizations in combination and can challenge an interested party transaction made without approval. Tax risks consist only in the possible control of prices applied in transactions.

Appointment to a managerial position is not only a pleasant and important event in a career, but also a heavy, responsible burden. In order for the chair to “not sting” in the future, a newly minted boss without experience should master whole line skills to learn how to communicate with subordinates. How to become a leader - communicative and effective? What qualities do you need to develop for this? Who will help with the training? What is the principle of interaction with subordinates?

How to organize the workflow?

The ability to focus the attention of employees on achieving a common goal is one of the key professional qualities leader. As practice shows, subordinates who have an idea of the final result of the activities of the entire team are more motivated and charged with team spirit. It happens that the expected result is greatly delayed in time, which undoubtedly undermines the incentive to work. In this case, instead of a long-term goal, the boss can set a number of intermediate tasks for the employees of the department (enterprise).

Ignoring goal setting is not the only management problem. A common mistake of a manager without experience is the desire to take on some of the functions of subordinates, as well as to control every step of employees. At the same time, an effective manager takes no more than 25% of the time to perform current duties and affairs. Most of his efforts are aimed at organizing the process:

development of the company's strategy;
optimization of the organizational structure;
increasing the professional competence of subordinates.

In a company where the staff is correctly selected and the interaction of personnel is well-established, the manager does not have to be distracted from global tasks: employees cope with the daily routine.

However, control by the boss is still important. Giving orders to subordinates, the leader must monitor the implementation of the assigned tasks. It is also impossible to first give an order, and then, without waiting for the results, cancel it, reorienting the employee to the implementation of another project. In the minds of subordinates, the connection between the goal and the result should be clearly captured. And the point here is not only in motivation, but also in the self-perception of the employee: accumulated unfinished business distracts from current tasks, creates an atmosphere of psychological discomfort. The way out of a situation where workload prevents some employees from concentrating can be the redistribution of work.

How to develop leadership and management skills?

You can become a leader, but never grow professionally. Meanwhile, competition among top-tier workers in the labor market is quite serious. The new generation of managers is more practical, mobile and independent thinking. Naturally, the shape also changes. modern leader. Now it is not enough to be just a boss: you need to combine an organizer, mentor and leader in one person.

What qualities should be developed to truly become a leader?

Administrative and technical skills, the ability to select a team, build relationships with staff and partners.
Be communicative, receptive and critical to new information. Be able to present yourself, find an approach to employees.
To have innovative potential, that is, to think in terms of the future, to see the future, to strive for change and optimize the workflow, to be prepared for risk.
Leadership qualities are a group of psychological properties that help to gain a high status in a team (self-confidence, reliability, consistency, active life position, determination).
Reputational component (honesty, compliance with ethical standards, responsibility). Resilience to stress and frustration.
Strategic thinking is the ability to set goals and objectives, predict the results, consequences of one's own and others' actions.

For the development of managerial skills, it is necessary, first of all, desire. Senior authoritative and experienced leaders can be teachers of the newly minted boss. If there are none in the company, you can turn to representatives of another organization for help. Do not forget about the great power of self-education. Webinars, trainings, seminars, reading developmental literature will help to increase competence.

The following works can be the director's desk books:

Allen David "Getting things in order";
Drucker Peter "The Effective Leader";
Stephen Covey "The Four Rules of an Effective Leader";
Jeffrey Fox "How to Become a Great Leader";
Rysev Nikolai "Technologies of Leadership";
Sutton, Robert, The Art of Being a Good Leader.

Management styles: how to communicate with subordinates

The style of communication between a leader and subordinates largely depends on the nature of the boss and the specifics of the company. If a person who heads a department (enterprise) is convinced that people do not like to work, most of all they want security and do not have ambitions, he manages in an autocratic manner. This model assumes a high degree of centralization of power and control, the use of coercion as an incentive.

A Democrat leader prefers teamwork. Appealing to employees, he takes into account, first of all, their needs for self-expression and belonging. He does not impose his idea on employees, but controls the results of their activities. At democratic style management powers are delegated to the staff as much as possible, respectful relations are built between the boss and subordinates.

Having a tendency to let everything take its course, the leader is likely to choose a liberal model of relationships. With this style, subordinates get absolute freedom, and the boss plays the role of coordinator. A liberal leader is distinguished by courtesy, tolerance, benevolence, readiness to listen to criticism addressed to him and susceptibility to other people's ideas. On the other hand, he lacks perseverance, determination, and exactingness towards his subordinates.

In real life, all three management styles in their pure form are not found. Moreover, in different circumstances, the same leader can behave as an autocrat, a democrat, or a liberal. His communication model can be transformed over time under the influence of the traditions that have developed in the team, as well as internal messages, tasks and requirements assigned to him.

Regardless of which management style the leader chooses, he must be correct and polite with his subordinates. Employees should be allowed to express their (possibly very different) point of view. When one of the staff makes a mistake, the worst thing a manager can do is to publicly humiliate and insult the offender. A good manager will express all the comments to the employee in private, without shouting and swearing. At the same time, being attentive to the feelings of other people does not mean at all tolerating their incompetence, therefore, negligent employees must be parted without delay.