Structuring a business is usually associated with an increase in the number of companies in a group. There are many reasons for this. There are even more solutions to isolate certain functions into separate entities. But today we will not split up, but enlarge the business. Simplify the structure of the company.

As practice has shown, there is no less motive to reduce the number of companies in a group than to multiply it. Especially against the background of tax control, which is actively opposing the artificial fragmentation of the business. We will begin with tax incentives to simplify the legal structure of companies.

1. No more face-to-face companies needed
For example, in the wholesale business there are several Trading houses, the turnover of each of which did not exceed 2 billion rubles, so as not to be separately registered as the largest taxpayer.
Since 2018, the criteria for recognizing taxpayers as the largest have changed, raising the revenue threshold to 10 billion rubles. Therefore, for some medium-sized companies, the previous restriction ceased to be relevant.

In addition, the incorrect integration of several sales companies into the business often leads to a doubling of revenue, internal resales, manipulation of taxes of the current period (where - how much to pay), hanging debts, cross-employment of employees.

Simplification of the business structure seems to the owner and CFO as an obvious task.

2. In the current scope of business, business is within the limits for special tax regimes for one company
Example.
The company sells goods to individuals, no VAT is required, which means that the application of a simplified tax regime is a priority.

First, one company was created, then another. Indeed, with the simplified tax system, the revenue limit is strictly limited ... However, when the companies were created, this limit was 20 million, then 60, then 79. And now - 150. Moreover, against the background of the crisis, the business slowed down. And one legal entity is enough, however, several companies are historically supported. Let's disaggregate.

Another example.
A few years ago, it was decided to formalize the production base as the property of the “Custodian of Assets” using the simplified tax system. Among other things, according to the plan of the entrepreneur, this could help to avoid property tax. However, the notorious STS limits also apply to the value of fixed assets. Now it is 150 million rubles, and until 2017 - 100 million. Therefore, not one “Asset Keeper” was created, but four. And so it is to this day, although the property is constantly depreciated.

In other words: the limits were raised, and the residual value of the property was already close to zero. And four companies are becoming redundant, despite the fact that there are no risks of accusations of artificial fragmentation. Simplifying the ownership structure of assets seems to suggest itself.

3. Or vice versa: the business grew during the time of tax permissiveness and tried to fit into the limits for special tax regimes
One company, second, third ... Until 10, everything was fine. At the twentieth company, the owner realized that he was losing the feeling of control over the business. The owner wants to be able to look around his "empire." And it is desirable with all the fundamental features: profit generation points, the ratio of assets and payables to banks and suppliers, growth prospects, etc.

He wants but cannot. And then there are banks with a constant demand to submit consolidated financial statements for loan approval. Next up are the tax authorities, who insist on “splitting up”. “Let's simplify the structure of my business” - this is what the chief accountant or financial director will hear from the owner.

4. Legislative changes, restrictions on the applicable tax system for specific activities
Of the latter: a bill banning UTII for organizations involved in the sale of goods subject to mandatory labeling, for example, clothing and shoes. Bill No. 720839-7 If it is adopted, a huge number of representatives of medium-sized trading companies will be forced to enlarge their business.

5. I want to work, pay taxes and sleep peacefully
In any case, only the business owner can make the final decision on the shell of the business, focusing on:

intuition;
assessment of the current situation and development prospects;
the presence / absence of other businesses, the translation of risks for which we would like to minimize;
the desired amount of recoverable profit.
Considering the significantly increased number of appeals on similar issues, we add from ourselves - “slow down, take your time”. Indeed, when designing the structure of a group of companies in its current form, several factors were taken into account at once. And if one of them has lost relevance, you need to check the rest. And often they are not related to tax optimization:

1. Business security

The threat of raider seizure is not today something ephemeral. On the contrary, in many sectors consolidation is taking place with an unfriendly takeover. Small companies either go broke under pressure, or, with the reasonableness of the owner, merge with large players. We will not say that all cases are the result of exclusively external influence, there are many examples and illiterate business. Nevertheless, the cases when “there is an offer that cannot be refused” are gaining momentum.

The larger the company, the more interesting it is for an unfriendly takeover.

And the more complex and confusing the structure of a business, the more difficult it is to get information about true profitability. It’s harder to find the end of the corporate tangle rope. And to block activity in one step is no longer possible.

2. Risk diversification

The presentation of unreasonable civil law requirements, a barrage of verification measures rarely overtakes all the companies of the group at once.

For example, checking the fire safety of the “Asset Keeper” does not threaten to block the account to the “Trading House”, and the debt to the supplier at the Purchasing Department does not automatically threaten the sales company.

3. The ability to assign areas of responsibility to specific managers within the group of companies

Having personal responsibility is of the utmost importance. Believe me, we have seen this more than a dozen times. The head of the logistics company and the head of the logistics department are not at all the same thing.

Often we hear: the director of this company is actually responsible only for sales, but does not apply to the production process. How can he be responsible for it? Can not. That is why the creation of a group of companies on a functional basis remains relevant.

4. The conditions for obtaining contracts mainly through tenders, participation in state. contracts

In this case, the company's reputation, experience in similar projects is very important. On the other hand, it is possible to get to the “register of unscrupulous suppliers” elementarily by chance or due to independent circumstances in which no one will understand. Why not create an additional airfield?

5. The presence of different partners

For example, to develop business in a promising region, a new partner has been attracted who does not have the right to share profits from other regions.

6. Past business history

Suppose you carefully examined "information on charges of artificially fragmenting a business." And you found yourself 12 signs of 20. Even if you made a decision on January 1 of a conditional new year to start a business from scratch, abandoning the N-th number of companies on the STS and UTII, the past story remains. And the tax authority rejoices twice: for the future, the “united” company claims to be the taxpayer, controlled first and foremost, and claims can be presented for past periods. After all, by the very fact of combining the business, he confirmed that he had previously used “artificial crushing” schemes.

In this regard, even in the matter of business consolidation, one can’t do without thoroughly probing the sequence of steps, working out the business goal, taking into account the actual circumstances and characteristics of the operating activity. And, of course, do not forget about the use of tax-free asset transfer tools so as not to pay taxes, putting everything in one basket.