Obviously, the owner does not create a business in order to pay or not pay taxes. Although tax officials quite seriously have a different opinion. In addition to all the issues that we have already discussed in previous issues, the business owner is full of routine things that you need to think about in parallel. And among them are management risks and asset protection.

According to statistics, corporate disputes over the past seven years have grown by almost 20% annually. The bulk (more than 70%) is provided precisely by small and medium-sized businesses. Just because many do not know how to negotiate.

In the customs of business, at best, discuss the conditions for “entering the topic” - they clapped hands, washed, and then the war will show the plan. But it rarely comes to a systematic definition of the terms of reference, fixing areas of responsibility, leaving the business, discussing issues of inheritance of shares, etc. Often we see conflicts smoldering over the years. And when it comes to the spark, instigators will certainly appear to decide everything through the courts - lawyers and lawyers who make money on it.

But do not forget: the conflict between partners in shares of 50/50 does not have judicial protection (the court will offer you either to liquidate the business, or to redeem a share from each other), this time. And secondly, the judicial outcome of the conflict in 35% of cases is bankruptcy.

What accents can be highlighted in terms of managerial risks?

The first is the transfer of the owner to the strategic level - “access to the astral plane”, as we call it. Sooner or later, for various reasons, the owner wants to withdraw from operational management. Someone prefer reading books, fishing fish or moving to the seas.

Following the desire to go astral, there follows the desire to decentralize the business while maintaining ownership control. But if you move away from operational management, you need to decide who will deal with it in your place. And for some strange reason, this person will rip his shirt off as eagerly as you.

The second is business transparency and manageability. First you need to understand what your business is. As practice shows, the owners of their business reliably represent 70-80%, everything else is desirable, which is given out as valid. Which, in principle, is the norm.

But you usually look at your brainchild in the moment. And he has a past and a future, and key employees are changing. And if, for example, a business behaves aggressively from the point of view of tax optimization, then at least there is a fake workflow, which, due to the situational approach and changing responsible persons, gradually merges with the real one.

Yes, so that after some time it is no longer possible to understand where fiction is and where is reality. And in this troubled water, middle-level management breeds your fish at your expense.

The third point - the more we try to protect ourselves and catch the effect of tax optimization, the more you have a desire to resort to a multiplicity of subjects. Of course, you can “cut” the business into several dozen companies, but then you will need to manage all this!

Let me give you an almost anecdotal case from the time when there was a single social tax and the Simplists had a reduced rate. One auditor complained to me: “I don’t eat, I don’t sleep, I think about clients, but they want to turn my head off!” A client turned to him with the question: is it really possible to get an additional tax effect by splitting the business into small companies? What question, this is the answer - the auditor replied that this is possible.

It turned out that this was a production company of 800 people, it was divided into eight - according to the alphabetical list of employees. Joking as a joke, but after a tax audit and significant additional charges, the owner came for a real showdown with the auditor.

In fact, this is a real problem - to decide who will be the founders and leaders of the newly formed companies. Indeed, on the one hand, the owner intuitively wants to ensure legal control through his participation in all companies (especially with assets), and on the other, the theme of “interdependence” hangs like a sword of Damocles (sometimes unreasonably). With a plurality of subjects and a rating of leaders, you often cease to own a situation.

Fourth - entry and exit from the business and reallocation of roles. This story is rooted in particular corporate regulation. As a rule, owners cannot agree on anything, and you need to scratch your right ear with your left hand, looking for workarounds.

Look at first for the charters of your companies — they are written the hell knows how. You either downloaded them from the Internet, or ordered a law firm to compile them, which downloaded them from the Internet.

Pay attention to the general decision-making procedure, where the need for notification of a general meeting for the month is described! You have never had this! Or, conditionally, you have three partners, and you spend six months abroad - he opens the chakras in Tibet, where he does not catch mobile communications. And the lawyers wrote to you in the charter: making decisions 100% of the vote! 

And, as our customers say, slippers have come to your sofa.

With the exit from the business the same thing - you have spelled out the standard provisions. But such an order does not imply as a result the business is operational after the partition, and when you leave the organization even one partner, you will lose your company. In 70% of cases, they go out of business because of grievances or quarrels, and not for rational reasons. Add to this mortality - the unexpected death of one of the partners leads to the fact that the heirs are trying to get the real value of the share in the order that is described in your charter. And that means only one thing - the end of your business. To prevent this from happening, you must agree on something else while you are still friendly.

Fifth - the guarantees of the heirs. Whether you want it or not, the law has the concept of an obligatory share of inheritance, which can come back to your business. And lead to such interesting situations when children sell factories to boo, buying an apartment, or evict dad from his cottage.

On the other hand, sometimes inheritance to close relatives is contrary to the interests of the business itself. And so the founder (and part-time father) reluctantly is ready to go the other way, transferring the business to a more competent person and guaranteeing the family, for example, passive participation in income in a reduced share. However, the required share of inheritance may get in the way. Especially when it comes to children, because the spouse of the founder may not agree with his decision. And this problem is raised to a power multiple of the number of partners. Therefore, we should also keep this issue in mind when designing a business.

Life proves that the issues of formal legal consolidation of the ownership right of the real business owner (direct ownership or participation in the company-owner of the property) should be decided in advance.

The main reason is the lack of insurance against divorce, quarrels with business partners, conflicts with children, mother-in-law, mother-in-law and other close and distant relatives, on which companies are often registered and property is acquired. Therefore, having examined property risks in the next series of projects, we will move on to the instruments for regulating relations between owners and ensuring managerial security.