This talk is about tax optimization tools and the principles of separation of functional units in a group of companies.

It is extremely important to understand: the set of tax optimization tools is finite. Moreover, not only we or you know about them, but also the tax authority. Therefore, in all cases when you are trying to “make something out”, the tax authority is well aware of this.

Yes, sometimes the legislator gives us presents - introduces legislative changes about some forms of legal entities or ways of doing business, and suddenly there are opportunities for additional ways of tax optimization. But in general, the number of tools is of course, and no miracle will happen now.

You and I have no task to create a situation in which, in the case of using tax optimization tools, the regulatory authorities will not have questions for you. Our task is to create a situation in which you will have the right answers.

To begin with, remember: tax optimization may not be the only goal of business transformation, but only a side effect. In addition, only taxes on income can be optimized. In terms of social contributions and indirect taxes - you can only keep abreast and be no better and no worse than others.

Since legal tax optimization is possible within the framework of isolating functional units and building a group of companies, I would like to emphasize that the Higher Arbitration Court has unequivocally and repeatedly stated that the separation of different types of activities (for example, production and marketing) does not indicate an unreasonable tax benefit (even if it interdependent companies), but, on the contrary, corresponds to economic practice.

We will consider optimization tools by the example of functional units in a group of companies that is engaged in production. This is very convenient, since manufacturing companies have the most complex business processes, require more auxiliary functions. Thus, what works with production workers is in demand by everyone else, but in the opposite direction, this rule does not work.

Production function

Why can we isolate production activities without tax consequences?

First of all, organization is people. The mentality of manufacturers is significantly different from all other employees. This is a stable link with developed competencies, and it is impossible to deal with them anyhow. We have some customers celebrate the corporate New Year twice: once - with the manufacturers, the second - with everyone else, because everyone together, and even with alcohol, can not sit at the same table. Either the employees themselves do not want, or it will end badly.

The second - we need to ask permission for everything. Production activities are tied to all kinds of tolerances, licensing, etc. I will give a real example: the company found a good investor not only with money, but also with modern technology. For two years, the guys traveled around the country in search of a site for their production. Decrepit plants of the same industry can work on old technical regulations, but they did not give our permits. In every small town, when trying to discover something and coordinate with someone, a conditional elderly Vasya appears for whom to put his squiggle is the last chance to earn money: “And there is nobody else to put a squiggle - I'm alone! Go to the neighboring region. "

I am shocked by what numbers are called. Therefore, from a business point of view, licensing of production activities is an asset. And it must be carefully protected.

The function of "sales" (intermediate and final) and "supply"

In marketing, usually no assets are involved. A sales company is mobile and can conduct more risky activities. And salespeople most often on the drum, where to work, the main thing is to earn money. The exception is companies with long contracts (with retail chains, state contracts), for the conclusion of which reputation is important. Then this is also an asset, and then risky activity can be transferred to a single place - procurement.

The presence or absence of the purchase function in sales is a separate issue, which is associated not only with the redistribution of risks in the group of companies. Again, on the example of production workers. The task of marketing may simply be to sell what we can produce. Or vice versa: marketing determines what it can and wants to sell, and then production must produce it. Who is the main one - production or marketing - affects the possibilities and methods of isolating production. Which in turn will also lead to the solution of the procurement issue: who will it be under? Under the commerce? Under the manufacturers? Or on its own?

Therefore, in each situation, you have to make a choice: within which set of legal entities our trinity will exist: sales - production - purchase.

Remember that we are not responsible for the counterparties of our counterparties, therefore, if the supply company is really working, and not shelf, it can act as a buffer in reducing 

tax risks at the entrance to a group of companies. But this is not always possible from the point of view of the management system, as There are also accountants, lawyers and support staff who do not fit into the logic of ordinary business processes. It is necessary to understand to whom and on what conditions in the group of companies they will be needed, and how and who can be isolated.

Asset Keeper (HA) and Warehouse

I want to protect the asset keeper and separate it from operating activities - with this, it would seem, everything is clear. However, there are exceptions. For example, some categories of assets (in particular, a warehouse) are not so easy to separate. In the sense that you separate it, but it will not be easy to use and get additional profitability, since it will be very simple for the regulatory authorities to find an object for price comparison.

I note that we can use the warehouse in three ways: under a lease, storage agreement or under a comprehensive warehouse services agreement, when some entrepreneurial functions are transferred to the warehouse.

A comprehensive contract for the provision of warehouse services allows you to kill several birds with one stone, with minimal risk. It is between the marketing company and the warehouse owner. The complexity of the contract is manifested in the fact that it contains elements of various contractual designs, depending on the needs of the wholesaler. This may include provisions regarding the organization and procedure for storing goods, and norms governing the logistic component of the relationship between the parties (order picking, speed of loading and unloading, drawing up routes to optimize the delivery process, repackaging, and even tracking storage periods).

In addition, the owner of the warehouse, as the contractor for the provision of warehouse services, may be assigned the responsibility of organizing warehouse accounting and accounting for the movement of goods, including means of automation, and other “non-standard” duties. The more detailed the contract for the provision of warehouse services will be, the more grounds for establishing the price of the contract necessary for the owners, based on the specific situation.

At the same time, the cost of services determined by the parties will correspond to the concept of a business goal, and it will be extremely difficult for tax authorities to prove its economic groundlessness under such an agreement.

Function "Transport and Logistics"

If we are talking about our own units of transport, this seems to be an asset, so it should belong to a person acting as a custodian of assets. But on the other hand, it is also a source of increased danger - its owner is responsible without fault. You can “drive off” in the only case - when it will be proved that the victim himself rushed under the wheels. In all other cases, you will answer in civil law. And in general, a car is a very rapidly aging asset. Therefore, we separately understand who will be the custodian of vehicles.

We met repeatedly that the transport "hangs" directly on the owner, as on an individual entrepreneur. I wouldn’t do that - what did your proprietor do?

It can “stick” for life in case of harm to third parties. Therefore, it is better if the owner of the vehicle is a legal entity, not an individual. At the same time, if not completely excluded, then such risks can be minimized by transferring the transport to another person (in principle, the custodian of assets should not perform operational functions outside, this is his role).

The function of "design" and "development"

Everything that is created by the brains of people at the entrance does not have a value added tax deductible. Therefore, if the creation of all this intangible is elevated above the main business processes and packaged in a separate legal shell, then this has two consequences. On the one hand, we do not gain anything, but we do not lose in terms of VAT (a neutral consequence). On the other hand, we have a chance to get a low-tax entity (potential profit center of a group of companies) and a custodian of intangible assets under the control of the beneficiary. Unlike tangible assets, it is very difficult to calculate how much it costs and how much you can use, not only for you, but also for regulatory authorities. In addition, intangible assets are a violet element of a business, which means ownership control. Therefore, we most often try to separate design and development from operational activities. Another thing is whether it will be an independent or combined (management company) entity. There may be many options.

When choosing tax optimization tools, the primary reason is the real business processes in the company. Tools for tax optimization should be "attached", go from the essence and characteristics of relations. We can make 50 entities out of your business, but then all this somehow needs to be managed (the principle of laconic structure).