Rules for conducting joint business. Affiliate Agreement Template

Many entrepreneurs start a business with partners who share common goals and visions. However, the initial atmosphere of mutual understanding can later develop into conflict as the business develops. Further discord may lead to more serious consequences, for example attempts raider takeover business by one of the partners. And here all the legal errors made when registering the partnership come to light. What are the common mistakes?

1. The business is registered in the name of authorized persons. Relatives or friends of the partners act as proxies. This usually happens when partners do not want to officially appear as business owners for various reasons. Relatives seem like an absolutely reliable option, but in reality, a sister or nephew can start playing on their own, making decisions that are not in the interests of the beneficiaries.

If a business is registered in the name of friends, then there is a risk of losing business - clients, contracts and assets. Another risk is bringing the owners to criminal liability, since the formation or reorganization of a legal entity through dummies and the provision of tax office information about them (which leads to the entry of false data into the Unified State Register of Legal Entities) is punishable under Part 1 of Art. 173.1 of the Criminal Code.

2. The business is registered in the name of one of the partners or is conducted by him as the general director. Often one of the owners is more energetic, enterprising, and more savvy in running a business than the other. It happens that one of the co-founders does not want to deal with the corporate routine (sign documents, make difficult decisions), he is only interested in making a profit. As a result, the business is legally registered in the name of only one of the partners. When a conflict arises, he initially finds himself in a more advantageous situation. The second owner does not have serious legal leverage over his partner, so the chances of getting the property or money he is owed in court are close to zero.

If one of the partners becomes a general director with unlimited powers, this can also lead to adverse consequences for the second. The production company filed a claim for damages against the former general director. It turned out that he created a parallel business: he took important clients to another company that was engaged in similar activities, where he was also on leadership position. As a result of his illegal activities, the company and his partner suffered damages of 1 billion rubles.

3. Shares in the business are distributed equally between the partners. In this case, if a corporate conflict arises, the company’s activities will be virtually paralyzed, since each partner will block the decisions of the other. This situation is called a deadlock. The co-owner can solve the problem through the court by filing a lawsuit to exclude the other co-owner. But this is not the easiest way out, because the other side files a similar counterclaim. The Supreme Court indicated that in order to exclude a participant from the founders, it is necessary to prove that he grossly violated his duties or interfered with the activities of the company.

4. There is no fixed scheme for the distribution of future profits. This is the most common cause of discord between partners. By general rule net profit is distributed in proportion to the shares of participants in authorized capital, but in practice agreements are different.

How to avoid conflicts?

When creating a JSC or LLC, partners must enter into an agreement on the establishment of a company. It should regulate the activities of the founders. This is not a founding document, but an agreement on joint activities. In the agreement on the establishment of a company, partners can provide for certain conditions that exclude conflicts, for example, at the initial stage. It may contain provisions on the liability of the founders (forfeits, fines, penalties) in case of non-payment of a share in the authorized capital; the procedure for distributing costs associated with creating a company; procedure for resolving any disagreements that may arise during the process of establishing a company.

Partners can sign a corporate agreement (on the exercise of the rights of LLC participants or a shareholders agreement for a JSC). In it, the parties undertake to exercise their rights in a certain way or even refuse to exercise them. For example, voting a certain way on general meeting participants; acquire or sell shares (shares) at a certain price or upon the occurrence of certain circumstances; refrain from selling shares (shares) until a certain point, etc.

A corporate agreement is especially useful when both partners have an equal number of shares (shares). It can provide various options development of the conflict and model ways to resolve it, as well as establish the responsibility of each party for violating the adopted provisions.

If the partners are individual entrepreneurs, then they can enter into an agreement simple partnership. In it, they undertake to pool their contributions and work together to make a profit. In this case, a legal entity is not formed. The contribution according to the law can be anything: money, property, professional and other knowledge, skills, abilities, business reputation, business connections. However, the contract must indicate the value of the deposits; ownership of contributed property and received income; procedure for using common property; responsibilities of partners for the maintenance of common property and related reimbursement of expenses; procedure for conducting general affairs; procedure for covering expenses and losses.

The advantage of a simple partnership is that its participants can choose convenient rules for joint activities. The downside is the impossibility of applying a preferential tax regime to it - a single tax on imputed income.

Currently, joint activities of individual entrepreneurs are becoming increasingly common. Such cooperation has its own characteristics, which relate to paying taxes, maintaining records and drawing up an agreement. A common business allows you to enlist the support of other entrepreneurs and create a powerful organization that brings good profits and has a stable position.

Forms of joint activities

There are 3 forms of implementation general business:

1. Registration of only one participant.

However, other persons will not have any official rights to the business. In a conflict situation, partners risk being left with nothing, but there are measures that make it possible to return part of the deposits. For example, you can draw up a lease or loan agreement, as a result of which it can be argued that the second entrepreneur is also related to the individual entrepreneur.

2. Simple partnership.

It assumes equal rights of participants to the activities carried out and the division of profits received from the common business according to their contributions. Moreover, the latter can be specified in the agreement or assessed individually.

3. Merging into an LLC.

This is the safest form for each participant. In addition, society limited liability allows you to expand your business scope. Such a decision presupposes that several persons are involved in the association. The budget is divided into shares. The volume of the latter is documented. Registration of an LLC requires the mandatory preparation of certain documents, production of a seal and the presence of a current account. In this regard, many entrepreneurs consider opening an LLC more expensive.

Specifics of the agreement

Whatever form of general business is chosen, it is necessary to conclude an agreement. The main objective of the document is to combine the capabilities of participants, which will allow them to extract additional profits through an improved tax payment scheme. It is worth noting that the parties entering into the agreement can only be commercial structures and IP.

The main condition of the document confirming the conduct of a common business is the contribution of funds to the ongoing business by all parties.

This may involve providing:

• Money or other property.
• Professional skills.
• Useful connections.
• Business reputation.

Moreover, the value of the deposits can be determined by mutual agreement of the parties and indicated in the agreement. Otherwise, the investments are considered equal. All invested funds and profits received as a result are the joint property of the partners, unless otherwise specified in the agreement or provided for by current legislation.

To draw up a document, it is best to seek help from a lawyer. The specialist will provide a sample agreement on joint activities between individual entrepreneurs. If you are ready to draw up a simple partnership agreement yourself, then you can download the form in the “library of agreement forms”.

During the process of drawing up the agreement, it is necessary to clarify the distribution of income, as well as the coverage of costs and expenses. Moreover, it is important to indicate the duration of the document and the conditions for termination or extension, as well as the responsibilities of the parties.

The distribution of profits occurs depending on the share in the common business. In addition, the contract clearly states the rights and obligations of the parties.

Participants must:

• Making the contribution established by the agreement.
• Implementation of joint activities with the aim of making a profit.
• Maintaining common property in good condition.
• Performing accounting (if provided for in the agreement).

Each participant in a simple partnership has the right to:

• Exploitation of partners' property.
• Access to documentation related to joint business.
• Carrying out activities on behalf of all participants of the association.
• Concluding agreements with third parties on behalf of the parties to the agreement (if there is a power of attorney).
• Making a profit.

There are also cases when one of the partners violates the norms of the joint venture agreement. Then Art. 393 of the Civil Code of the Russian Federation, according to which a partner who fails to fulfill his obligation is liable to other participants in the association. That is, all losses that the partnership suffered due to the fault of a negligent participant are covered by the latter, and are not divided among everyone.

Tax reporting

Common property and liabilities in joint activities are taken into account in the manner prescribed for individual entrepreneurs in the main taxation system (OSNO). Work carried out within the framework of the association is contained on a separate balance sheet, as specified in PBU 20/03 “Information on participation in joint activities.”

In the case when one of the partners or all of them use the simplified tax system, income from general activities they include in the list of non-operating profits, which are taken into account when calculating the single tax fee. (clause 1 of article 346.15, clause 9 of article 250 and the Tax Code of the Russian Federation.

Joint activities cannot be carried out by companies that use the simplified tax system if the object of the fees is profit.

For example, an enterprise with a simplified tax system under the “income minus expenses” regime pays single tax at a rate of 15%. This company signed an agreement with an unincorporated enterprise (PBOYUL). Part of the profit from general work, accrued in favor of the organization, is equal to 60,000 rubles. The income tax is 9,000 rubles (15% of 60,000 rubles).

As for maintaining the book of income and expenses (KUDiR), it is worth noting one very important point. Each entrepreneur of the association must independently maintain a book of income and expenses. In one accounting book you need to indicate not only the income and expenses of the partnership, but also your own. The data must be entered in such a way that at the end it is clearly visible which numbers are individual and which are joint.

In the case of registration of an individual entrepreneur, only one of the participants bears all responsibility for maintaining records.

Running a common business is a profitable deal that allows you to optimize the payment of taxes and increase the turnover of the enterprise. But we should not forget that such an association has its own specifics and pitfalls. You need to carefully monitor the document flow, as well as the work of your partners.

IP means “individual entrepreneur”. According to the legislation of the Russian Federation, an individual entrepreneur is an individual registered in the manner prescribed by law and carrying out entrepreneurial activities without forming a legal entity.

Entrepreneurial activity is considered to be an activity aimed at systematically generating profit. Thus, based on the meaning of the definition, we can say that IP cannot be opened for two.

An individual entrepreneur is an individual, that is, one person, and not a legal entity, not a team. What should two people who want to do business together do?

In Russia, there is an idea that registering and operating as an individual entrepreneur is easier and more profitable than creating a legal entity. However, this is not entirely true. We will assume that “registering an individual entrepreneur for two” means joint business. In this case, there are several options for its design. Let's consider them sequentially.

Option 1. Register one of the participants as an individual entrepreneur

In this case state registration as an individual entrepreneur will pass only one individual. In this case, the second person can unofficially invest money and participate in business management.

Many entrepreneurs do this, believing that in this case they will be able to significantly save on taxes, accounting, application cash register equipment, availability of a bank account, etc. Whether such savings will really be profitable depends on many indicators - activity entrepreneurial activity, its types and other points.

The more important issues, from the point of view of two people participating in a business, are not small savings and ease of registration, but guarantees of safety and financial responsibility of the participants. In the case of registration of one individual entrepreneur, the participant who is officially registered has all the rights to the business and in the event of a quarrel or the need for division, problems may arise. According to the law, the second participant does not have any rights to a share in the business and it will not be possible to prove his participation in it.

As practice shows, this way of doing business is chosen by relatives or close friends who trust each other and are not afraid that one of them will deceive their partner. However, anything can happen in life, even close relatives quarrel.

How to protect yourself in this case? The only option may be a loan agreement between partners, as individuals. That is, the contribution of an unregistered participant is confirmed documented as a loan to a registered participant.

Receipts must be kept. This will help you get your money back if the relationship goes bad. But even such loan agreements and receipts will not be able to fully compensate for the costs of organizing business activities incurred by an unregistered participant. It should also be remembered that a business participant registered as an individual entrepreneur also bears certain risks that will not affect an unregistered participant.

For example, if the business turns out to be unprofitable, the individual entrepreneur will pay debts within ALL your property, which will take into account real estate, car, etc. Such risks will not affect those who participated in the business unofficially. Thus, the described method of doing business for two can be risky and unprofitable for both parties, both the registered participant and the unofficial one.

Option 2. Both participants are registered as individual entrepreneurs and enter into a simple partnership agreement between themselves

This option is described in detail in the Civil Code of the Russian Federation (Article 1041). A simple partnership agreement is also called an agreement on joint activities and involves the association of two or more persons to conduct joint entrepreneurial or other activities without forming a legal entity.

A prerequisite is that both parties are individual entrepreneurs or commercial organizations. If a partnership is formed, both individual entrepreneurs determine the amount of contribution to the common cause, including property, business reputation, professional skills and knowledge, etc. The material assessment of the contribution of each participant is determined by agreement of the parties.

What are the benefits of such a combination:

• Both individual entrepreneurs are full participants in the joint business
• In case of termination of joint activities, each individual entrepreneur can act independently
• Profit from common affairs is distributed in proportion to the contribution

However, there is also cons. Each individual entrepreneur will be required to keep separate records for independent activities and activities within the partnership. Reporting is also carried out in two areas of activity. Without going into the details of accounting and taxation, we note that such business management can create certain difficulties, especially for inexperienced entrepreneurs who are not yet familiar with all the intricacies of tax reporting.

Option 3. Formation of LLC

In many cases, registering an LLC will become the best option to conduct joint business.

Firstly, only LLCs have the right to carry out certain types of activities (for example, selling alcohol).

Secondly, registering an LLC allows you to register in the constituent documents the share of each founder in the authorized capital and the distribution of profits between them, which means it will protect each participant from a legal point of view.

Thirdly, LLC participants bear responsibility on the company's obligations only within the limits of the share in the authorized capital. The procedure for registering an LLC is somewhat more complicated than registering an individual entrepreneur and includes the mandatory preparation of constituent documents and a decision on the creation of an LLC; it is also necessary to open a current account and make a seal. However, for participants in a joint business, such an organizational and legal form is still more attractive and safer.

Opening an LLC will not be much more expensive than registering an individual entrepreneur. And in an LLC you can save on taxes, on a bank account, and at the same time get a safer and more reputable organization.

Doing business as individual entrepreneur It is beneficial only if the entrepreneur is truly “individual”, that is, he conducts his business independently at his own peril and risk.

As a conclusion

If you plan to run a business together, then you must initially properly formalize it and register it in the manner prescribed by law. This may require slightly more physical investment, but it will protect each participant in the event of an unforeseen situation, for example, a quarrel, a crisis, or a desire to close the business.

Business options described above each is good in its own way. A detailed description of the pros and cons of an individual partnership or LLC is not the topic of this article, but this information is also worth studying before deciding to organize your own business. In the case of an honest and fair initial organization of the business, it will be easier and calmer for each participant to work.

In order for the sample agreement on joint activities between the individual entrepreneur and the individual entrepreneur to have legal force, it is important to pay attention to the correctness of the drafting. The purpose of concluding an agreement is to consolidate the terms of cooperation: division of profit or loss, area of ​​responsibility and the amount of contributions of participants. What is important to show in the contract, and what forms of interaction between individual entrepreneurs exist?

Simple partnership as a form of organizing joint activities of individual entrepreneurs

Interaction within the framework of the agreement involves the consolidation of capital and efforts of the participants. Teaming up is only allowed commercial organizations or IP. This condition is mandatory and is fixed by the Civil Code of Russia. Individuals do not have the right to unite with each other, with individual entrepreneurs or legal entities for the purpose of making a profit, but participation in non-profit partnerships is allowed. Agreement on joint activities between the individual entrepreneur and an individual has not been developed as a sample, because such a form of relationship is impossible.

A sample cooperation agreement between an individual entrepreneur and an individual will be required in one of the cases of interaction:

• contracting or provision of services;
• commission or agency agreement;
• provision of a loan;
• purchase and sale;
• other cases.

You can entrust the filling out of the cooperation document to a lawyer or do it yourself. You can download the form of an agreement on joint activities between an individual entrepreneur and an individual registered as an individual entrepreneur, samples of other forms of association can be found on the website http://form-agreement.rf/.

The agreement on joint activities of individual entrepreneurs and individual entrepreneurs secures the creation of a simple partnership, which implies the merger of several individual entrepreneurs, while a legal entity is not formed, and accordingly, registration is not required.

The purpose of creation is to make a profit or realize some goal. A partnership allows you to increase resources, thereby opening up access to large transactions that are inaccessible to a single entrepreneur. This form is the most popular among entrepreneurs.

Upon creation, each of the future members contributes a share in one of the following forms:

• cash;
• property – car, real estate, equipment, office equipment. Also, it may be proposed to use profitable rented premises for joint business;
• useful contacts - contract base of suppliers or buyers, business-friendly acquaintances;
• abilities, skills - for example, knowledge accounting will reduce the cost of paying for the services of companies specializing in this.

Members of the partnership have the right to use the property of their partners, as well as receive unlimited access to documentation on the joint business. Each member of the association bears responsibility for the final result of its activities. Thus, the profit received by the partnership is divided among the participants according to contributions or, if specified in the agreement, equally. If the business results in a loss, it will also be distributed among the members of the partnership. An exception is a loss incurred due to a violation of the contract by one of the participants in the association: liability is assigned to him.

An agreement on cooperation or joint activity between an individual entrepreneur and an individual entrepreneur in the form of a partnership determines in advance the responsibilities of the participants in the association, responsibility for the results of activities, and the procedure for resolving disputes. It is important to establish the validity period of the agreement (indefinitely, until the goal is achieved or a specific date), conditions for extension, termination. The simple partnership agreement between individual entrepreneurs is available for download at the link https://yadi.sk/i/zEg4f5Ia3JSHAS. Decisions on the approval of a particular transaction are made jointly by all members.

Each member of the partnership has the right to represent interests, speak on behalf of the partnership in court, when making transactions, purchasing raw materials or goods.

Joint interaction between individual entrepreneurs and LLCs

LLC, as an organizational and legal form of a legal entity, opens up extensive opportunities for cooperation, for example, interaction with companies engaged in wholesale trade. This is due to the fact that wholesalers are looking for partners who pay VAT on OSN or UTII. The LLC bears liability only within the scope of the Company’s property. Personal transport and real estate are not related to business.

Interaction between entrepreneurs and LLCs is possible in two ways:

1. Creation of an LLC by several individual entrepreneurs (at least two).
2. Agreement of cooperation or joint activity between LLC and individual entrepreneur.

The first method involves consolidating funds into the constituent (authorized) capital, which, according to the law, must exceed 10,000 rubles. When creating an LLC, a meeting of participants is approved, which makes all decisions by voting. The results are declared in the minutes of the meeting of participants. All conditions for interaction of individual entrepreneurs within the established Company are fixed by the Charter. An LLC is a legal entity that has the obligation to maintain and submit complete financial statements. In this case, it is considered more reliable partner than an individual entrepreneur, and therefore has access to participation in large projects.

The second method allows an entrepreneur to act as a partner in an LLC and receive income based on the results of its activities. An example is a situation where an entrepreneur has premises that he does not use for business purposes or rents it, but financial results do not allow him to cover expenses, he can enter into an agreement on joint activities with an LLC and, as a contribution, transfer the right to use the premises to a partner. In this case, the entrepreneur will receive income from the Company’s profits. The size is determined by the contract. If such cooperation is secured by a sublease agreement, then an obligation to pay VAT will arise.

To conclude an agreement on joint activities between an LLC and an individual entrepreneur, it is allowed to use a sample form of a simple partnership agreement, which contains:

• information about the participants and the subject of the agreement;
• detailed description of member contributions - division into equal shares or in proportion to the cost of the contribution is allowed (displayed as a percentage);
• information about the areas of responsibility of the participants of the partnership, with the obligatory indication of the person authorized to maintain accounting records;
• rules for distribution of profits and losses - in proportion to contributions or equally;
• validity period and reasons for termination.

Internal accounting of the results of combined activities is also maintained by the participant.

Important: an entrepreneur, within the framework of work under a simple partnership agreement, does not have the right to use the simplified taxation system “income”.

Reporting to the Federal Tax Service during joint activities

Financial reporting based on the results of such activities has its own peculiarities. Thus, when concluding a simple partnership agreement, it is imperative to take into account not only the financial and cash flows of the partnership, but also those that affect the individual entrepreneur. Information is entered into the book of income and expenses, and each participant has a separate document. Consolidated accounting may only be maintained for use within the partnership. When maintaining a book of income and expenses, entries should be made so that it is clear which of them relate to individual entrepreneurs and which to a joint business.

The following forms of taxation are available to members of the association:

1. General.
2. “Simplified” (income minus expenses).

When interacting jointly under an individual entrepreneur and LLC agreement, it is important to remember to pay VAT. Property and liabilities that are jointly owned are accounted for in the manner developed for individual entrepreneurs on OSNO. Work performed within the framework of joint activities is displayed in the balance sheet item “Information on participation in joint activities.” When accounting for participant contributions in general or personal reporting, amounts may differ due to differences in valuation approaches (according to contractual or book value).

Conducting joint activities within the framework of a simple partnership does not imply the creation of a legal entity, which reduces labor costs for registration.

Moreover, the scope of application of such agreements also includes (in addition to the purposes listed above):

• joint shared construction;
• Creation joint stock company– the purpose is to register a legal entity.

Whatever form of joint interaction is chosen, it is important to correctly document the relationship in order to exclude property claims in the future.

Lawyer Spiridonov M.V. 24.02.2017

Controversial issues of recovery of funds invested in joint business

As you know, doing business involves risks. Many people want to do business together, with an investment common funds and distribution of profits. But it’s not always an investment cash in doing business brings favorable results. It often turns out that a person who has invested money in a joint business ends up at a disadvantage to one degree or another, since the money is invested, but there is no business as such.

In this regard, in this article I want to consider various situations in which invested funds can be recovered, and also consider situations in which recovery of funds invested in running a joint business is not possible.

Unfortunately, many people who want to run a business together initially act legally illiterate, formalizing the transfer of funds from one person to another for organizing and running a business using all kinds of receipts, written obligations, etc. Correct legal registration of joint business activities can be carried out in various ways, for example, by organizing a legal entity with the distribution of shares in the charter capital between persons wishing to jointly conduct business, introducing a new entity into the list of participants of the legal entity, which invests money in joint activities, concluding a simple partnership agreement between persons (Article 1041 of the Civil Code RF) in accordance with the provisions of Chapter 55 Civil Code RF. There are quite a few legally correct ways to organize joint business, but to this day, often illiterate registration of joint business leads to negative consequences, which are discussed below.

Situation #1.

Several individuals decided to organize a joint business selling goods. They decided to entrust the organization of the business to one participant, who, in turn, would transfer the funds necessary for its implementation. The persons agreed that the organizer would register the company, and other persons who contributed to the organization of the business would receive a profit. As a result, the company was not created, the organizer did not carry out any business activities, and disposed of the funds at his own discretion. The transfer of funds was formalized using handwritten receipts.

In this case, there are signs of unjust enrichment of the organizer of a potential business at the expense of contributions from other persons. If during the consideration of the case it is established that the participant who received the money for organizing joint business did not carry out any actions, did not search for counterparties, did not spend the money received for the purposes of the joint business, but turned it to his own benefit, then he, accordingly, without for any reason enriched himself at the expense of funds received from other participants.

Under the above circumstances, within the framework of civil law relations, the situation in question falls under the regulation of the provisions of Article 1102 of the Civil Code of the Russian Federation. According to paragraph 1 of this article, a person who, without those established by law, otherwise legal acts or through a transaction on grounds acquired or saved property (the acquirer) at the expense of another person (the victim), is obliged to return to the latter the unjustly acquired or saved property (unjust enrichment).

Accordingly, persons who invested funds in such a situation have the right to appeal to the person to whom the funds were transferred with a claim to recover the transferred funds as unjust enrichment.

In addition, the actions of a person who has used funds transferred to him to organize a business for his own benefit can be considered within the framework of criminal law relations. If it is established that such a person initially did not want to organize a business, and its organization was a reason to receive money from other persons, then signs of fraud may be seen in the actions of such a person (Article 159 of the Criminal Code of the Russian Federation). If it is established that a person planned to carry out a business, but for reasons beyond his control did not do so, disposing of funds at his own discretion or appropriating funds for himself, then such actions may be considered a criminal offense - misappropriation, embezzlement (Article 160 of the Criminal Code of the Russian Federation).

Situation No. 2.

The situation is similar to the previous one. Several individuals decided to organize a joint business selling goods. The organization of running a business was entrusted to one person, all participants made material investments in running the business. The organizer conducted activities to search for counterparties, purchased goods, made attempts to sell goods, created a number legal entities that were necessary to carry out the business. At first, there were no disagreements between the partners; issues of interaction, the need for investments, and other issues related to joint activities were discussed.

However, for a number of reasons, the business turned out to be unprofitable. The persons who contributed funds to the joint business decided to recover the contributed amounts from the organizer, just as in the previous situation, motivating their demands by the unjust enrichment of the organizer at the expense of their investments.

For this kind of dispute judicial practice not clear. Thus, the courts indicate that for an obligation to arise from unjust enrichment, a set of circumstances is necessary:

1. The increase and saving of property, which actually characterizes unjust enrichment on the part of the acquirer.
2. Reduction (non-increase) of property (losses) on the part of the victim.
3. There is a cause-and-effect relationship between these two categories, that is, the losses of the victim are a source of enrichment for the acquirer.
4. Lack of proper legal basis for the occurrence of these property consequences.

In the presence of these circumstances, unjust enrichment arises (Article 1102 of the Civil Code of the Russian Federation).

If during the consideration of the case it is established that there is no unjust saving on the part of the acquirer, there is no increase in property at the expense of the victim, then there cannot be unjust enrichment. The burden of proof of unjust enrichment, including proof of the fact of such enrichment at the expense of the victim, its quantitative indicators, the amount of enrichment is subject to proof by the plaintiff, as the injured party.

When it is established that the organizer has carried out actions aimed at running a business, confirming the intended expenditure of funds, the failure to receive the expected profit may be regarded by the court as an occurrence of business risk, and on this basis a conclusion has been made that there is no unjust enrichment on the part of the defendant (business organizer).

Accordingly, under the stated circumstances, a claim for recovery of unjust enrichment (recovery of funds invested in joint business) may be rejected.

Conclusion.

In practice, there may be many other situations related to the desire of individuals to return funds invested in joint business. It is impossible to consider all the diversity of such cases in one article. This article described the key points in two similar situations, in which a claim for the recovery of funds invested in a joint business can be satisfied, or such a claim can be denied. The situations are discussed using examples of specific cases from judicial practice.

To minimize the risk of a situation similar to those described, it is necessary to initially take a legally competent approach to registering joint activities; if problems have already arisen, then it is necessary to correctly assess the legal relations that have arisen in order to establish the presence or absence of grounds for seeking judicial protection. For this purpose, two similar situations were presented, with completely different consequences.