Marry

Management company instead of CEO

LLC "Buy-sell". The company is average: on OSNO, got sick of VAT, sins with ties with cash-out offices, the salary of employees is gray. The owners Vitya and Masha are confident in Van, because he has been successfully managing the company for 8 years. An experienced manager who is able to resolve any situation, smooth out sharp corners, motivate employees with both a stick and a carrot. In general, the guy - at least where.

The day has come called "This is no longer possible, something needs to be changed." No, God forbid, no one thought to say goodbye to effective Ivan. Where else can you find such a trusted and knowledgeable employee? You need to find legal ways to get cash and get rid of the bad habit of running to cashiers. For this, an IP manager is ideal. But how to transform the CEO into a "new guise"?

Step number 1: prepare an IP manager

It will not be possible to make an IP manager out of the CEO overnight. Hurry - you'll make the taxmen laugh. Before Vanya begins to manage the company in a new role, he needs to become an individual entrepreneur in advance, at least 3 months in advance. At the same time, the future manager must meet all the signs of an independent and conscientious person:

It is desirable to have some assets and property (computer, for example);
Provide services to another organization;
Incur some expenses (for example, mobile communications).

If suddenly Ivan, in a couple of years, decides to curtail the powers of the IP manager, it is undesirable to remove his status immediately after the termination of the contract. Why substitute yourself and the owners, whom you have served faithfully for many years?

protocol or decision on the transfer of powers of the CEO to the manager;
agreement with the manager;
record sheet of the Unified State Register of Legal Entities;
a card with samples of the manager's signature.

Now Ivan Vasilyevich can safely manage the company as an IP manager.

Today, companies have the right to conclude an agreement for the provision of company management services with individual entrepreneurs for a fee. However, despite the legality of such relations from the point of view of the current legislation, regulatory authorities continue to consider such transactions as a way to evade taxes. Claims from the tax authorities will definitely not be avoided if the individual entrepreneur applies the simplified taxation system (USNO) "Income" (6%). In this article, we will try to figure out whether it is possible to challenge the claims of the department.

Is it possible to conclude an agreement for the provision of company management services with an individual entrepreneur

There is currently no clear solution to the question of the legality of concluding an agreement on the transfer of powers of the company's manager to an individual registered in the status of an individual entrepreneur. Formally, an enterprise has the right to appoint an individual entrepreneur under an agreement, although such a decision is dangerous from the point of view of paying taxes.

The current laws do not contain a direct prohibition on signing an agreement with an entrepreneur on the provision of services for the management of a legal entity for a certain fee. But, on the other hand, part 3 of article 5.27 of the Code of Administrative Offenses of the Russian Federation for evading execution (improper execution) of an employment contract (conclusion of a civil law contract) at a time when there is actually an employment relationship provides for liability:

a fine in the amount of 10 to 20 thousand rubles for officials;
from 50 to 100 thousand rubles fine for legal entities.

An agreement for the provision of company management services with an individual entrepreneur - what is the tax benefit

In order to understand what the tax benefit is when concluding an agreement for the management of an enterprise with an individual entrepreneur, we will give and analyze a comparative description of labor and civil law relations (we will take the fee for the implementation of managerial functions equal to 100 thousand rubles):

Indicators	Relations within the framework of a civil law contract with an individual entrepreneur	Labor relations with an individual
Subject of the contract	Provision of services by the entrepreneur (for example, company management)	Performance by an individual (employee) of the agreed labor functions
Validity	Fixed term (specified in the contract)	Definite in time (fixed-term employment contract). Unlimited in time (perpetual contract).
Duties of a tax agent	Since the individual entrepreneur pays the income tax himself, the employing company does not have the duties of a tax agent	The employer calculates and withholds personal income tax from the earnings of a subordinate and transfers the amount to the budget
USNO tax - 6000 rubles. (100,000 rubles x 6%); contributions to off-budget funds are paid by the individual entrepreneur.	personal income tax - 13,000 rubles. (100,000 rubles x 13%); insurance contributions to the Pension Fund - 22,000 rubles. (100,000 rubles x 22%); contributions to the FSS - 2900 rubles. (100,000 rubles x 2.9%); contributions to compulsory medical insurance - 5100 rubles. (100,000 rubles x 5.1%); contributions to prof. diseases and industrial injuries (for example, hazard class V - 0.6%) - 600 rubles. (100,000 rubles x 0.6%).
TOTAL	6,000 rubles (paid by the individual entrepreneur)	30 600 rub. (13,000 rubles withheld from the employee's salary)

After a simple analysis, the following conclusions can be drawn:

By concluding a civil law contract with an individual entrepreneur, the company incurs much less expenses for paying fiscal payments.
The urgent nature of the relationship between the company and the entrepreneur (the GPC agreement always assumes a limited duration of the agreement) ensures that there are no problems with the dismissal and reduction of the worker.

How to competently conclude a contract for the provision of company management services with an individual entrepreneur

An agreement with an individual entrepreneur for the provision of management services is, by its nature, a mixed GPC agreement, since in it you can find signs of contracts for the provision of services for a fee, trust management of property, assignments. It is permissible to sign an agreement with an individual entrepreneur, the subject of which is the transfer of powers of the manager, because:

exercising the powers of the sole executive body is not a prohibited entrepreneurial activity;
the law does not prohibit legal entities from transferring the powers of the sole executive body of an LLC to an individual entrepreneur under an agreement;
pp. 2 p. 2.1 Art. 32 of Federal Law No. 14-FZ says that it is the individual entrepreneur who can perform the function of the manager, and not any citizen (i.e., the law presupposes the emergence of civil law relations, and not labor relations, since the individual entrepreneur independently organizes economic activities on his own risk without subordination to the labor schedule existing at the enterprises).

Important! So that judges, in the event of proceedings with the tax service, do not reclassify the GPC agreement into a labor one, the terms of the provision of services, the result, and the possible number of stages of cooperation should be determined by the provisions of the agreement.

What points to pay special attention to (based on judicial practice)

When concluding an agreement on the provision of management services with an entrepreneur, it is important to ensure that the relationship does not have the signs of an employment relationship (described in the text of articles 15,, - Labor Code of the Russian Federation):

It is impossible for the manager to obey the rules of the internal labor regulations of the enterprise.
The work of the manager should not be paid at the official salary or at tariff rates (the result of the work, and not the process of fulfilling duties, should be paid).
An Order for employment in the specified position should not be issued, the amount of wages and other working conditions cannot be prescribed.
It is impossible to accept an individual entrepreneur as a manager and assign specific labor functions to him.

In such contractual relations between the company and the individual entrepreneur:

Acquires the rights and obligations to manage the current activities of the organization (based on Federal Law No. 14-FZ, the contract and other legal acts).
Receives the right to a monetary reward for their services.
Referred to as "manager", designated as such in business correspondence, contracts concluded on behalf of the organization with counterparties, as well as in official and financial documentation.
He is in a civil law relationship with the LLC on the basis of an agreement on the provision of services for a fee.

Legislative acts on the topic

Common Mistakes

Mistake: The company entered into an agreement for the provision of paid services for the management of an LLC with an entrepreneur. The price of the contract did not include compensation for the costs of the contractor and his remuneration.

Comment: The GPC agreement with the individual entrepreneur, to which the functions of the manager are transferred, must contain information on the compensation of costs and monetary remuneration.

Mistake: The entrepreneur, with whom the LLC entered into an agreement for the provision of company management services for a fee, did not include compensation for the costs incurred by him in the exercise of the powers of the sole executive body in the composition of income from which tax under the simplified taxation system should be levied.

The involvement of a third-party manager is also one of the most common ways to optimize taxation. In such cases, often, the founder registers an individual entrepreneur and provides management services to his own company, or the general director leaves the company and becomes an individual entrepreneur providing management services to his “former” employer. For these purposes, a special agreement is concluded with the manager on the transfer of powers of the sole executive body to him. Although the possibility of concluding such an agreement is provided for by corporate law, in particular, article 42 of the Federal Law of February 8, 1998 No. 14-FZ and paragraph 3 of paragraph 1 of Article 69 of the Federal Law of December 26, 1995 No. 208-FZ expressly state that the company has the right to transfer under the contract the exercise of the powers of its sole executive body to the manager - the tax authorities often call such a scheme illegal, created only in order to evade paying taxes.

In fact, such a civil law transaction will have the nature of a contract for the provision of services for a fee, the subject of which is the implementation of managerial functions, where the manager acts as a performer, and the company acts as a customer of such services. However, as practice shows, tax authorities increasingly consider such a service to be fictitious and aimed at replacing labor relations with civil law ones. The most common from the point of view of tax planning is the involvement of an individual entrepreneur as a company manager, applying a simplified taxation system with the object of taxation "income". So, the use of a simplified system allows the manager to save on personal income tax: an individual entrepreneur is obliged to pay contributions for himself - a fixed payment, which in 2017 is 27,990 rubles and one percent of income over 300,000 rubles, for which he, at the same time, can reduce your tax.

High odds

The chances of the tax authorities to defend their case and hold the company liable are very high if they manage to prove that the scheme with the manager was created for the sole purpose of obtaining an unreasonable tax benefit. The unjustified benefit, in this case, will be evidenced by the fictitious transfer of powers to the manager, expressed in the fact that the conclusion of such an agreement is not economically feasible and pursued the only goal - saving on taxes, while similar functions could be performed by the manager under an employment contract.

note

If the Federal Tax Service manages to prove that the company has received unreasonable tax benefits by recognizing payments to the manager as fictitious and reclassifying these relations as labor, then the organization will be denied recognition of expenses related to paying for the services of the manager for income tax purposes.

The following circumstances may lead the tax authority to conclude that it is obviously fictitious: the interdependence of the founders of the company and the manager, as well as the registration of the manager as an individual entrepreneur shortly before the conclusion of an agreement on the transfer of powers to him and termination of employment as a general director. For example, in case No. A50-19343 / 2011, the attention of the inspectors was attracted by the fact that the manager registered as an individual entrepreneur seven days before the transfer of the powers of the manager to him and ceased his activities as an individual entrepreneur immediately after the termination of the contract with the company.

Suspicions will also be caused by the duties of the manager, similar to the duties of the director or duplicate them. In case No. A53-14534 / 2016, the court took the position of the tax authority and recognized that the agreement between the company and its manager - an individual entrepreneur who was previously the director of the company, is aimed at obtaining unreasonable tax benefits by artificially increasing management costs, taking into account the fact that in fact the manager performed the same functions as previously as director.

Suspicious and overstated remuneration of the manager in comparison with his salary as a general director, despite a minor change in authority. In case No. A53-14534 / 2016, the court noted that the accrued remuneration was almost twice as much as not only the net profit of the company, but also the entire wage fund of its employees.

Effects

If the Federal Tax Service succeeds in proving that the company has received unreasonable tax benefits by recognizing payments to the manager as fictitious and reclassifying the relations in question into labor relations, then the organization, firstly, will be denied recognition of expenses associated with paying for the manager’s services for income tax purposes, and secondly , the company will be recognized as a tax agent of the personal income tax manager, whose rate is 13 percent, in addition, the company will be charged fines for non-payment of tax for an employee in the amount of 20 percent and the corresponding penalties.

In order to avoid negative consequences, it is necessary to foresee potential tax risks in advance. First, one should not neglect the documentation of the relationship between the manager and society. Thus, the services rendered can be confirmed: an act of work performed, a report on the services rendered, as well as an act of acceptance and transfer. The listed documents will help to prove the reality of the services provided, confirming their list and cost. Secondly, when concluding agreements with the manager, it is necessary to take into account the civil law nature of such contracts, avoiding the inclusion in them of conditions that are more characteristic of labor contracts. These include, for example, provisions on the amount of wages and the functions performed by the manager.

The IP manager in an LLC may be appointed on the basis of Law No. 14-FZ. Such a step is taken by organizations quite often, since the appointment of an individual entrepreneur as the head of an LLC has certain, significant advantages. How to do this, and what are the advantages and disadvantages of such a solution?

Can an individual entrepreneur be the manager of an LLC?

The law provides for this possibility. But in order to appoint an individual entrepreneur as a leader, it is necessary to correctly draw up an agreement with him.

In the process of drawing up and signing, you must:

There are a number of subtleties in the design of the contract, which will be discussed below.

This step has certain advantages and risks.

So, a limited liability company decided to choose an individual entrepreneur as a manager. Labor law allows you to do this.

Replacing a director with an individual entrepreneur allows the company to solve a number of problems:

It is allowed to register a legal entity with an IP manager. Then the contractual relationship is concluded after registration actions.

Among these are:

The possibility of retraining a contract concluded with an individual entrepreneur into a labor contract.
An LLC may be held administratively liable for hiring an employee who has been disqualified.

Let's take a closer look at the risks.

Retraining is initiated by the Pension Fund, the local authority of the Federal Tax Service, in order to accrue additional insurance premiums and underpaid personal income tax.

Sometimes this is done for good reason. For example, the PFR authority recognizes the contract as labor in the event that the document contains guarantees for the hired individual entrepreneur and its labor standards (number of hours and days in the working week, vacation period, etc.), other items typical for labor contracts. But there are also controversial cases.

There is a well-known judicial precedent when the PFR fully defended its position on the issue of retraining a contract from managerial to labor. The company was brought to administrative responsibility and paid arrears on pension contributions.

The Foundation justified this with the following arguments:

the activities of the individual entrepreneur in the position did not pursue the achievement by the adopted manager of their own commercial (positive) results;
it was aimed at the prosperity, competitiveness and profit growth of LLC;
the text of the contract stipulated the obligation to carry out a number of works by the IP contractor in the role of a manager;
the IP manager participated in production and commercial activities;
the document indicated the hourly rate for individual entrepreneurs;
the activities of the manager were controlled by the General Meeting of the LLC;
the document fixes the obligation of the employer to provide individual entrepreneurs with working conditions.

The PFR cited all these points as a sign of precisely labor relations.

Considering the case, the courts of all instances came to the decision that the individual entrepreneur obeyed the internal regulations and worked for the benefit of the LLC, systematically, for a long time, and his work was continuous.

But the courts do not always agree with this, there are also reverse examples. In one of them, the court of first instance upheld the FIU, which charged additional fees to the organization. The LLC filed an appeal, and the following lawsuits overturned the original decision.

They justified this by the duties of the manager specified in the document, emphasizing that:

The individual entrepreneur in the position formed the working hours independently and did not obey the internal regulations of the LLC.
The paper did not indicate the point of providing the manager with the place of work and the necessary working conditions.

Taken together, this was the reason for the FIU's refusal to satisfy the requirements. In those contracts with individual entrepreneurs that qualify as labor, the points for ensuring working conditions and a fixed hourly rate are prescribed, but this is not the case in unrecognized ones.

There is a danger in hiring a former director as managing director.

The IP management agreement must contain a clearly stated purpose of such a change in status:

There is a risk to the tax. The Federal Tax Service charges additional income tax to the company, considering the payments to the manager to be unreasonable from an economic point of view.

For example:

the director received a salary of 20 thousand;
then the founder (board of directors) decided to take him to the position of the manager of the company;
the former director issued an IP and signed a management agreement;
his functions have not changed, he continued to manage the individual entrepreneur and the company, but the remuneration increased to 200 thousand.

This will cause justified questions and additional accrual of income tax from the Federal Tax Service, and the LLC will be held accountable.

To minimize the consequences, you need to draw up a contract correctly - so that its provisions differ as much as possible from those in the labor:

Of course, an individual entrepreneur needs a stable, regular payment for management services, and vacation, and some working conditions, and much more. But it is permissible to issue them with additional agreements that are legally binding, and at the same time are not required to be submitted to the inspection bodies. In addition, in order to protect yourself from inspections, you can’t change the manager’s pay too much, you can do it gradually, with appropriate justifications. And all relationships between individual entrepreneurs and LLCs must be documented.

The purpose specified in the contract is a very important point of it.

The manager is assigned specific tasks that he must perform in this position, and the purpose of his work is to achieve the goal. According to its execution (or non-performance), the effectiveness of the manager's activities is assessed. And the goal set in the contract, in turn, refers the document to the category of agreements for the provision of services for compensation.

Then the check will reveal only a civil law contract, without signs of a labor contract.

Who to hire? If the company is going to hire an individual entrepreneur, it is advisable to select a candidate who has been engaged in individual business for a long time. At the same time, it is desirable that items of managerial functions should be included in the list of OKVED codes for a businessman. The earlier this was done, the better, in the ideal case, these entries were made two or three years before the conclusion of the management agreement with the company.

Such a recommendation may seem strange, but it has a logical basis. This is necessary so that there is no situation before the inspection bodies when there was a director who registered an individual entrepreneur and remained the head, but in a new status. This qualifies as "special re-registration of labor relations" and attracts the attention of supervisors, although it is not explicitly prohibited.

Another point is the closure of IP. If the LLC terminated the contract with the hired manager, the IP should not be closed immediately. If this is done, the Federal Tax Service will consider that the manager's business was registered in order to avoid taxes by the company, and the court will most likely support this position.

It has already been said earlier that it is impossible to change the manager's salary too drastically. If the director received 10 thousand, and becoming an individual entrepreneur, he began to receive a million, obviously, the controllers would have a lot of questions.

You can increase the salary, but gradually, and all changes are tied to the performance of the person in the place of the manager and the profit of the LLC. If the profit grows, the salary also increases, if the income falls, the manager's salary decreases.

To control the situation, you should sign the acts of the work performed by the manager.

Supporting documents are attached to them:

registers;
concluded contracts;
meeting minutes.

The papers must indicate that the individual entrepreneur is fulfilling his duties and justify the amount of his salary (including changes in one direction or another).

In addition, all current expenses for their work are paid by the IP itself.
These expenses include:

fuel;
stationery;
office equipment and consumables for it;
rent;
hospitality expenses.

All these expense items do not relate to the LLC, but to the IP manager. And he has to pay for them himself. The financial participation of the company is limited to the payment of remuneration, and the company is not obliged to reimburse other expenses.

The scheme with the IP Manager is popular: both legal cash and savings on payroll taxes ... But only if everything is done wisely and, of course, in good conscience, without exceptional thoughts to save on taxes and withdraw cash. And in this scheme, suspicious tax officials often see just illegal motives. Although not only employees of the fiscal service ...

Problem #1: Banks

The cult of fighting terrorism and illegal cashing is reaching new heights of absurdity. With such a high rate of issuance of recommendations from the Central Bank, only grannies who cash out their pensions will not fall under suspicion. From a recent appeal to the lawyers of Tours and Partners:

“The financial monitoring and banks where our accounts were serviced were the main complaints. Financial monitoring stated that the scheme, in which an IP Manager is appointed instead of the director of the company, and a part of the cash is withdrawn to him, is a “rolling cash out”. A new term that appeared after the release of the interdepartmental instruction of the Central Bank of mid-January this year. Now, according to our acquaintances, bankers, it is impossible, in principle, to use schemes with the Managing IP normally in connection with the indicated certain instruction of the Central Bank.

Decision

How to be in this case the Managing IP? Are there any arguments that will convince bank clerks of the legality of the money in the Manager's accounts and the absence of "terrorist" intentions? Either the scheme with the manager of the IP was covered with a "copper basin" ...

Maria Morozova

As for "fan cashing", this term appeared in the lexicon of the Central Bank last year. Rolling cashing is a scheme when transit companies, on whose accounts money is accumulated, distribute them to citizens' cards of 100 thousand - 3 million rubles under the guise of loans and payment for services. Then the cards with PIN codes are transferred to the customer, who withdraws cash from ATMs. So, if the Managing IP does not transfer money to a bunch of other physicists, there will be no problems with this.

Issue #2: Labor Relations

The main "hitch" faced by companies under the leadership of the IP Manager. The tax authorities are very zealously trying to impose on the "simplistic commander" the labor functionality of an employee working under the Labor Code of the Russian Federation. Compare it with the general, executive and other directors. Employees of the fiscal service quite often manage to prove the artificiality of such relationships. So, what confuses the tax authorities:

A month before becoming such, the IP manager successfully worked in a company under the Labor Code of the Russian Federation. And then it went and went: the coincidence of the work schedule of the manager with regular staff, similar rights and obligations, etc. Decree of the Seventeenth AAC No. 17AP-1015/2012-AK dated 05.03.2012 in case No. A50-19343/2011;
Decree of the Arbitration Court of the Ural District No. Ф09-1054/16 of 03/04/2016 in case No. A60-18768/2015. The Pension Fund saw labor relations, but could not really explain what the similarity was with the Labor Code of the Russian Federation. Everything is in order with the documentation: in the contract for the provision of services of the manager there are no signs of an employment contract, reports and acts of work performed are presented. In general, the Managing IP manages not only the audited company, but also another organization. And before his arrival in an approximately similar position, but according to the Labor Code of the Russian Federation, an outsider worked;
Decision of the Arbitration Court of the North-Western District of February 27, 2014 in case No. A66-14670 / 2012. The court noted that “The disputed contract contains such elements of an employment contract as: systematic daily performance by the contractor of a certain kind of work; its inclusion in the production activities of the company; fixed salary in the form of an hourly rate; control by the employer; providing him with working conditions by the employer”.

Decision

What should be taken into account in the work of the Manager so that the inspection bodies cannot draw a parallel with the Labor Code of the Russian Federation?

Maria Morozova

Lawyer and tax consultant "Tours and Partners":

Do not forget that the IP Manager is an independent person who conducts entrepreneurial activities at his own peril and risk. The company uses the services of an individual entrepreneur for management, and the contract is aimed at obtaining a result from these services, and not at performing a labor function. Therefore, it is not necessary to prescribe in the contract that the manager must be in the office from 9 to 6 and for this he will receive a million. It does not matter to us when and how the Manager will work - the main thing is that there is a result, and the remuneration of the Manager should depend on this result. And, of course, everything must be properly framed.

Problem #3: Too much reward

Do not give rest to the tax authorities and the fees of the manager. If, in the opinion of the fiscals, the cost of maintaining such a leader exceeds the “norm”, they begin to suspect an unjustified tax benefit. And even more so if the company puts the manager's remuneration as part of income tax expenses. For example, based on Decrees of the Supreme Court of the Russian Federation No. 305-KG15-3421 dated 05.05.2015 in case No. А40-110069/2013 the court agreed with the arguments of the tax authorities in the groundlessness of including the costs of income tax on the services of the management company. From the documents submitted by the taxpayer, the judicial authority was unable to determine the type and scope of the services provided. In addition, there were no reasonable business goals.

Decision

What is the asking price? And what amount of remuneration will not make the inspectors nervous?

Maria Morozova

Lawyer and tax consultant "Tours and Partners":

The manager's remuneration should not exceed 20% of the "dirty profit" and should depend on the performance of the company. In this regard, the Manager will receive a remuneration comparable to the result of his work. As a visual display of the results, the Manager must provide the Company with reports and statistics that reflect the state of affairs in the company. Here the main factor is the reality of the transaction and the economic justification.

Problem #4: Unreasonable Business Goals

Too much reward goes hand in hand with unreasonable business goals. A popular situation: before, an employee worked as a general director for the Labor Code of the Russian Federation and received 60,000 rubles for this. Then he became independent and went on a voyage free from the Labor Code. But he did not leave his native company, but began to provide management services to it within the framework of civil law relations. And his reward has grown N times. Of course, for his exceptional abilities and achievements in the field of management and a 33-fold increase in functionality. And the tax authorities are here like that: “But why did our dear general director suddenly become an IP-shnik on a simplified system? Obviously not because of "pure" motives ... "

Decision

What goals are reasonable and capable of convincing the tax authorities of the expediency of paying for the services of a manager?

Maria Morozova

Lawyer and tax consultant at Turov & Partners:

The business objectives of the manager's services may be:

acquisition of quality management services;
increasing the responsibility of the sole executive body (for example, if statistics fall to a certain level, the manager's remuneration is 0%);
an increase in the interest (motivation) of the sole executive body (this is reflected in the fact that the manager’s remuneration always depends on the financial and economic performance of the company as a whole, therefore, the higher the company’s income, the higher the amount and percentage of the manager’s remuneration).

Issue #5: Manager's Responsibility

Many people think that the responsibility of the IP Manager is higher than that of the CEO. It seems that you work calmly in the company within the framework of labor relations ... Well, how calmly? If you smell fried, then in any case they will ask you as a manager.

Decision

Will the level of danger go off scale if our director "requalifies" as an IP Manager? Is this really so and is it really scary to become an IP Manager?

Maria Morozova

Lawyer and tax consultant "Tours and Partners":

You may have noticed that now court decisions have begun to appear obliging the directors of the company to pay the tax debts of the company. For example, when considering the case of LLC “Upravdom-S” ( Resolution of the Tenth Arbitration Court of Appeal dated January 27, 2016 No. 10AP-15093/2015 in case No. А41-39377/15) the court satisfied the claim against the General Director for the recovery of additional tax charges. The court acknowledged that the manager's unscrupulous behavior caused the company's tax liability.

The arbitration court, considering the claims of Intersportstroy Company CJSC against the general director, recognized them as justified and recovered from the head the penalties and fines accrued by the tax authorities ( Resolution of the Ninth Arbitration Court of Appeal dated November 26, 2015 No. 09AP-45501/2015-GK in case No. A40-16650/2015).+

In terms of the manager's legal responsibility to the founders, it was also equated with the responsibility of directors. The only difference is that you have civil law relations with the manager.