To formalize relations with an investor, it is best to use legal form LLC (company with limited liability). Individual entrepreneurs are avoided because of the risks, because according to the law, an individual entrepreneur is responsible for all his property, except for his only apartment. JSC ( joint stock companies) are not popular among startups - opening them is expensive, quite difficult and time-consuming.

In short, an investor can become a member of your LLC and contribute equity or lend money. Let's take a closer look at the mechanics of these paths.

1. The investor becomes a member of the LLC

This model is known in the business community as “investor entry.” Regardless of whether the investor will enter an existing LLC or create a new one, the procedure is essentially the same. The volume of investment is agreed upon, proportional to the nominal share in the authorized capital. The investor then pays the agreed amount, after which the share in the company is transferred to him, and changes to the constituent documents can begin.

IN Lately The practice of concluding investment agreements between a startuper and an investor has become more frequent. The main points of the investment agreement: financing scheme, management structure (whether the investor has the right to interfere in operational management or not), the procedure for participants to withdraw from the project, methods of conflict resolution. On the one side, investment agreement consolidates key agreements; on the other hand, it may contain very specific details (for example, you can determine the court in which the conflict will be heard if it arises).

Entry of an investor into an already existing startup LLC

In the case where the startup already operates as a registered legal entity, the investor sends general director a formal application for admission to the company and contribution to the authorized capital of the company. However, even if you have an existing LLC, some investment funds they may also be required to register another new LLC with their participation - this is normal.

The investor's statement states:

• the amount of money contributed or the composition of other property (the value of the non-monetary contribution is determined on the basis of the report of an independent appraiser);
• the planned period for making a contribution (counted from the moment the decision to accept a new participant is made by the general meeting of LLC participants and cannot exceed 6 months);
• the size of the expected share as a result of admission to the LLC participants (as a percentage or as a fraction);
• other conditions for making a contribution and joining the company that do not contradict the law and the company’s charter.

The decision of the general meeting of company participants to accept a new participant and increase authorized capital due to his contribution is adopted unanimously and must fully comply with the investor’s application. The fact that the decision was made and the composition of the participants present must be confirmed by notarization. At the time of making the decision, the current charter of the LLC should not contain prohibitions on increasing the authorized capital by accepting contributions from third parties or other similar restrictions. If your charter contains such a prohibition, you must first amend it.

The process ends with the investor paying for the share and registering the changes that have occurred with the tax office.

Creation of a new joint company with the participation of an investor

If your startup doesn't yet have legal entity, the creation of a joint company with the participation of an investor looks like the most logical investment option.

The contribution of the entrepreneur himself, as a rule, will be intangible assets(rights to use the results of intellectual activity transferred under a license agreement), technological equipment or real estate. If you have any of this, then first have your property appraised by an independent appraiser.

The relationship between the co-founders of the new LLC should be described in as much detail as possible in the charter, including rules for the distribution of votes on general meeting participants, the principles of partners’ participation in the company’s profits, the procedure for participants’ withdrawal from the company and conflict resolution, as well as many other essential conditions. Few people remember the charter while things are going well, but inattention to detail and a formal approach can significantly complicate and shorten the life of your business, or even become a breeding ground for abuse by unscrupulous investors.

2. The investor does not become a member of the LLC

Not every entrepreneur is ready to share the management of their project. In this case, the solution may be debt financing from an investor who agrees not to interfere in the operating activities of the startup.

Providing investments in the form of a loan

The investor can provide an interest-bearing or interest-free loan - it all depends on your agreements. The amount is returned, as a rule, in a lump sum after a long period of time (2-3 years).

Securing investments depends on the risks of the project and the requirements of the investor. In practice, most often a pledge of intellectual property (for example, programs, inventions, know-how) and shares in an LLC is used as collateral for loan repayment.

To ensure that money is spent efficiently, the loan agreement may provide for the condition that the borrower use the funds received only for certain purposes (targeted loan). This condition also involves investor control over the expenditure of funds. If the money is spent inappropriately, the investor may demand early repayment of the loan with interest. The forms of control and the repayment procedure are agreed upon in the loan agreement.

Combined investment scheme

Its essence is that the investor provides a loan for a share in the company in the future. This is a modern way of investing that takes into account the interests of the startup and the investor equally.

The flexibility of this scheme lies in the fact that the preliminary agreement for the purchase and sale of a share in the LLC is subject to execution only upon the onset of the so-called suspensive condition- usually after the startup reaches breakeven. The terms of the loan agreement will be similar to those discussed above.

Possible options for the investor to exit the startup - at the actual cost of the share or through repayment of the loan (interest on the loan) - are fixed in the charter when the contract is executed.

This scheme is similar to convertible notes, popular in Silicon Valley, through which a startup receives financing with the right of the investor to convert the debt into company shares in the future, taking into account a risk discount. In this case, the size of the investor’s shareholding will be proportional to the ratio of the amount of his loan to investments in the next round of investment.

The combined scheme takes into account to a greater extent Russian realities(for example, the features of an LLC, where there are shares, but no shares), however, it requires assessing the value of the company in preliminary agreement long before the events occur.

What is important to remember when entering into a relationship with an investor?

Whether an investor insists on a particular form of investing or not, be careful when choosing it, especially if you are dealing with a non-professional investor who is investing occasionally or for the first time.

Remember that when the investor has a team professional lawyers, who have done their best to formalize relations with startups, they work in the interests of the investor. Therefore, at a minimum, you should play it safe and involve an independent legal expert who will check all documents to ensure that your interests are met.

We hope that this information will help you understand a complex and important issue. For our part, we will be happy to help if you decide that you need live consultation.

Many young companies and aspiring entrepreneurs at the starting stage attract large partners in order to receive money for business development. According to the law, an individual, legal entity, group of legal entities, and government agencies can participate in such a transaction.

When it comes to financial investments into the project, the parties enter into an investment agreement. Let's take a closer look at a business investment agreement between individuals. The document is an agreement to provide funds or property to support a project. The parties agree on the volume and terms of investment.

How to draw up a business investment agreement between individuals

An investment agreement is an agreement legal regulation which depends on the nature of the transaction. Depending on the conditions, it can be qualified as an agreement on joint activities, investment partnership agreement or targeted loan agreement.

As a rule, an investment agreement between an individual entrepreneur and an individual or other legal entities contains the following conditions:

• subject (what amount and for what project the investor provides what the recipient of the investment must do);
• deadlines (start and end dates of the project);
• payment procedure;
• implementation procedure investment activities;
• rights and obligations of the parties;
• liability of the parties (fine or penalty for failure to meet deadlines or other violations);
• procedure for terminating the transaction.

In our service, you can fill out a template developed by our lawyers and download an investment agreement with an individual that fully meets your requirements and standards current legislation RF.

First, we note that the concepts of “financing” and “investing” are closely related. If financing is the formation of funds, then investing is their use. Accordingly, it is impossible for an enterprise to plan any investments without sources of financing.

Investments (from Latin - “to invest”, “to place”) - long-term investments capital in economic sectors within the country and abroad. The implementation of an enterprise strategy usually involves investments, especially when it comes to growth strategies. Investments are understood as resources invested in business and other types of activities to generate profit or social effect.

The need for investment in the implementation of the enterprise strategy or entrepreneurial activity may be due to various reasons, which can be combined into the following groups: 1) updating the material and technical base, 2) increasing the volume and scale of production and economic activities, 3) developing new types of activities and 4) improving product quality. The work of an enterprise in the formation and sale of investment resources is called investment activity.

The amount of investment is determined by the valuation of resources and values ​​allocated to business activities. Investments can be in fixed production assets (long-term assets), know-how (intangible assets), materials and equipment (current assets).

Investment resources represent a specific product for the use of which the investor charges a fee. Minimum size it is equivalent to the income from storing investments in a deposit account at a bank.

There is the following classification of investments:

By investment object:

• · Real (capital-forming) - long-term investments in production associated with the acquisition of real assets;
• · Portfolio (nominal) - investing in securities, in a share (share) of another enterprise, issuance at the expense of own funds loan. Portfolio investment- most often short-term financial operations;
• · Intellectual - investing in training, retraining and advanced training of personnel (human capital), advertising, research and development (innovation), social events.

In connection with the reproduction process, i.e. directions of action:

• · Net investments - initial investments made when creating or purchasing an enterprise, as well as in expanding production potential (extensive investments);
• · Reinvestment - funds aimed at restoring worn-out and retired funds. These include:

replacement investments, which replace existing facilities with new ones;

investments in equipment rationalization, without changing production and product quality while reducing production costs;

investments in diversification associated with changing the product range, creating new types of products and developing new markets;

investments to ensure the survival of the enterprise in the future, directed towards training, advertising, and environmental protection.

Gross investment consists of net investment and reinvestment.

By funding sources:

• · Own sources financing. These include depreciation deductions, profit remaining at the disposal of the enterprise, funds from the sale of assets, funds of shareholders;
• · Borrowed sources financing. These are bank and budget loans, bond loans;
• · Leasing investments in the form of financial, operational and return leasing;
• · Investments from the federal. republican and local budget and extra-budgetary funds;
• · Foreign investments;
• · International investments consisting of loans World Bank, European Bank reconstruction and development, etc.

By risk level

• · Investments for which the level of risk is not determined (replacement of retired production facilities);
• · Investments with a level of risk below average (to reduce production costs);
• · Investments with a level of risk above average (production new products);
• · Investments with highest level risk ( scientific developments and research).

Organization and management of the investment process

• · Local, carried out in accordance with decisions on individual investment objects;
• · Global, carried out on the basis of investment programs.

By subject of investment activity:

• · Investments of citizens, enterprises of non-state forms of ownership;
• · Public investment;
• · Foreign investment;
• · Joint investments.

By type (subject) of investment:

• · Material (movable and immovable property, property rights, including land ownership and natural resources);
• · Financial ( cash, rights to participate in the affairs of other companies, debt rights);
• · Intangible investments(experience and knowledge of specialists, patents, copyrights, etc.).

The effectiveness of any country, any enterprise largely depends on the level and nature of investment activity. In order for investments to be highly effective, the following principles must be observed.

Investment principles:

The principle of maximum investment efficiency, i.e. the effectiveness of each subsequent investment decreases and at a certain level of investment they become unprofitable. The marginal efficiency of investment is determined by: the limited potential of agricultural crops and animals, market saturation with goods, purchasing power population, etc.

The "putty" principle“-freedom of decision-making should be replaced by increasingly greater restrictions in the course of their implementation.

The principle of combining material and cost assessments of investment efficiency. This principle is based on the accounting and combination of both the technical and cost aspects.

The principle of adaptation to the new investment environment. In nature and society, everything is in motion, therefore, in the period from the decision to invest in a project to its practical implementation and payback, it is necessary to take into account changes in individual aspects of the investment environment.

Multiplier principle is based on the interdependence of industries, i.e. all industries in the national economy are interdependent to one another to one degree or another, therefore a change in one industry affects others as they are correlated.

Q-principle takes into account the relationship between the market assessment and the real one replacement cost assets. The dependence of supply and demand on the market by type of product determines the effectiveness of investments in a particular production.

To formalize relations with an investor, it is best to use the legal form of LLC (limited liability company). Individual entrepreneurs are avoided because of the risks, because according to the law, an individual entrepreneur is responsible for all his property, except for his only apartment. JSCs (joint stock companies) are not popular among startups - opening them is expensive, quite difficult and time-consuming.

In short, an investor can become a member of your LLC and contribute equity or lend money. Let's take a closer look at the mechanics of these paths.

1. The investor becomes a member of the LLC

This model is known in the business community as “investor entry.” Regardless of whether the investor will enter an existing LLC or create a new one, the procedure is essentially the same. The volume of investment is agreed upon, proportional to the nominal share in the authorized capital. The investor then pays the agreed amount, after which the share in the company is transferred to him, and changes to the constituent documents can begin.

Recently, the practice of concluding investment agreements between a startuper and an investor has become more frequent. The main points of the investment agreement: financing scheme, management structure (whether the investor has the right to interfere in operational management or not), the procedure for participants to withdraw from the project, methods of conflict resolution. On the one hand, the investment agreement establishes key agreements, on the other hand, it may contain very specific details (for example, you can determine the court in which the conflict will be heard if it arises).

Entry of an investor into an already existing startup LLC

In the case where the startup already operates as a registered legal entity, the investor sends a formal application to the general director for admission to the company and contribution to the authorized capital of the company. At the same time, even if you have an existing LLC, some investment funds may also require you to register another new LLC with their participation - this is normal.

The investor's statement states:

• the amount of money contributed or the composition of other property (the value of the non-monetary contribution is determined on the basis of the report of an independent appraiser);
• the planned period for making a contribution (counted from the moment the decision to accept a new participant is made by the general meeting of LLC participants and cannot exceed 6 months);
• the size of the expected share as a result of admission to the LLC participants (as a percentage or as a fraction);
• other conditions for making a contribution and joining the company that do not contradict the law and the company’s charter.

The decision of the general meeting of company participants to accept a new participant and increase the authorized capital through his contribution is made unanimously and must fully comply with the investor’s application. The fact that the decision was made and the composition of the participants present must be confirmed by notarization. At the time of making the decision, the current charter of the LLC should not contain prohibitions on increasing the authorized capital by accepting contributions from third parties or other similar restrictions. If your charter contains such a prohibition, you must first amend it.

The process ends with the investor paying for the share and registering the changes that have occurred with the tax office.

Creation of a new joint company with the participation of an investor

If your startup does not yet have a legal entity, creating a joint company with the participation of an investor looks like the most logical investment option.

The contribution of the entrepreneur himself, as a rule, will be intangible assets (rights to use the results of intellectual activity transferred under a license agreement), technological equipment or real estate. If you have any of this, then first have your property appraised by an independent appraiser.

The relationship between the co-founders of a new LLC should be described in as much detail as possible in the charter, including the rules for the distribution of votes at the general meeting of participants, the principles of participation of partners in the company’s profits, the procedure for participants’ withdrawal from the company and conflict resolution, as well as many other essential conditions. Few people remember the charter while things are going well, but inattention to detail and a formal approach can significantly complicate and shorten the life of your business, or even become a breeding ground for abuse by unscrupulous investors.

2. The investor does not become a member of the LLC

Not every entrepreneur is ready to share the management of their project. In this case, the solution may be debt financing from an investor who agrees not to interfere in the operating activities of the startup.

Providing investments in the form of a loan

The investor can provide an interest-bearing or interest-free loan - it all depends on your agreements. The amount is returned, as a rule, in a lump sum after a long period of time (2-3 years).

Securing investments depends on the risks of the project and the requirements of the investor. In practice, most often a pledge of intellectual property (for example, programs, inventions, know-how) and shares in an LLC is used as collateral for loan repayment.

To ensure that money is spent efficiently, the loan agreement may provide for the condition that the borrower use the funds received only for certain purposes (targeted loan). This condition also presupposes the investor’s control over the expenditure of funds. If the money is spent inappropriately, the investor may demand early repayment of the loan with interest. The forms of control and the repayment procedure are agreed upon in the loan agreement.

Combined investment scheme

Its essence is that the investor provides a loan for a share in the company in the future. This is a modern way of investing that takes into account the interests of the startup and the investor equally.

The flexibility of this scheme lies in the fact that the preliminary agreement for the purchase and sale of a share in the LLC is subject to execution only upon the onset of the so-called suspensive condition- usually after the startup reaches breakeven. The terms of the loan agreement will be similar to those discussed above.

Possible options for the investor to exit the startup - at the actual cost of the share or through repayment of the loan (interest on the loan) - are fixed in the charter when the contract is executed.

This scheme is similar to convertible notes, popular in Silicon Valley, through which a startup receives financing with the right of the investor to convert the debt into company shares in the future, taking into account a risk discount. In this case, the size of the investor’s shareholding will be proportional to the ratio of the amount of his loan to investments in the next round of investment.

The combined scheme takes into account Russian realities to a greater extent (for example, the peculiarities of an LLC, where there are shares, but no shares), however, it requires assessing the value of the company in a preliminary agreement long before the events occur.

What is important to remember when entering into a relationship with an investor?

Whether an investor insists on a particular form of investing or not, be careful when choosing it, especially if you are dealing with a non-professional investor who is investing occasionally or for the first time.

Remember that when there is a team of professional lawyers on the investor’s side who are experienced in formalizing relations with startups, they work in the interests of the investor. Therefore, at a minimum, you should play it safe and involve an independent legal expert who will check all documents to ensure that your interests are met.

We hope that this information will help you understand a complex and important issue. For our part, we will be happy to help if you decide that you need live consultation.

Sooner or later, the investor faces the question of obtaining the status of an individual entrepreneur or LLC.

Investing is a business, which means that an investor is faced with a question that is relevant for every businessman: should he register as a individual entrepreneur, or open a limited liability company. The advantages and disadvantages of both forms of doing business can be debated, but there are some facts that speak in favor of both.

By acquiring official status, you will receive the following unconditional bonuses:

— you will not worry about restrictions on input and output amounts when paying taxes;

— obtain proof of legal income;

— receive the status of an entrepreneur, which will be an order of magnitude higher than the status “ individual».

Features of obtaining official statuses

It is known that many entrepreneurs, trying to make their lives easier, prefer the practice of obtaining the status of an individual entrepreneur under a simplified scheme. Its main advantage is the payment to the state treasury of only 6 percent income tax. This procedure also implies a limit on the size monthly profit. This means that exceeding the profit limit entails a completely different tariff.

There is an opinion that an investor starting to work with the status of an individual entrepreneur, or an LLC form, must first of all transfer the funds to be invested to the current account of the newly created individual entrepreneur or just open society with limited liability. This is supposedly done in order not to arouse suspicion and questions about where such a significant amount of money came from from an individual.

Experienced investors answer this as follows: if you regularly and on time pay taxes on the investor profit received, the origin initial capital It’s unlikely that anyone will remember. The exception will be the starting amount, calculated in tens or hundreds of millions of rubles.

Opening an LLC

Investor experts say that opening an LLC will certainly involve complex and extensive accounting, and you will also need outsourcing (accounting support), for which you will have to pay. In addition, withdraw funds for own needs will be a problem, and taxes will be higher.

Another camp of investors, on the contrary, claims that opening an LLC is quite simple, and in this case, problems with regulatory authorities arise much less often. In addition, unlike the case of an individual entrepreneur, in which all property will have to be held accountable for errors, the LLC option presupposes the presence of a special authorized capital. Wherein tax schemes in both cases they turn out to be approximately equal.

Individual entrepreneur registration

Reporting in in this case they promise a simpler one (especially when switching to a simplified scheme). Thus, once a year you will need to pay a 6 percent tax on incoming payments and make fixed payments (they are sent to off-budget funds) once a year. Thus, taxes will not depend on the amount of profit.

In this case, the definition of what income is (incoming payment) is of particular importance. The fact is that a 6 percent tax presupposes the receipt of income from business activities. If the income came from a transaction that the entrepreneur made as an individual, it will be taxed at a 13 percent rate. Income from interest on bank deposits assumes a 30 percent tax, and the tax on dividends will be 9 percent.

Other opinions

And yet, there are investors who believe that the problem of choosing between an individual entrepreneur and an LLC does not make sense at all. From their point of view, it is not worth registering in one capacity or another, since in Russia (for example) the investment sector has not yet been sufficiently developed (especially the Forex exchange). However, this investor “column” recommends first getting at least some kind of advice on such a controversial issue.