Features of conclusion and sample of a civil law agreement

The GPC agreement is an alternative to an employment contract.
It can be property, for the provision of services and the production of work. A civil contract is beneficial for the employer: there is no need to pay vacation pay and sick leave. For violation of contractual relations, you can receive a fine of up to 100 thousand rubles. The relationship between an employer and a specialist can be concluded not only under an employment contract, but also under a civil law agreement (GPC, GPD). In some cases, the latter is more profitable than the former. In order to properly formalize the working relationship, it is necessary to understand the essence of the agreement and its main differences from the labor agreement.

Definition and types

A civil law contract is an agreement between two parties to secure between them certain rights and obligations (Article 153, paragraph 1 of Article 154, paragraph 1 of Article 420 of the Civil Code of the Russian Federation). The form of the document is regulated by the Civil Code of the Russian Federation. The parties do not enter into an employment relationship, and the employee is not registered as a member of the organization.

GPC agreements are different and each has its own specifics. According to their purpose they can be divided into:

• property (inheritance, donation, transfer, purchase and sale, etc.);
• provision of services when the result does not have a tangible form (rent, transportation, consultations, training);
• carrying out work, the result of which can be “touched with your hands” (contract for repairs, construction, design, surveys).

To the point. Rules for concluding an equipment purchase agreement.

In practice, the following GPAs between organizations and individuals are popular:

1. When concluding an agreement for the provision of paid services, the contractor undertakes to complete certain actions, and the customer undertakes to pay for them within the period specified in the document. Such agreements are governed by the general provision of Art. 702-729 Civil Code of the Russian Federation. For example, this could be an agreement for the provision of services of an accountant, translator, consultation and legal support.
2. The contract obliges the “mercenary” to complete the work according to the assignment by a certain date, and the customer to accept the result according to the acceptance certificate and pay for it (clause 1 of Article 702-703, clause 1. Article 705-706, clause 1 Articles 708-709, 711, paragraph 1 of Article 720 of the Civil Code of the Russian Federation). An agreement can be concluded when it is necessary to repair rented premises, vehicles, assemble equipment, sew suits or work clothes.
3. An agreement to perform a work of authorship contains an obligation to create a work of art, literature or science on a tangible medium and transfer it to the customer as a property. The latter, for his part, must accept and pay for the author’s work according to the conditions specified in the contract.

Note. The subject of a civil agreement is always the result of the order, and not the labor process itself, and therefore it is concluded for the performance of a certain amount of work, which, as a rule, is one-time. After the completion of the work, the contractor's obligations to the customer cease.

What is a GPC agreement

A civil law contract is a unique subtype of all kinds of contracts, in which the two parties consider the results of certain actions, and also resolve issues of property relations purely at the civil level, i.e. they are in no way related to labor proceedings of various kinds.
The legislative framework:

1. In this type of contract, the parties are a strictly defined type of person, for example, the customer and the contractor providing the services, and there may also be a legal entity-citizen interested in this type of contract. All this is very precisely supported by Article 702 of the Civil Code of the Russian Federation.
2. If we look solely through the prism of the status of both parties completing the normative direction of the transaction, then they are absolutely equal in rights at the legislative level , this is carefully explained to us by paragraph 1 of Article 1 of the Civil Code of the Russian Federation.
3. As mentioned earlier, the meaning of this contract lies in the final result that the contractor presents to the customer. If everything is done in the best possible way, then the contracting person accepts the work, and also pays for the work strictly on time without any delays (clause 1, Article 702 of the Civil Code of the Russian Federation), and the contractor is relieved of all responsibility for what is done. (Clause 1 of Article 408 of the Civil Code of the Russian Federation).
4. It is worth noting that this agreement also provides for the connection of additional workers from the subsidiary company ; you also need to remember that no additional payment is made by the customer for people hired as part of an increase in the workforce (Article 706 of the Civil Code of the Russian Federation).
5. A person hiding under the guise of a customer bears full responsibility to the direct contractor for the possibility of missing out on profits , all this is maximally supported by Chapter 25 of the Civil Code of the Russian Federation, the contractor bears absolutely the same responsibility for the work performed, one might say, this dependence is directly proportional between both parties.

Thus, from all of the above, we can draw an important conclusion that the main collections of the legislative framework are the Civil Code of the Russian Federation, in particular Chapter 25 and certain types of articles; they are treatises of rules for the parties.

The main differences between GPD and labor

When concluding a contract, it is important to understand that it cannot be used when hiring full-time personnel. Otherwise, there will be a clear substitution of working relationships, which entails the responsibility of officials.

An employment contract is an agreement between an employer and an employee, in which the former undertakes to assign certain tasks to the latter in accordance with labor legislation. The specialist undertakes to perform the functions assigned to him in accordance with internal regulations and work standards.

As a rule, the employment contract does not specify the period for which the employee is hired. It defines the duties that the employee must regularly perform within the allotted time. The employer must create the necessary conditions for the implementation of official functions.

Unlike an employment contract, work under the GAP must be completed by a certain date.
The contractor provides himself with the place and necessary tools, unless otherwise provided by the agreement. Table 1. The main differences between a GPC agreement and a labor agreement.

Sources: Civil and Labor Codes of Russia.

By the way. If a lease agreement or transfer of rights to property is concluded, the customer does not make insurance transfers (Letter of the Federal Tax Service dated June 25, 2018 No. BS-4-11/12184).

Features of a civil contract with a legal entity

If we compare this type of contract with the one already described, then, de facto, there are no significant differences. The principle laid down by the state in this type of agreement is the same for any person; it differs only in the small individual properties of each of them, since all the nuances in the sphere of individuals have already been mentioned, it is necessary to touch upon such an area as civil agreements with legal entities.

• The most common feature is that this agreement can often be used for the purpose of hiring cheap labor, because in this case it is easier to hide the traces of the fact that the GPA is used instead of a banal employment contract (the act is quite loyal to emigrants, this allows it to be used for selfish purposes) ;
• It is worth noting that this agreement is also used for so-called money laundering. Naturally, all this is criminally punishable, but it is not always possible to identify such people. So be careful.

Sample:

Agreement No. 42949 City of Astrakhan

LLC "LEOL" is represented by the "customer", namely Kiryaev Pavel Petrovich, the contractor is Full Name: Monomakh Vladimir Yakovich

Passport details: 3493 343947

Accommodation: Astrakhan, Andrei Pervozvanny street, building 5.

1. The matter of the contract.

The contractor performs a task that has been fully discussed with the customer; the task itself is the construction of a bathhouse based on a wooden frame.

1. A. Services will be provided exclusively from 04/31/10 to 05/30/10.
2. B. Everything is discussed in advance, after signing the contract document, work should begin.
3. B. The Contractor cannot act as any person who is predisposed in the activities of LEOL LLC.
4. Obligations of the parties.

The primary task of the employee/contractor is to complete his work, delivered directly by the customer, with maximum quality and on time.

The customer, in turn, undertakes to pay wages on time for the work performed by the contractor, as well as to provide the equipment necessary for the employee.

3. Remuneration.

The full price of the services performed by the employee: 3,400,000 thousand rubles, 450,000 thousand are paid monthly, taking into account the general personal income tax (13%).

4. Responsibility.

The liability of both parties is governed strictly by the civil code of the Russian Federation, which provides for the precise examination of each legal entity for money laundering or illegal use of foreign nationals in the field of workers.

What you should pay attention to when drawing up a contract:

• Carefully monitor the regime that will be established in the future.
• The most important fact is compliance with salary conditions.
• The period for which the agreement takes place.

Who can work under GPC and who can’t

The agreement is concluded between the constituent entities of the Russian Federation, government agencies, legal entities, individual entrepreneurs and individuals. All of them can be both customers and performers.

To the point. Details about the legal status of individual entrepreneurs.

The GPA concluded with the “physicist” attracts special attention from regulatory authorities. Such an agreement requires clear execution and correct wording. For example, it would be imprudent to call the customer an employer and the contractor an employee. In this case, the GPA can be regarded as a disguise of labor relations for the opportunity to save money and evade taxes.

Benefits for the employer

In some situations, it is beneficial for a company to enter into a GPC agreement with a “physicist” rather than a labor agreement.
For example, if the work does not require the constant presence of staff in the office. These could be programmers, advertisers, accountants, consultants, translators. For repairs, cleaning the territory, transporting goods, it is more profitable to conclude civil contracts with the performers. The benefits of such agreements are presented below. Table 2. Differences between the terms of civil and labor agreements and labor agreements for an employee

Sources: Civil, tax and Labor codes.

Let's consider the possible savings for the employer when concluding a GPC agreement with staff.
Table 3. An example of calculating the amounts of expenses for employers when drawing up various agreements (rubles).

As a result, the company will save on one employee for the year an amount equal to 10% of his salary if he enters into a GPC agreement with him instead of a labor agreement. This is provided that the employee never goes on sick leave or goes on maternity leave during the year.

The note. It is better to have workers involved in production, as well as financially responsible persons, on staff. Here there are working relationships that are regulated by labor legislation.

Risks for the company and employees

An organization that has entered into a GPC agreement with a contractor may be accused of violating labor laws if regulatory services find signs of labor in such relations. The contract will be requalified, additional contributions to the Social Insurance Fund will be calculated, and penalties will be paid. The manager will face a fine for an offense and incorrectly submitted reports.

In Art. 5.27 of the Code of Administrative Offenses of the Russian Federation defines administrative responsibility:

• for individual entrepreneurs – from 5 to 10 thousand rubles;
• for company managers – from 10 to 20 thousand rubles;
• for organizations – from 50 to 100 thousand rubles.

For the contractor, registration of the GPD is unprofitable if he actually solves problems for regular staff. In this case, the employer wants to hide the employment relationship and save on insurance and social contributions. A citizen is deprived of the benefits entitled to him by law:

• paid vacations and sick leave;
• overtime pay for work on weekends and holidays;
• compensation upon dismissal.

The victim has the right to file a lawsuit to have the relationship recognized as an employment relationship.

When concluding a GPA, the contractor runs the risk of not receiving payment for part of the work if the customer unilaterally terminates the contract. Then the executor will receive the money only through the court, proving that the contract was terminated without reason.

When civil law can be recognized as labor

To prevent inspectors from accusing an employer of violating the law, you should know the criteria by which the existence of a working relationship with a specialist is determined. They are listed in the very concept of “labor relations” in Article 15 of the Labor Code of the Russian Federation.

A GPC agreement will be subject to requalification if it contains for the performer:

1. A permanent salary was assigned.
2. A job function that must be performed regularly is indicated.
3. The schedule has been determined.
4. Organized workplace.
5. There are interactions with regular staff.
6. There is no set completion date for the tasks being performed.
7. A bonus is given.
8. Leave is provided.

A more precise distinction between an employment contract and a civil law contract was made by the Supreme Court in its ruling dated January 14, 2019 No. 5-KG 18-259.

Features of a civil contract with foreigners

1. There is no need to submit all kinds of documents from a foreign person (of course, if the foreigner has been living in the Russian Federation for a long time), as well as from the immediate supervisor to the tax office (since just recently there was a small change in the Civil Code of the Russian Federation). You just need to notify the migration authorities, this greatly simplifies the entire process as a whole.
2. If you hire a foreign person, then you should take into account his skills and his future activities, for example, the person involved in the work path has several higher educations and is a master of his craft, then you will need to collect a number of documents, from a visa to evidence of the education received.

Sample civil contract:

Agreement No. 6334 City of Mariupol 12/09/12

IP "Kenya" hereinafter referred to as the "customer", whose image is represented by Michael Giordano and contractor Full name: Kolyshkin Petr Ivanovich;

Passport details: 328434987429;

Lives: Mariupol, Tserkovnikov Street.

The general matter of the contract.

The employee, according to the agreed assignment with the customer, provides: Construction services for shower rooms at the Milord Hotel.

1. A. Services will be provided exclusively from 12/12/12 to 12/30/12.
2. B. Everything is discussed in advance, after signing the contract document, work should begin.
3. B. The contractor may act as an agent of the customer, but not as a person. He does transactions and all sorts of things, in strict order, himself.
4. Obligations of the parties.

The primary task of the employee/contractor is to complete his work, delivered directly by the customer, with maximum quality and on time. Also, all kinds of expenses associated with the employee’s stay in the territory where the agreed services are provided, he pays independently.

The customer, in turn, undertakes to pay wages on time for the work performed by the contractor, as well as to provide the equipment necessary for the employee.

Salary.

The full price of the services performed by the employee: 100,000 thousand rubles, 20,000 thousand are paid monthly, taking into account the general personal income tax (13%).

Payment for the order itself must take place no later than ten calendar days, and the contractor, in turn, is obliged to provide an extensive report no later than three calendar days after delivery of the order.

Responsibility.

The liability of both parties is strictly regulated by the civil code of the Russian Federation.

Features when compiling

Considering what should not be written in a civil law agreement, so as not to introduce signs of an employment contract, it must reflect:

• the period for which the work must be done;
• the full amount of the fee for the entire volume of the order, and not in parts;
• the acceptance certificate as the fact of the end of the agreement;
• termination of relations between the parties after completion of the specified scope of work.

Information. In fact, the contract for the provision of services is a one-time contract when there is no need to hire a new specialist on staff.

Peculiarities

After familiarizing yourself with the legislative basis, you can draw small conclusions regarding the positive features of the contract between individuals, which will clearly show a number of advantages of this civil offer between similar contracts; these features can be described as follows:

• In a civil contract, payment is made solely for the quality of the final result. This point is beneficial to both parties, since the customer can count on the perfect execution of his work, and the employee will do everything conscientiously, resulting in an increase in the quality of all kinds of buildings in the future.
• Both parties have absolutely equal rights; this is one of the fundamental features of the agreement relative to other acts. Everyone is obliged to listen to each other's reasoned questions without abuse of authority.
• When choosing this agreement, you do not need to worry about paying sick leave, etc. this issue is simply excluded by the Civil Code of the Russian Federation.
• If, under the terms of the contract, something is being built , then the Civil Code of the Russian Federation provides for the independent purchase of the necessary materials by the contractor using the funds allocated to him.

After some employers learn about such peculiar features, many of them begin to evade the law and disguise employment contracts as civil law ones. Now specialized bodies have begun to suppress this in every possible way, so that unkind entrepreneurs will receive a fine of a large amount.

civil contract form in MS Word format.

Taxation nuances: individuals

When concluding an agreement between an organization and an individual, the company must withhold personal income tax of 13% of the payment amount for the work performed and transfer it to the budget (Letter of the Ministry of Finance dated 03/09/2019 No. 03-04-05/12891).

For example, the amount of remuneration under the contract was 20,000 rubles. The customer withheld 13% - 2,600 rubles. and paid the contractor 17,400 rubles.

To the point. Independent calculation of income tax from salary.

Standard tax deductions also apply in the case of GPA. The contractor with whom the GPC agreement has been concluded must write an application addressed to the head of the company to provide him with the required benefits in accordance with Art. 218 of the Tax Code of the Russian Federation and provide receipts for expenses incurred. For example, this could be a deduction for the purchase of real estate, tuition fees, expenses for maintaining dependents, or receiving medical services.

With insurance premiums in the case of GPD, the situation is as follows:

• Contributions for compulsory pension and health insurance are calculated in the general manner, as in the case of an employment contract (clause 1 of Article 420 of the Tax Code of the Russian Federation).
• For the period of temporary disability and maternity (VNiM) when concluding the GPA, contributions for payments are not accrued (clause 2, clause 3, article 422 of the Tax Code of the Russian Federation).
• Accident insurance is provided only if it is provided for by the terms of the contract (Clause 1, Article 5 of Law No. 125-FZ of July 24, 1998).

Contributions to insurance funds are accrued and paid only upon signing a contract and for the provision of paid services. If we are talking about concluding a lease transaction or a cash loan, then such payments are not accrued and are not made (clause 4 of Article 420 of the Tax Code of the Russian Federation). For “mixed” contracts, in terms of remuneration, the amount should be divided into two lines - taxable and non-taxable.

What documents does the contractor need when entering into an agreement with a legal entity?

When drawing up an agreement between an organization and a “physicist”, you must provide:

• passport (other identity document);
• TIN;
• SNILS;
• diploma of education (if the specifics of the work require certain knowledge).

A work book is not needed, no entries are made about the GPC contract. The original documents remain in the hands of the owner and are not transferred to third parties. They will only be needed to enter his data into the work agreement. The agreement is drawn up by hand and certified by signatures on all sheets, and a seal is affixed if available.

Prerequisites

The GPC agreement is characterized by freedom in establishing its conditions (Article 421 of the Civil Code of the Russian Federation). A properly drafted agreement reflecting all the necessary nuances will ensure that the interests of both parties are respected. Such an agreement will give confidence in the protection of the rights of both the customer and the contractor when carrying out business activities.

The GPA is drawn up in writing and must contain:

• document name, number, date;
• full details of the contracting parties;
• subject - what is agreed upon and what the “mercenary” must do for the customer, the amount of work and its quality;
• conditions for implementation - location, provision of source material, tools;
• contract value, form and terms of payment;
• the amount of personal income tax withheld if one of the parties is a tax agent for the other;
• deadline for carrying out and completing the work;
• order acceptance procedure;
• liability for failure to fulfill the terms of the agreement, the procedure for changing them;
• signatures of both parties and seals.

The obligations of the customer and the contractor under the GPA, which they bear to each other for the proper fulfillment of the terms of the agreement, are regulated by Chapter 25 of the Civil Code of the Russian Federation, paragraph 1 of Art. 393 Civil Code of the Russian Federation.

A sample civil law agreement between an LLC and an individual for 2021 can be downloaded here.

Basics of compiling a GPA

First, it is worth understanding that a civil contract (hereinafter referred to as the civil contract) is an agreement between persons, that is, between legal entities, individuals or legal entities with individuals. In this article we will look at the process of concluding and features of a civil contract with an employee as an individual. The basic rules for concluding a contract are specified in Art. 421 of the Civil Code of the Russian Federation, it follows from this article that the agreement is concluded in a free form, that is, any clauses can be indicated in it, unless otherwise provided by law.

Civil contracts are concluded regarding:

• Transactions with property (barter, donation, purchase and sale):
• Performing work or providing services.

But one way or another they are concluded according to similar rules; in such an agreement these points should be stated:

• Name and details of the parties (be sure to indicate your passport, personal account number)
• Subject of the agreement (for example, name of services)
• Terms of the contract

IMPORTANT! It is extremely important to indicate specific deadlines for completing the work, because this clause distinguishes the GAP and the employment contract, that is, based on the norms of the Letter of the Federal Tax Service of the Russian Federation for Moscow dated December 25, 2007 N 21-11/123985, it should be emphasized that it is the result that is paid work, not its process.

• The cost of the work carried out, the method and procedure for their payment
• Rights and obligations of the parties (including the condition on the accrual or non-accrual of contributions for injuries)
• Procedure for receiving results

REFERENCE! According to the resolution of the Federal Antimonopoly Service of the Russian Federation dated October 1, 2009 in case No. A70-6574/2008, in order to prove payment for the result and not the process, a work acceptance certificate is mandatory.