A contract with an individual entrepreneur: what is of paramount importance? Template of an agreement with SP for the provision of services Fill out an agreement with SP.

When carrying out activities, entrepreneurs enter into a variety of contracts. These can be contracts concluded with other entrepreneurs and companies, as well as contracts with individuals who are not entrepreneurs. The contract with the individual entrepreneur, a sample of which we give below, is a contract for the provision of services.

Individual entrepreneurship contracts with individuals

One of the principles of civil law in our country is freedom of contract. For entrepreneurs, this means the right to enter into any contractual relationship within the framework established by law. We will consider what frameworks must be observed when an agreement is concluded between an individual entrepreneur and an individual using the example of the most frequently used contractual structures in practice.

Civil law identifies several types of contracts that entrepreneurs enter into with persons who do not carry out entrepreneurial activities (hereinafter referred to as citizens). These agreements include:

• retail sales contract;
• household contract;
• rental agreement;
• contract for the provision of paid services.

These contracts are public. This, in particular, means that an entrepreneur cannot refuse to conclude a contract if he has the opportunity to fulfill it. That is, refusal to conclude an agreement due to the fact that an entrepreneur does not want to serve a citizen for some reason is not allowed and can be challenged.

In addition, the terms of such a contract between an individual entrepreneur and an individual, including the price of products (works, services), must be equal for all citizens of the corresponding category. Thus, the price of a service can be different for adults and children, but it cannot be the same for one child and another for another.

Retail Sales Agreement

The Civil Code for retail sale and purchase provides for special provisions (Articles 492 - 505 of the Civil Code of the Russian Federation). An individual entrepreneur enters into a sales and purchase agreement with a buyer who purchases goods for personal needs, not related to entrepreneurial activity. The contract is public, therefore, if the goods are available, the entrepreneur has no right to refuse to conclude it.

For this contract, Art. 492 of the Civil Code of the Russian Federation established the rule that he is a prisoner from the moment of issuance of a sales or cash register receipt or other document confirming payment for the goods.

Household contract

In the Civil Code, special rules for household work are provided for in Art. 730 -. Such contracts are concluded by individual entrepreneurs with citizens to perform work for the personal and consumer needs of the customer. A wide variety of work is performed on them: shoe repair, apartment renovation, furniture manufacturing, plumbing work, etc. The consumer contract is public.

Contract for the provision of paid services

Household services (dry cleaning, cleaning, laundry, hairdressing, etc.) are provided under this contract. The rules for the provision of such services are governed by Art. 779 - 783 of the Civil Code of the Russian Federation, Decree of the Government of the Russian Federation of 15.08.1997 No. 1025, which approved. Rules of consumer services in the Russian Federation.

According to the specified legal acts, this agreement is classified as public. The contract must be in writing. In this case, the requirement for the form is considered fulfilled if the consumer of the service has been issued a receipt, cashier's check, ticket or other document.

Service agreement with individual entrepreneur (sample)

Rental agreement

In the Civil Code, rental is specially assigned to Art. 626 -. Only movable property (bicycle, sports equipment, equipment, etc.) is rented out. Such an agreement must be in writing. The contract is classified as public. Property under a rental agreement can be provided for a period not exceeding a year.

A contract between an individual entrepreneur and an individual entrepreneur for the provision of services is signed between the customer and the contractor, on the basis of this agreement, the first party instructs the second to provide the service and pays for it, and the second provides the service prescribed in the agreement, receiving money in return.

This contract is paid and bilateral, drawn up in writing, taking into account all the requirements of the current civil legislation, one copy for the customer and the contractor.

The parties can sign such an agreement only if they come to an agreement on all its essential terms.

If you plan to conclude an agreement on the provision of services with another individual entrepreneur, then it is imperative to include in it the details provided for such agreements.

The main components of this document can be found in the table.

What you need to know when drawing up a service agreement

An individual entrepreneur wishing to conclude an agreement on the provision of services applies to an individual entrepreneur who provides such services to everyone. A potential counterparty is provided with a sample contract for the provision of a certain type of service. It is possible to make corrections and additions to this document until it is signed.

It will not be superfluous to study the relevant section of the Civil Code, which regulates legal relations in the service sector.

Before signing the agreement, you need to make sure that it contains:

• the amount of the deal;
• term;
• subject of the agreement.

If this agreement does not contain these conditions, then it is invalid for the reason that its parties did not agree on the essential conditions.

On the video about the execution of the contract

So, an agreement for the provision of services between two individual entrepreneurs is no different from similar transactions concluded between other business entities. It contains all the same details as a regular contract for the provision of various types of services. The requirements for concluding similar agreements established by the Civil Code also apply to him.

There are several types of contracts with an individual entrepreneur (IE), and the rules for filling out a specific sample depend on the party concluding the agreement.

Any form of cooperation between an LLC and an individual entrepreneur must have an appropriate paper document - in most cases, an agreement is concluded according to a specific model. The specific type of contract depends on the type of transaction between organizations:

• rent;
• supply;
• contract.

Both firms can provide each other with any services that are not prohibited by law:

• delivery of employees and / or cargo to any point;
• courier and postal services;
• settlement services (accounting);
• maintenance of technical objects;
• provision of facility security services;
• search activity;
• garbage removal, cleaning of the territory and maintenance of order and many others.

NOTE. Before concluding any contract with an LLC, it is better to play it safe and request documentation that confirms the fact of the legality of the registration of the company (Charter, extract from the Unified State Register of Legal Entities, tax documents).

Samples of contracts with individual entrepreneurs have standard forms that can be modified in accordance with each specific case. Regardless of the specific type of transaction and the services provided, the document always contains several sections:

1. Preamble (date, place, name of the contract, names of the parties with details).
2. A subject with a detailed description of the essence of the agreement.
3. The rights of the parties in connection with the agreement, as well as their mutual obligations.
4. Procedure for validity and termination of the contract.
5. Transaction amount, payment procedure.
6. Other typical points (what responsibility the parties bear, additional conditions, signatures).

In some cases, when concluding a particular transaction, it is important to take into account a number of specific features:

1. V lease agreement it is better to draw up a detailed inventory of the objects and property transferred for lease - usually for this, a separate act of acceptance and transfer of property is drawn up, which refers directly to the main contract (that is, it is an integral part). Separately, such an agreement provides for the rights and obligations of the tenant to use the property, the timing of payment, as well as the minimum time frame within which he is obliged to warn the lessor that he intends to terminate the agreement.
2. Delivery contract is concluded between an LLC and an individual entrepreneur most often, since it is this transaction that provides for the purchase of goods. Therefore, it is important to separately provide for the conditions and terms of the return, as well as quality requirements, a fee for a possible forfeit. If the parties have been cooperating for a long time and already trust each other, then invoices can also be paid electronically: this condition should also be specified in the contract separately.
3. Signing work contract involves the provision by one party for the other of a specific activity (service) for a fee. Sometimes the parties draw up another type of contract, which is called the provision of paid services. A detailed description of the differences between these documents is given in the corresponding section. Regardless of the type of document, the agreement is considered officially completed only after the signing of a special acceptance certificate.

Employment contract with individual entrepreneurs

The legislation describes several requirements for the content of an employment contract, regardless of who exactly is the employer.

The document must contain the following information:

1. Place of work. In this case, it is important for the employee to pay attention to the fact that only one object is indicated as the area of ​​work. Despite the seeming obviousness of this point, in reality entrepreneurs can indicate different addresses, assuming that, if necessary, they will be able to oblige the employee to work there for several days. Therefore, before signing, you need to carefully study all the details.
2. The responsibilities of the employee - i.e. all his functions that he must perform at work.
3. An indication of the day from which the citizen must begin to perform his duties (the first working day). This is also quite an important point - in many cases, entrepreneurs organize unpaid internships, training courses, etc. for candidates for a vacancy. Therefore, it is necessary to specifically determine from what day labor, and not civil relations, begin.
4. Remuneration - the size of the salary, tariff or hourly rate, possible bonuses, bonuses, coefficients that are set in connection with the unfavorable climate of the region.
5. Schedule of work, the number of hours per shift, the number and procedure for assigning days off.
6. Social guarantees - payment for the provision of vacation pay, as well as sick leave.
7. Requisites of the parties - for individual entrepreneurs, the TIN must be indicated.

NOTE. Sections of the contract may have different names, but if any of these clauses are missing in terms of content, then the employment contract with the individual entrepreneur loses legal force.

Often, employment contracts also contain additional clauses that describe in detail the working conditions, the presence and characteristics of the probationary period, as well as requirements for non-disclosure of commercial or state secrets, etc.

At the same time, labor contracts, as usual, are divided into fixed-term and unlimited, which is also spelled out in the document. A sample of a typical contract between an individual entrepreneur and an employee is presented below.

In some cases, it is more profitable for an entrepreneur or employee to conclude not an employment contract, but a so-called GPC (civil law) contract. Generally speaking, the employment contract presupposes the emergence of labor legal relations between the parties, and the GPC - civil ones. This greatly affects the legal consequences, the peculiarities of the documentation and the forms of interaction between the parties. A visual comparison of both documents is presented in the table.

An expert's comment on the differences between these documents can be seen here.

Thus, the GPC agreement is more focused on the very results of activities, on the quality and timing of their implementation. At the same time, the employment contract pays a lot of attention to the schedule, days off, work and rest hours, and also provides for all social benefits to the employee.

Individual entrepreneur agreement with an individual

Civil contracts that an individual entrepreneur can conclude with a private citizen (and not with an individual entrepreneur, company, LLC, etc.) include two types of documents:

1. Work agreement.
2. Contract for the provision of services for a fee.

Despite the similar purpose of these documents (the provision of a certain service for a fee), there are several significant differences between them, which are presented in the table.

Thus, from a legal point of view, construction contracts and paid services differ significantly. At the same time, the parties cannot arbitrarily choose one or another type of agreement, since they are concluded depending on the specific types of activities that a private citizen carries out in favor of an individual entrepreneur.

These agreements are signed in cases where it is obvious that a citizen will not cooperate with an entrepreneur for a long time, and this is only a one-time provision of a service for a fee. In this case, the document has a number of advantages over an employment contract:

• no need to start a work book;
• there is no need to make mandatory contributions for an employee;
• vacations or sick leave are not paid.

That is, there is no labor relationship between an individual entrepreneur and an employee - we are simply talking about the provision of services within a certain period of time. The only downside is that the entrepreneur is obliged to pay the tax, because he acts as an intermediary between the state and the employee who, thanks to the individual entrepreneur, gets the opportunity to earn money. If the contract for the work or the provision of services is concluded with an LLC, such tax is not paid.

In the work contract, it is imperative to clarify:

1. Information about the parties.
2. The cost of the work, and in what time frame it must be completed (including taking into account delays due to objective circumstances).
3. A clear description of the types of work, quality requirements, as well as the procedure for accepting work (indicating the need to sign the relevant act).
4. Mutual obligations, guarantees and responsibility to each other and to the law.
5. The procedure for terminating the agreement and the procedure for resolving disputes out of court.
6. Signatures of the parties, date and place of registration of the document.

A sample contract with an individual entrepreneur is presented below.

Currently, individuals can easily implement various and other regions of the Russian Federation. Having decided in which direction to develop, people should think about their organizational and legal status. If they do not plan to enter the world of big business, then they should conduct commercial activities in the status of individual entrepreneurs. The procedure for state registration of an individual entrepreneur is quite simple, but it requires a lot of time and effort from a person. That is why the majority of Russian citizens apply to legal offices that open a turnkey IP.

In the course of a conversation with a client, a narrow-profile lawyer can say, or what the size of the full package of documents required to start a business will be. By choosing to open a turnkey business, an individual will receive a seal, a bank account and certificates confirming the fact of its registration with the Federal Tax Service and non-budgetary funds.

What documents should an individual entrepreneur have?

Individual entrepreneurs, due to their specific status, can act differently in each specific situation. Despite the lack of the need to keep accounting records, individual entrepreneurs are required to draw up a large number of documents that are also present for legal entities. When concluding contracts, individual entrepreneurs must use the data specified in the constituent documents. Each individual entrepreneur has the right to carry out commercial activities only in the presence of all constituent documents. If at the time of the conclusion of the transaction, the businessman does not have them, then in this case his activities will be recognized as illegal.

On the basis of what should an individual entrepreneur act when concluding contracts and other important documents?

The package of constituent documents of an individual entrepreneur has been simplified. It is formed as follows:

1. Certificate of state registration, which gives an individual the status of an individual entrepreneur. To receive it, a Russian citizen must write an application, attach to it a copy of the passport and identification code, as well as a receipt confirming the fact of payment of the state duty. This package of documents is transferred to the state registrar - the Federal Tax Service at the place of registration.
2. Certificate of registration as a tax payer.
3. Extract from the unified state register of individual entrepreneurs, which contains all the data of the entrepreneur.

Advice: a package of constituent documents of an individual entrepreneur can be supplemented with a certificate of a VAT payer. This form of taxation is chosen by those individual entrepreneurs who are on a common system and plan to cooperate with legal entities.

How can an individual entrepreneur conclude a contract with an employee?

Each individual entrepreneur who plans to use the labor of hired workers must conclude contracts with all individuals. Legal regulation of labor relations is a requirement of Federal law. Also, the concluded agreement will help the entrepreneur to resolve all disagreements that have arisen with his employee regarding the organization of working conditions and the procedure for paying wages.

When drawing up an employment contract, an individual entrepreneur should pay special attention to the following nuances:

1. This document is concluded for a certain period and is signed by both an individual entrepreneur and his employee.
2. To draw up an employment contract, an individual entrepreneur uses data from his constituent documents and the passport of an individual who he employs.
3. The contract describes the main points regarding the organization of working conditions, specifies the size and procedure for payment of wages. The rights and obligations of the parties are discussed separately.
4. The employment contract is drawn up in duplicate. In this case, all the requirements of Article 57 of the Labor Code of the Russian Federation must be observed.

Advice: an employment contract concluded between an individual entrepreneur and an individual, executed in an improper way, can be recognized as valid if the employee has begun to perform his professional duties with the knowledge of the employer.

The procedure for concluding an agreement between LLC and individual entrepreneur

When concluding agreements with business partners, individual entrepreneurs are not required to use standard contracts. Despite the absence of the need to conclude standardized documents, individual entrepreneurs must still follow certain rules and follow what is indicated in the text.

In accordance with the regulations of the Federal legislation of the Russian Federation, individual entrepreneurs must indicate all their details in contracts. Without fail, such documents shall reflect:

• state registration number of the individual entrepreneur;
• name of the authority that issued the certificate of state registration;
• date of issue of the certificate;
• identification tax number;
• legal address (if an individual entrepreneur has a separate mailing address, it must also be indicated in contracts);
• the number of the current or card account, the bank in which the individual entrepreneur is serviced;
• the form of taxation used by the entrepreneur;
• activity codes.

Advice: legal entities or individual entrepreneurs who have entered into contracts with individual entrepreneurs can check on the official website of the Federal Tax Service whether such an entity is really registered and what type of activity it is engaged in.

The procedure for concluding an agreement between an individual entrepreneur and an individual entrepreneur

Today, individual entrepreneurs are increasingly choosing individual entrepreneurs as contractors. When concluding business agreements, they do not always constitute contracts, thereby violating the regulations of the Federal legislation of the Russian Federation. In order not to have problems with the tax authorities, entrepreneurs must document every transaction they make.

The contract drawn up between individual entrepreneurs must contain all their details. In this case, individual entrepreneurs should take into account the following nuances:

1. An individual entrepreneur is indicated in the contract on one and the other side.
2. The content of the contract must be directly related to the commercial activity carried out.
3. Despite the fact that the contract is concluded between individuals, its purpose is to obtain material or property benefits.
4. In addition to the details, the subject of the contract must be indicated, as well as the exact amount of money that one party will have to pay to the counterparty. The timing of settlements is necessarily agreed, and the amount of penalties for violation of payment discipline is indicated.
5. The contract should describe possible force majeure situations that may affect the performance by the parties of their obligations.

All details, as a rule, are indicated at the bottom of the contract, after which a place is allocated for the signature of the individual entrepreneur and their seals.

Conclusion of an agreement by the director on behalf of the individual entrepreneur

Each individual entrepreneur has the legal right to hire a director who, on his behalf, will conclude agreements with business partners and monitor the work of the workforce. The individual entrepreneur concludes an employment contract with the applicant for this position, which clearly stipulates the powers of the manager. In parallel with the contract, a job description is drawn up, which will further regulate the powers and obligations of the director. In order for the manager to represent the interests of an individual entrepreneur in all instances and conclude contracts with counterparties on his behalf, a general power of attorney is issued in his name. This document is drawn up for a specific period and must be certified by a notary office.

When concluding agreements with business partners, in addition to the main details, it will be necessary to indicate:

• Full name of the head;
• general power of attorney number;
• the date of issue of the document on the basis of which the individual represents the interests of the individual entrepreneur.

A copy of the general power of attorney must be attached to the contract. Despite the broad powers of the hired manager, the individual entrepreneur will bear the ultimate responsibility for all concluded transactions. He may be relieved of responsibility in the event that the tax or law enforcement authority proves the guilt of an employee who has committed an administrative or criminal offense, having in his hands a general power of attorney from an individual entrepreneur.

Advice: A sole proprietor may not hire a director to handle specific legal transactions. If he cannot personally perform certain actions related to the conduct of business, he has the right to issue a temporary power of attorney for one of his employees.

Despite the simplified accounting procedure, an individual entrepreneur, in addition to a director, can also hire an accountant. A narrow-profile specialist will fill out the primary documentation, keep accounting registers. The help of an accountant is especially necessary for those entrepreneurs who do not know, or another type of tax. If an individual entrepreneur does not want to introduce an additional staff unit, he can contact a specialized firm on issues related to tax and accounting. An outsourcing company can provide a wide range of services to individual entrepreneurs on an ongoing basis. Their staff includes both accountants and lawyers who can take over the support of transactions, drafting and concluding contracts on behalf of the client. Accountants of an outsourcing company can draw up reports for individual entrepreneurs, check primary documentation, fill out accounting registers, conduct an audit of activities, etc.

Does the individual entrepreneur have to indicate in the contract on the basis of which document he works?

When drawing up contracts with counterparties (it is not so important whether they are legal entities or individuals), individual entrepreneurs should be guided by the norms and requirements of the Federal legislation of the Russian Federation. In accordance with the regulations of the Federal Law, individual entrepreneurs are obliged to indicate the number of the certificate of state registration in contracts. In the first section of this document, an individual entrepreneur indicates that he carries out his commercial activities "on the basis of a certificate ...". Thus, he confirms that he is legally doing business. By the number of this certificate, counterparties can always identify the identity of the IP partner.

What should individual entrepreneurs remember when concluding contracts with individuals and legal entities?

Before concluding an agreement with any counterparty, an individual entrepreneur must check his tax status with the Federal Tax Service. To do this, you need to go to the official website of the tax service and enter the OGRN, TIN or OGRNIP into a special window. In just a few seconds, all information of interest to the entrepreneur will be displayed on the monitor screen. It is extremely important to carry out such a check for those business entities who, according to the terms of the agreement, will have to transfer an advance payment or 100% of an advance payment to the counterparty's account.

If the counterparty offers to an individual entrepreneur to sign his own version of the contract, then before certifying this document, you need to carefully read its clauses. Sometimes a secret meaning is laid in the text of the agreement, because of which the individual entrepreneur may have problems in the future. Also, the counterparty can make mathematical mistakes that can bring additional costs to the entrepreneur.

When concluding an agreement with a counterparty, each individual entrepreneur must ask him for copies of constituent documents, especially a certificate of the tax system used. The presence of such documents will allow you to avoid, when checking, disagreements with representatives of regulatory authorities who are looking for any clue for calculating fines.

Advice: all contracts concluded with business partners and employees must be filed in separate folders and kept by the individual entrepreneur throughout the entire period of work.

Every individual entrepreneur must use constituent documents in the course of commercial activities. He receives the main certificates in the process of state registration as an individual entrepreneur. Other documents are issued to him when registering with the supervisor. The constituent package must also include all documents related to the opening of a current or card account of an entrepreneur. It is worth noting that when contacting various authorities, an individual entrepreneur may also be asked for a lease agreement for the premises in which he carries out his commercial activities. That is why it is more expedient to include such an agreement in the package of constituent documents.

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Having in hand all the documents regulating the activities of individual entrepreneurs, you can conclude any contracts with counterparties, hire individuals, lease fixed assets, etc. When drawing up such agreements, individual entrepreneurs must necessarily indicate data from the constituent documents.

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The Supreme Court upheld the tax claim and recognized the contracts of the company with the individual entrepreneur as labor contracts. As a result, one company was charged additional taxes and now it must comply with the labor code, although it entered into contracts for the provision of services. According to the documents, she paid the individual entrepreneur for services, but for the tax authorities it turns out that she paid salaries to employees. And that means income tax and fund contributions.

All individual entrepreneurs and those who work with them under civil law contracts need to be more careful. Maybe tomorrow the tax office will come to you and say that you are not a customer and a contractor, but an employer and an employee.

What was the matter there?

One company has contracts with nine entrepreneurs. For many years they have been providing various services: recycling scrap metal, repairing cars, keeping records and doing logistics.

Ekaterina Miroshkina

economist

No one wrote a job application, asked for sick leave, or went on vacation. There were no work books and staffing tables. Each entrepreneur paid for himself a single simplified tax and fixed contributions. It is legal.

But then the tax office came and said: you are not all entrepreneurs, but employees. And the firm actually works with you to save on taxes. And you, too, want to save on taxes, and contracts as individual entrepreneurs were concluded formally.

Each entrepreneur explained that he does not want to conclude an employment contract, works for himself and generally against labor relations with his business partner.

The firm also explained that it cannot pay personal income tax for individual entrepreneurs who are on simplified taxation and want to work under a civil law contract. And even if he wants to, these 13% will have to be withheld from entrepreneurs who absolutely legally and officially pay 6% to the budget. That is, this will not affect the company's expenses, and people will receive less than they should, and it is not clear why.

The tax authorities fined the company 280 thousand rubles and charged almost 800 thousand rubles in penalties. The statute of limitations for some fines has passed, but the penalties were ordered to pay. And the company must also withhold additional income tax from entrepreneurs. If it doesn't work out, the tax authorities will charge you. It was decided not to take into account the fact of payment of a single tax on a simplified basis.

On what basis did the tax authorities recognize the contracts as labor contracts? So is it possible at all?

According to the law, a civil contract can be recognized as a labor contract. This is done at the request of the employee, on the basis of the order of the supervisory authority or through the court. The labor inspectorate can apply to the court in order to calculate additional payments, benefits and allowances. Or, for example, the tax one: it wants to collect income tax, insurance premiums, penalties and fines.

According to the law, it is impossible to conclude civil law contracts instead of labor contracts. If the parties understand in advance that they are not a customer with a contractor, but an employer and an employee, they are obliged to conclude an employment contract.

If the court agrees with the tax authorities, the contract for the provision of services is recognized retroactively. And taxes and penalties will be charged additionally for the entire period of cooperation with such an entrepreneur. The entrepreneur himself will also be in trouble.

Does it mean that any civil law contract can be recognized as a labor contract?

No, not everyone. An employment contract has formal signs that the tax office is looking for and the court takes into account.

A contract with an individual entrepreneur can be recognized as a labor contract if this entrepreneur:

• performs the same duties every day;
• receives a fixed or hourly wage every month;
• involved in the production process;
• does what a person in a specific position in the staff should do: accountant, driver, logistician or shop worker;
• works where the company is located and uses its equipment;
• adheres to the work schedule;
• bears financial responsibility.

And most importantly, an individual entrepreneur under a civil law contract works for his own benefit in order to make a profit himself. And the employee under the employment contract fulfills the duties so that the company receives the profit.

This is a rough list. They can also take into account the testimony of witnesses and any other evidence. If the tax authorities suspect that the company has disguised labor relations under an agreement with an individual entrepreneur, then it will go to court and charge additional taxes to all participants in the clever scheme.

I am an entrepreneur, I pay 6% of my income and I don’t want problems with the tax. What should I do?

Make contracts correctly. Do not use templates from the Internet and carefully describe the tasks you perform. Try to exclude the signs by which the contract can be recognized as labor. If you can't do it yourself, contact a lawyer.

The tax office and the court are examining all the circumstances. In the described situation, only one person was officially registered in the company, and reports for all individual entrepreneurs were submitted simultaneously through one data operator.

If you work with several companies, provide them with different services and receive payment to your current account at different times, most likely you are not in danger.

But if you have one regular customer who transfers payment on a monthly basis under a perpetual agreement, the tax office can find fault. In fact, you don't have to break anything: it just so happens that you serve one large project, refuse other orders and do the same work for a fixed amount. This is legal: you have the right to work as an individual entrepreneur and not pay personal income tax. But, perhaps, you will have to prove your case in court.