Working group (economy)
A joint venture (often referred to as Argentina , often in construction JV for short) is a merger of several legally and economically independent companies for the joint execution of a project .
Joint ventures are most commonly found in construction , but are not limited to this area. Companies operating in this sector are often responsible for the overall creation of a (construction) project. The order volume and / or the diversity of the work can reach a size that cannot be managed economically by a single company or at which the client wishes the risk to be spread over several companies.
Types of consortia
According to the composition of the shareholders
Horizontal working group
Several companies from the same field of activity join forces, e.g. B. several civil engineering companies form a consortium for a large road construction.
In the construction industry, a consortium is usually concluded on the basis of the model consortium contract, which is issued by the Central Association of the German Construction Industry and the Central Association of the German Construction Industry . The agreement, which has been in place for decades, is explained in detail in an extensive commentary.
Vertical working group
Several companies from different areas of activity are joining forces, e.g. B. a civil engineering company, a building construction company, a building services company and an expansion company form a joint venture to erect a turnkey building.
After the organization of the study group
Real working group
The service is provided directly by the working group. To this end, the shareholders bring their workers, equipment and capital into the joint venture. The consortium itself hires the additional staff it needs and procures additional equipment and construction materials. She concludes all subcontracting agreements herself. Purchased items become joint property of all partners. It finances itself with the contributions of its partners and the down payments of the customer. She keeps her own bookkeeping. The partners receive payments only to the extent that the partners decide on distributions.
Fake working group or umbrella working group
In the umbrella working group, the order to the working group is divided into individual service areas (lots). These are then passed on by the working group to its members within the framework of subcontracting contracts.
After the external appearance of the working group
External company
As a rule, the working group is an external company, as it enters into a contractual relationship with the external client and external contractors. For public contracts, the relevant regulations in Germany and Austria expressly regulate that the working group acts as a contractor.
Domestic society
In the case of private contracts, the working group can also act as a purely internal company if only the partners appear externally.
Legal treatment
In terms of company law, a working group is a company under civil law .
Tax treatment
Income taxes
Members of a working group remain independent of income tax, provided that their sole purpose is the fulfillment of a single contract for work or services ( Section 180 (4) AO, Section 2a GewStG).
In other cases, the income of the partners is determined uniformly and separately for the working group as a partnership . The income must then be taken into account proportionally when determining the taxable income of the shareholders. The consortium itself is then subject to trade tax .
value added tax
If the working group acts externally, it is an entrepreneur within the meaning of sales tax law.
If the shareholders of a consortium of the construction industry leave the consortium for a fee for the execution of the construction contract construction equipment (equipment provision), the shareholders provide services that are taxable and subject to sales. The remuneration can also consist of an increased participation in the result of the joint venture due to the provision of equipment or if a peak settlement has been agreed between the shareholders.
If the devices are handed over to the working group free of charge, there is a non-sales taxable shareholder contribution due to the lack of exchange of services.
See also
literature
- Dirk Weitze: The working group in the construction industry: legal form and taxation Peter Lang GmbH, Internationaler Verlag der Wissenschaften 2002, ISBN 3-631-5025-32 .
Individual evidence
- ↑ Hans-Peter Burchardt: ARGE comment . 4th edition. Bauverlag, 2006, ISBN 3-7625-3608-2 , p. 1232 .
- ↑ a b c Section 2.1 Paragraph 4 UStAE
