How to launch a marketplace

Elena Mashina

Launching a marketplace involves choosing the key characteristics of your model. These features are reflected in legal issues as well. Therefore, there must be an integrated approach when launching. Legal aspects are associated with many industries: civil law, tax risks, and more recently, it is necessary to take into account the status of aggregators from consumer protection legislation. You can read about what you should pay attention to when launching a marketplace in our article.

Contents:

Choosing a marketplace operation scheme

1) Decide on how the marketplace works (who accepts money for the goods, who stores the goods, how the delivery takes place, etc.)

The first thing that needs to be done before launching the marketplace is to determine the actual processes, since the legal registration of the relationship will depend on them.

First, it is worth deciding which model your marketplace will belong to:

The second global question is what the marketplace offers (goods, works or services) and how they are rendered: online-to-offline or online-to-online. At the same time, in the second option, offline interaction is possible, but not essential, for example, delivery of goods.

Then you can move on to specific aspects.

First, it is worth choosing who accepts the money for the product: they go directly to the seller or through the marketplace as an intermediary.

Second, the organization needs to decide how the marketplace gets its rewards. If funds pass through him, can he withhold them as a commission. If the cost of goods, works, or services is high, the commission model is usually inappropriate. Other options include:

Pay per ad
Membership fee
Payment from one of the parties, if the marketplace is responsible for finding a counterparty. For example, a customer places his order and pays for a publication, while the marketplace selects the required performer.
Pay for advanced features, such as promoting your ad.

Thirdly, an important issue for all parties is the delivery of goods, in particular, who should organize it and who pays. The marketplace will take over this function only after thinking over the supply chains, or it is necessary to localize trade in cities.

Fourth, you need to decide who stores the goods until the time of sale. The sellers themselves or the marketplace organize warehouses and, in this case, thinks over the logistics. This leads to the question of responsibility for the safety of goods.

What does the marketplace work scheme affect?

Marketplace responsibility

The shape of the marketplace and its involvement in the process affects its responsibility. In 2019, the first regulation of the activities of marketplaces appeared, which assigned certain responsibilities to them.

First, the Consumer Protection Law contains a definition of a commodity aggregator. These include organizations that simultaneously provide the following functions to the consumer:

familiarize yourself with the seller's offer to conclude a sales contract / service contract;
conclude an agreement with the seller within the marketplace;
pre-pay for the goods / services to the owner of the aggregator.

The presence or absence of the aggregator status does not depend on the organizational form.

Therefore, if the marketplace falls under these conditions, it will be liable for losses due to inaccurate information about the seller.

The second important aspect of the responsibility of the commodity aggregator is the return of the prepayment to the consumer no later than 10 days, if

Pre-payment for the goods was received from the buyer to the settlement account of the aggregator;
The goods were not delivered to the buyer on time;
The consumer has notified the seller about the refusal to perform the contract.

Thus, if the marketplace accepts funds to its account, then it will be liable for violation of the term for the transfer of goods to the consumer.

Choosing a legal form for the marketplace

The most common organizational forms for starting work are individual entrepreneurs and a limited liability company (LLC). The main differences are as follows:

LLC is an independent legal entity that has its own property. Individual entrepreneur is the status of an individual, and there is no clear distinction between the property necessary for entrepreneurial activity and personal property. In practice, this means that the participants of the LLC are responsible only within the limits of their shares, in contrast to the sole proprietor;
If the marketplace is established by several persons, then the only possible form will be LLC, since an individual entrepreneur is an individual status;
LLC is obliged to keep accounting records, unlike individual entrepreneurs;
LLC enjoys great confidence among counterparties.

Thus, it is more profitable for a growing marketplace to open an LLC. The peculiarity of the marketplace is the large number of interactions with consumers and suppliers. Considering that LLC has informal advantages, this form seems preferable.

Another organizational form can be compared with an LLC - a joint-stock company, primarily a non-public one. If the members of the LLC own shares, then the authorized capital of the JSC is divided into shares. In general, the activity of a JSC is complicated by a large number of formal procedures.

Marketplace documents

The launch is also impossible without the preparation of corporate documents. Along with the charter and basic documents, there should also be documents related to the specifics of the marketplace's activities:

This work of the platform, therefore, it is impossible without the privacy policy and user agreement
Marketplace is a type of electronic commerce (e-commerce), therefore, some documents must be developed in connection with the risks of financial activities.

You can read more about the documents for the marketplace in another article "What documents does the marketplace need".

Thus, the launch of a marketplace is associated with the choice of the very model of work. This includes questions ranging from the participants for whom the platform will be created, and ending with ways of monetization. It depends on these settings how the company's profit will be calculated and what responsibility will be borne to buyers. If you have any questions or you need help with legal support for the launch of the marketplace, please contact A4 Law Firm lawyers.