Regulations on verification of counterparties: sample. Documenting relationships with counterparties. Reducing the risk of additional tax liabilities and conducting on-site tax audits. Reducing the risk of claims against officials Tax authorities will demand carefully

Yuri Alexandrovich Lukash

In civil law, a contract is an agreement between two or more parties aimed at establishing, changing or terminating civil rights and obligations. This is a written, dated and signed agreement between two or more parties that defines any arrangements regarding the scope of work, responsibilities and financing. The basis of the contract can be the research protocol.

The term “agreement” also denotes a civil legal relationship arising from an agreement, as well as a document that sets out the content (conditions) of an agreement concluded in writing.

The conclusion of an agreement allows taking into account the peculiarities of the relationship between the parties, coordinating their individual interests, and also creates legal guarantees for its participants: unilateral changes in the terms of the agreement are not allowed, and their violation entails the obligation to compensate for losses caused.

The agreement is widely used in foreign trade, where it is usually referred to as a contract. There are the following types of contracts. Consensual, for which the agreement of the parties is sufficient, and real, for which, in addition, the actual transfer of property that is the subject of the contract is necessary (for example, transportation, loan).

The rules on bilateral and multilateral transactions provided for in Chapter 9 of this Civil Code of the Russian Federation apply to contracts.

The general provisions on obligations (Articles 307–419 of the Civil Code of the Russian Federation) apply to obligations arising from an agreement, unless otherwise provided by the rules of this chapter and the rules on certain types agreements contained in the Civil Code of the Russian Federation.

For contracts concluded by more than two parties, general provisions about the treaty apply if this does not contradict the multilateral nature of such treaties.

Most contracts are paid: each of the parties to the contract receives one benefit or another: property, money, services, rights.

An example of gratuitous contracts could be donation, gratuitous storage, etc.

Depending on the nature of the legal consequences generated by the contract, a distinction is made between final and preliminary contracts. The final one gives the parties rights and responsibilities aimed at achieving the goals that interest them, and determines all the terms of the contract.

A preliminary agreement gives rise to an obligation for the parties to enter into an agreement in the future or additionally agree on some of its terms (quantity, price, etc.). Such agreements are often used in foreign trade.

An agreement in which essential terms have been agreed upon, but less important ones remain open to discussion or are not specified, is considered open.

If a contract contains several obligations independent of one another, it is called divisible, otherwise it is called indivisible.

The contractual process begins with sending the other party a proposal to conclude a contract - an offer. Agreement with an offer is called acceptance (see acceptance), and its receipt is considered the conclusion of a contract. The latter is also possible by signing a pre-prepared text by the parties.

According to the form of conclusion, contracts are divided into simple and notarized.

In case of non-fulfillment or improper fulfillment of the contract, the parties bear civil liability, consisting of payment of the penalty provided for by law or contract and compensation for damages caused, which general rule does not relieve one from the obligation to fulfill the concluded agreement in kind, i.e., in accordance with its terms.

The word "contract" in English language used in connection with intrastate agreements and other types of contracts, except interstate ones. The equivalent of an international treaty is the word “treaty”.

A well-established system of contractual work at an enterprise is one of the foundations of the legal stability of a business, since it can prevent unnecessary errors and misunderstandings that constantly divert the human and financial resources of the organization, and therefore will help avoid the occurrence of many legal disputes.

There are several reasons for the emergence of litigation, such as:

– dishonesty of one of the counterparties under the contract;

– business crisis of one of the counterparties;

– incorrect interpretation of legislation, contract provisions or legal terms when signing a contract;

– presence of a legal “hole” in the text of the agreement;

– incorrect execution of documentation confirming the execution of the contract by the parties.

In the first case of the cases listed above, a preliminary thorough check of the new counterparty (checking the statutory documents, powers of the persons signing the agreement, request balance sheet etc.) and maximum protection of interests when signing the first contract (100% prepayment or, conversely, pre-delivery).

In the second case, a well-developed credit policy can play a positive role.

Cases three through five require a well-constructed contractual document flow system. This system consists of many aspects: from the development of standard forms of contracts most adapted to the type of activity, clientele, business methods, business processes of the organization, organization of document flow, and to training the organization’s personnel in the basics of legal literacy within the scope of job responsibilities, development of job descriptions.

Unfortunately, work with contracts and contract documentation is often entrusted to employees for whom this work is not typical (sales managers, project managers, accountants and even secretaries), and since this work for them is an addition to the main one, for which there is already enough If the workload within the direct competence is high, then, of course, the quality of contractual work suffers as a result.

Many heads of organizations have the belief that two honest people can do without the help of a lawyer, without the detailed development of an agreement, without precise execution reporting documentation. However, the idea does not appear that these two honest people understood each other differently. But even if this does not happen, then we should not forget that in any agreement there is always an invisibly present third party in the person of a tax official, and the simplest mistake in contractual work can lead not only to a tax dispute, but also to the initiation of a “tax” criminal case, which can significantly reduce the organization's reputation in the eyes of partners.

By the way, there are often cases when, having already handed over to a lawyer primary documentation to file a claim, the organization discovers that the documentation it has created is of such low quality that it does not have any evidentiary value.

Incorrect execution of documentation confirming the fulfillment of obligations under the contract is very common - for example, an organization enters into a completely high-quality contract, after which it ruins an excellent initiative in the bud by issuing certificates without indicating the cost of work, not formalizing the transfer of developed documentation, not formalizing or incorrectly formalizing the transfer materials to subcontractors, etc.

Competent work with contracts facilitates planning and, as a result, accelerates the turnover of funds and reduces receivables.

The creation of a contractual work system can be divided into several stages, such as:

– survey of business processes and methods of the enterprise. At this stage, special attention should be paid to existing problems, legal disputes, and claim correspondence;

– development of contract forms and reporting documentation, based on the specifics and characteristics of the organization’s activities and its relationships with counterparties;

– development of an algorithm for contractual document flow in connection with the creation, adjustment, conclusion and execution of contracts. At this stage, the areas of responsibility and competence of the manager, accounting, secretariat, commercial directorate, executive staff and other departments are determined;

– development of work and job descriptions for contract work;

– briefing of personnel involved in contractual document flow;

– audit. At this stage, the correct operation of the system is checked, problems and roughness are identified.

– consulting.

Creating, debugging, checking work, and improving the system for working with contractual documentation require the involvement of qualified lawyers - it is much more profitable to prevent errors than to correct them.

Unfair behavior during pre-contractual negotiations

In accordance with the Civil Code of the Russian Federation, it is possible to impose pre-contractual liability on an unscrupulous party only in certain situations. Thus, in case of dishonest behavior of one of the parties, which led to the invalidity of the concluded agreement, pre-contractual liability arises in the event of the invalidity of the agreement concluded under the influence of delusion, deception, violence, threat, malicious agreement of a representative of one party with the other party, an agreement concluded under a combination of difficult circumstances, a contract concluded by an incapacitated person or a person unable to understand the meaning of his actions or manage them. The second type of pre-contractual liability (occurring in the event of failure to conclude an agreement) applies only in the absence of a response to the protocol on disagreements when concluding a supply contract, in case of evasion from concluding the main contract in the presence of a preliminary contract or other obligation to conclude an agreement, in case of evasion of state registration or notarial contract certificates

One of the methods of protection is to assign pre-contractual liability to the party that misled the other party at the negotiation stage. For example, Art. 178 of the Civil Code of the Russian Federation establishes that a transaction concluded under the influence of a mistake can be declared invalid, and the mistaken party has the right to demand from the other party compensation for real damage caused to it if it proves that the mistake arose through the fault of the opposing party. If the error did not arise through the fault of the counterparty, then the erring party itself is obliged to compensate the other party for the real damage caused to it.

One of the special cases of recognizing the liability of a party that behaves in bad faith at the pre-contractual stage is declaring the contract invalid and imposing the obligation to compensate for losses on the party that deceived the counterparty during negotiations. According to Article 179 of the Civil Code of the Russian Federation, a transaction made under the influence of deception can be declared invalid at the request of the victim. The victim is compensated by the other party for the actual damage caused to him. When analyzing this basis for pre-contractual liability, the most important thing is to decide what is considered fraud. Typically, deception is understood as providing false information about the circumstances of a transaction or facts that are significant for one of the parties when concluding a transaction (which such party informed the other party about). It is more difficult to determine whether failure to disclose information (for example, failure to report circumstances that have changed from those previously announced by a party) should be considered fraud.

A special basis on which a party participating in negotiations may be paid compensation in the event of improper behavior of the second party are the rules on unjust enrichment (Chapter 60 of the Civil Code of the Russian Federation). Most often, the issue of return of unjust enrichment arises when, during negotiations, one party discloses to the other party certain information of commercial value, and the second party, having received such information, continues to use it after the termination of negotiations that did not lead to the conclusion of an agreement. IN in this case the information was obtained lawfully (since it was disclosed by the owner of the information of his own free will), therefore, the general grounds for a person’s liability for obtaining information by illegal means are not applicable. The obligation to return unjust enrichment is not a subtype of pre-contractual liability, but can also be used by the injured party to return property received or saved at its expense.

Criteria for the reliability of the contract

When concluding a transaction, any organization always strives to initially ensure the highest possible reliability of relations with the counterparty, since this is a guarantee of a successful commercial transaction.

In this regard, several criteria for the reliability of the contract can be identified, in particular:

– the agreement was concluded in the interests of this organization;

– rights under the contract are reliably protected, and the obligations of the counterparty under the contract are ensured by liability.

– the agreement does not contain any “pitfalls” or so-called “legal mines”.

The conclusion of any transaction and, accordingly, an agreement must be preceded by serious and painstaking work to find the appropriate counterparty, to preliminary agree on the main points of the upcoming transaction, etc.

Practice has developed the basic rules for concluding a transaction of any kind, such as:

– Initially, you need to clearly understand what you plan to get from the transaction. It is necessary to create an ideal model of the upcoming operation, determining what will follow what, what each of its participants must do and break it down into stages and terms - from the conclusion of the contract to its execution, what and how should be done at each stage, what is necessary for this , calculate the possible risk. Only after this can you clearly imagine the entire event as a whole and thereby ensure control of the situation already at the preparation stage. After this, you can begin to search for relevant potential counterparties, and later to draw up contract language, prepare necessary documents;

– it is better to prepare the draft of the upcoming contract yourself rather than entrust it to the counterparty, and thereby provide yourself with a more advantageous position compared to the future counterparty - you can formulate your terms more clearly and taking into account your interests;

– under no circumstances sign an agreement until you have read it and signed it with a lawyer. This is one of the most important rules that any entrepreneur should follow. In terms of its significance, this rule can be classified as the “golden commandment of a businessman.” Any contract is always a legal document, and it is worthless if it was drawn up by incompetent persons. The lawyer will suggest changing the wording of one or another condition, explain to you the legal consequences of certain provisions of the contract, and recommend his own version of a section or clause of the contract. Many entrepreneurs widely use in their activities various shapes standard contracts, which have recently abounded in the relevant literature. The use of standard forms greatly simplifies the process of drawing up a specific contract and allows people without special education to navigate complex legal relationships. However, it is necessary to take into account that there is no universal agreement that can completely secure any business. A contract is an individual act, and a standard form can never replace a living specialist;

– ambiguity and omissions should not be allowed in the wording of the contract. When formulating and agreeing on the terms of the contract, it is necessary to ensure the elimination of any ambiguity, vagueness, or vagueness of phrases. In a contract, every letter and every comma matters. It must be remembered that the counterparty, in the event of a dispute, will try to interpret and interpret any vague and unclear wording in its favor. Moreover, he may include in the text of the contract provisions that are difficult to understand (for example, in professional language), in which your interests may be infringed from the most unexpected side. If there are ambiguities and omissions in the wording of the contract, the question of interpretation of one or another of its provisions in the event of a dispute will be decided by the court. It may not be decided in your favor, since in accordance with Art. 431 of the Civil Code of the Russian Federation, when interpreting the terms of a contract, the court takes into account the literal meaning of the words and expressions contained in it. The literal meaning of the terms of the contract, if it is unclear, is established by comparison with other conditions and the meaning of the contract.

Prevention of errors when drawing up a contract

Correct execution and competent drafting of the contract is a certain guarantee of its implementation, while insufficient attention to its elements can lead to negative consequences.

The art of drawing up a contract consists of the ability to formulate its articles in such a way that the drafter receives significant and at the same time unnoticed advantages over the counterparty, the ability, if necessary, to make a concession in one article, and in another - to nullify it, the ability to formulate the conditions in such a way agreement so that the partner is interested in its execution.

As you know, a written agreement can be concluded by drawing up one document signed by the parties, as well as by exchanging documents. The text of such a document can be divided into three parts: the preamble, the actual text of the agreement, details and signatures of the parties. Any contract begins with a preamble, which indicates: the date and place of the contract; surnames, names and patronymics of authorized representatives of the parties, indicating their position, if the person acts by proxy; full names of the parties in accordance with the charters.

When concluding contracts, you need to pay attention to important circumstances, such as:

– whether the counterparty has the right to conclude the agreement you need,

– whether the approval of the relevant management bodies of the counterparty is required to conclude the transaction.

In the preamble, it is often necessary to provide definitions of the phenomena, objects regarding which the contract is concluded - in this case, it will be understandable even to non-specialists in the field of legal relations.

The preamble is followed by the actual text of the agreement, the basic rule of which is that the agreement does not need to rewrite the rules of law governing one or another type of agreement. Even without references to them, mandatory norms of legislation will remain in effect. However, practice shows that the parties rarely look into the current legislation, limiting themselves to viewing the agreement, therefore, in some cases, the most important points legislation may be specified in the contract.

As a rule, a business agreement can and is sufficiently drawn up in the form of a simple listing of points or systematization of the rules of the agreement into sections:

– subject of the agreement;

- duties of the parties;

– term of the contract;

– price and payment procedure;

– responsibility of the parties;

- final provisions;

- details and signatures.

All clauses (articles) of the agreement must be formulated clearly and in detail in order to exclude the possibility of dual interpretation. It should be borne in mind that subsequently, in the event of a dispute over the terms of the contract, the counterparty will try to interpret any inaccurate wording in the contract in its favor.

The definition of the subject of the contract must be brief and specific. In most cases, it is possible to cite the wording of the Civil Code of the Russian Federation for the corresponding type of contract.

By calling themselves contractor and customer, buyer and seller, etc., the parties bind their actions to the rules Civil Code RF, regulating the relevant type of agreement, which may not be included in the plans of the parties to the agreement. Let us recall that Article 421 of the Civil Code of the Russian Federation provides the right to conclude contracts not provided for by laws or other legal acts, including mixed contracts that combine features, characteristics, elements of contracts named in the Civil Code of the Russian Federation.

When formulating contract clauses on the subject matter, it is important to think through every word. So, for example, if the contractor insists on the terms “reconstruction” and “modernization” rather than “repair”, it can be assumed that he is pursuing the goal of increasing his own status and, accordingly, the cost of the work, so perhaps the contract should include a defect sheet listing specific faults that are subject to repair. The expression “the party supplies the goods” involuntarily binds the parties to the rules of supply contracts and can play a decisive role in the interpretation of the contract in court. Therefore, in some cases the wording “transfers the goods” should be chosen.

Any civil contract must contain a section on the responsibilities of the parties. When drawing up a business agreement, it is necessary to avoid phrases like “the parties undertake to properly fulfill their obligations under” since such wording does not carry any semantic meaning and only clutters the document.

The goal of the drafter of the contract when drawing up provisions on the rights and obligations of the parties should be the competent use of the dispositive norms of civil law. A number of agreements (for example, a lease agreement real estate) is subject to state registration In addition, in some cases, the parties agree to register the agreement with a notary. Then it is logical in this section to determine who exactly will handle the registration. It is also possible to provide for the obligation of the party to insure the object of the contract, for example, goods, at its own expense.

The contract must reflect all its essential terms. Particular attention should be paid to the duration of the contract and the deadlines for fulfilling obligations, the procedure for delivery and acceptance of execution under the contract, and the requirements for the quality of fulfillment of contractual obligations.

The business agreement must contain special section, dedicated to the price and payment procedure. The price can be indicated in dollars or conventional units. The main thing is that payment is made in rubles. In this case, the agreement must determine at what established rate payment will be made in rubles - at the rate of the Central Bank of Russia, MICEX, etc.

When drawing up an agreement, it is advisable to provide for the amount of value added tax. It would be ideal to indicate the price without VAT, the VAT rate, the amount of VAT and the total price of the contract (price + VAT).

In some cases (for example, in contract relationships), when signing the contract, the parties do not yet know the exact price of the contract. This problem is solved by using wording like: “For work under this contract, the Customer pays the Contractor the price determined by the estimate. The price of the work determined by the estimate is approximate. The final price payable for the work under this contract is determined in the acceptance certificate for the work performed.”

If an entrepreneur uses prepayment in relations with counterparties, in order to avoid business risks, he should use this method of securing an obligation, such as a deposit, the essence of which is that in case of failure to fulfill his obligation, the debtor pays double the amount of the deposit - a kind of fine.

Any business agreement requires a section on the responsibility of the parties, in which phrases common in practice should be avoided such as: “the parties are liable in accordance with current legislation.” It is necessary to treat the development of the provisions of the treaty under consideration extremely carefully. If one of the parties to the contract is an individual entrepreneur, it should be borne in mind that the parties to the contract may introduce guilt as a condition of the entrepreneur’s liability. Responsibility for failure by a citizen-entrepreneur to fulfill his obligations arising from commercial activities arises according to the rules on liability for entrepreneurial activity, i.e. without guilt, for the very fact of violation of the contract or causing harm. However, an individual entrepreneur should be aware that the rules on no-fault liability are optional. It often makes sense for an entrepreneur to determine the amount of penalties in a contract: penalties or fines.

It is quite logical to provide in the contract a specific list of information that constitutes a trade secret.

The parties are released from liability for non-fulfillment or improper fulfillment of obligations if such non-fulfillment (improper fulfillment) was caused by force majeure. By the way, in addition to the generally accepted ones, the contract can provide for additional circumstances that the parties consider force majeure.

The final provisions of the contract must contain rules on the duration of the contract, the procedure for resolving disputes, etc. It is advisable to establish in the contract a mandatory claim procedure for resolving disputes. This is due to the need to bear the costs of litigation (at least this is the amount of state duty), while a claim makes it possible to resolve the dispute without going to court. In this case, it is also necessary to determine how the claim will be sent and determine the time frame within which a response to the claim must be given. By the way, it seems appropriate to note that it is advisable to put the signatures of the parties on each sheet of the agreement.

Conclusion of contracts by separate divisions

The Civil Code of the Russian Federation establishes liability for non-fulfillment or improper fulfillment of obligations. The provisions of civil law on liability for violation of obligations also apply to relations arising from contracts:

– the party that has not fulfilled or improperly fulfilled its obligations under the contract (debtor) is obliged to compensate the other party (creditor) for the losses caused by this. The concept of “losses” covers actual damage and lost profits. Real damage refers to the expenses that the creditor has made and will have to make, and the loss (damage) of property. Lost profits are the lost income that the creditor could have received during the same time under comparable conditions with proper execution of the contract. Losses are determined by the prices that existed in the place and time where and when the obligation should have been fulfilled;

– in relation to a person who has not fulfilled or performed an obligation improperly, the contract may provide for the obligation to pay a penalty. If a penalty is provided for by the contract, then the losses are compensated in the part not covered by the penalty, except in cases where the contract or law provides otherwise.

If the debtor has not fulfilled or has not fully fulfilled, or has overdue the monetary obligation under the contract, then after the expiration of the period for fulfilling the contract, the same, in accordance with Art. 395 of the Civil Code of the Russian Federation is recognized as the use of other people's funds. In this case, the debtor is obliged to pay interest on the amount in excess of these funds. Interest in this case is determined based on the discount rate of bank interest that existed at the location of the creditor on the day specified in the agreement as the last day of fulfillment of the obligation. In this case, the debtor is not released from fulfilling the obligation. If the losses that the debtor caused to the creditor by non-performance monetary obligation exceed the specified amount of interest, then the creditor has the right to demand compensation from the debtor for losses in the amount exceeding the amount of interest.

The obligations of the parties under the agreement terminate after the parties fulfill their obligations under the agreement.

Preparation for concluding a contract

An agreement is a source of civil rights and obligations, regardless of whether the current legislation provides for this type of transaction or not (Clause 2 of Article 421 of the Civil Code of the Russian Federation), provided that they are not illegal.

Contractual work must meet the following basic conditions: compliance and fulfillment of legal requirements, provisions of local acts, efficiency, relevance, economic expediency, legal literacy of documents drawn up and activities carried out, financial security of projects.

All contracts must be subject to examination, including legal and economic, at all stages of work. Such examinations can be carried out on their own, involving their employees with appropriate professional training, or with the assistance of third party organizations, specializing in this area. Taken together, the examinations create the preconditions for the emergence of a contract that is comprehensively prepared for implementation. Legal examination of a document includes not only the identification of conditions that do not correspond to the interests of the represented party and the formulation of counterproposals, but also checking for compliance of the concluded transaction with the law in the broad sense of this concept. Compliance with the law means not only the existence of a contract within the framework of applicable regulations, but also compliance general principles civil legislation that does not allow the exercise of one’s rights with the intent to cause harm to another person or to abuse one’s dominant position in the market, etc. Economic expertise is also a very capacious concept and it must be carried out taking into account the structure economic science, which includes economic analysis(including financial, marketing, accounting) and planning (strategic and current).

Thus, the result of legal and economic examination of the concluded agreement becomes a legally competent, financially secure and economically beneficial agreement of the parties.

The conclusion of an agreement must be preceded by extensive preparatory work carried out by future counterparties. The correct selection of a business partner will allow you to avoid organizational or other difficulties in the relationship between the parties during the execution of the contract.

The main task at the preparatory stage of working with a contract is to obtain maximum information about the legal entity or other person with whom it is planned to conclude it.

When choosing a counterparty, you should exercise maximum caution, especially for long-term projects, investing in large volumes, and adhere to the following rules. When collecting information about a potential partner, you should act within the framework established by legislation that protects the confidentiality of certain information (representing commercial, official and other secrets). First of all, it is necessary to find out whether the person making the proposal to conclude an agreement is authorized to conduct negotiations of this kind. Next, you need to establish on whose behalf this person is acting. If it is a representative, then install also legal status represented ( entity, private entrepreneur, structural unit, etc.), organizational and legal form (LLC, AOZT, JSC, etc.), specialization.

The powers of representatives of the parties are verified by presenting relevant documents (in some cases, these are powers of attorney and identity documents, in others - charters, regulations, constituent documents). In the absence of authority to act on behalf of another person or in excess of such authority, the transaction is considered to be concluded on behalf and in the interests of the person who made it, unless the other person subsequently expressly approves the transaction.

The issue of concluding contracts by separate divisions deserves special attention, which also concerns the problem of the legal capacity of a legal entity. Separate divisions include representative offices and branches, but they are not legal entities. Heads of departments are appointed by a legal entity and act, including entering into contracts, on the basis of its power of attorney. The power of attorney must be executed in compliance with the rules established by Article 185 of the Civil Code of the Russian Federation. The power of attorney must indicate exactly what actions the manager has the right to perform on behalf of the legal entity. It should be taken into account that such a document may contain various exemptions and restrictions imposed on the actions of the head of a separate unit. For example, a contract may contain a provision that the right to enter into transactions is limited to a certain amount of the contract. In relation to contracts concluded a separate division, all the rules and requirements usually applied to the conclusion of transactions by the legal entity itself are relevant. Transactions structural unit on one's own behalf, even in one's own interests, is not allowed. In any case, the transaction must be concluded on behalf of a legal entity, otherwise it is considered void.

One of the conditions for the legal capacity of a legal entity is that it has a special permit (license), which is evidence of the right granted to it to engage in activities for which the law establishes special order. A transaction made by a legal entity that does not have a license may be declared invalid at the request of this legal entity, its founder or government agency exercising control or supervision over the activities of a legal entity, if the other party to the transaction knew or should have known about its illegality.

It is important to note that in contract work, comprehensive interaction must be ensured between the divisions of the organization that will in the future be entrusted with the execution of the contract or the functions of specialized control - accounting, financial departments, legal and contract services, and in necessary cases– production and technical, technological, etc. Of course, such activities should be headed by a manager.

If the contract provides for the implementation of any technical task, it is necessary to examine its terms from a technical point of view, which will prevent the emergence of a project, the implementation of which may be impossible due to technical inconsistency (inexpediency, impracticability, etc.).

The result of the preparatory work for concluding a contract is either a contract ready for conclusion or a preliminary agreement concluded. Before concluding an agreement, concepts such as a protocol of intent, a general agreement, etc. are often used in practice, and only by analyzing the content of these documents can a conclusion be drawn about their essence.

If the parties have prepared and signed an agreement using electronic computing technology, which uses a digital (electronic) signature system, they can submit to the arbitration court evidence on a dispute arising from this agreement, also certified by a digital (electronic) signature. If a dispute arises between the parties about the existence of an agreement and other documents signed with a digital (electronic) signature, the arbitration court requests from the parties an extract from the agreement, which should indicate the procedure for reconciling disagreements and the party on whom the burden (obligation) is assigned to prove those or other facts and authenticity of the signature. In the manner specified in the agreement, the arbitration court verifies the accuracy of the evidence presented by the parties. If necessary, the court appoints an expert examination to resolve the controversial issue, again taking into account the procedure provided for in the contract. If the agreement does not regulate these procedural issues, if one of the parties disputes the existence of a signed agreement and other documents, the arbitration court has the right not to accept documents signed with a digital (electronic) signature as evidence. At the same time, the court resolving this kind of dispute evaluates the circumstances of the case, comprehensively considering the question, including whether the parties voluntarily and with knowledge of the matter included in the contract a procedure for considering disputes and proving certain facts, whether it was imposed by one of the parties. parties to the counterparty in order to ensure only their own interests and infringe on the interests of the opponent, and taking into account this assessment makes an appropriate decision. If these conditions are violated, the transaction may be declared invalid by the court.

When making transactions, it is permitted to use a facsimile reproduction of a signature using mechanical or other copying means, an electronic digital signature or another analogue of a handwritten signature in cases and in the manner specified provided by law, other legal acts or by agreement of the parties.

A document received from an automated information system acquires legal force after it is signed by an official in the manner established by the legislation of the Russian Federation. In this case, the legal force of a document stored, processed and transmitted using automated information and telecommunication systems can be confirmed by an electronic digital signature. The legal force of an electronic digital signature is recognized if the automated information system contains software and hardware tools that ensure signature identification, and the established regime for their use is observed. The right to certify the identity of an electronic digital signature is exercised on the basis of a license.

Contract structure

The subject of the agreement must correspond to the content of the relations that it is intended to regulate, otherwise, in the event of a conflict situation, the court will resolve the case based not on the name of the agreement, but on the essence of the relations that it regulates, although the Civil Code of the Russian Federation establishes that the agreement must be interpreted literally by judges. If the interpretation does not reliably determine the will of the contracting parties, then the court proceeds from circumstances indicating the actual expression of the will of the parties, namely: pre-contractual negotiations (documented), correspondence, practices established in the relationship of the parties, business customs, subsequent behavior of counterparties ( Article 431 of the Civil Code of the Russian Federation), which is confirmed by judicial practice.

End of free trial.

The contract is a binding cut analytical accounting mutual settlements. The number of contracts with a counterparty is not limited. When working with reports on mutual settlements, you can analyze the debt as a whole for the counterparty, without detailing specific agreements. But when registering business transactions, it is necessary to indicate a specific agreement under which mutual settlements will take place at the time the business transaction is recorded. To store agreements concluded with counterparties, the directory “Counterparty Agreements” is intended, which is subordinate to the directory “Counterparties”. Let's look at its details.

Directory "Counterparty Agreements"

Details of the directory “Counterparty Agreements”

The agreement must indicate the organization, even if mutual settlements under this agreement will be carried out only according to management accounting. In primary documents, the compliance of the organization specified in the document and the organization in the selected agreement is monitored.

The counterparty is the owner of the contract.

Agreement group - indicates that a specific element belongs to the directory group “Counterparty Agreements”. For example, “Products” or “Services”.

The name of the agreement, filled in by the user in any form. It is recommended to give meaningful names by which you can guess the parameters of the contract.

Types of contracts and their features

The type of agreement in the details determines the type of relationship with the counterparty. The list of contract types from which you can select a value depends on the value of the “Buyer” and “Supplier” checkboxes set in the counterparty form. The following types of contracts are defined in the configuration:

with the supplier;

with the buyer;

with the committent;

with a commission agent;

barter;

The type of agreement affects the list of business transactions that can be executed within the framework of it. For example:

the purchase transaction of goods and materials can only be reflected under contracts of the following types: “With supplier”, “Barter”;

the operation of receiving goods and materials on commission can be reflected only under contracts of the type: “With the principal”;

This item allows, for any option of mutual settlements, more detailed detailing of mutual settlements down to the settlement documents (before the invoice, before the payment document).

Flag "Foreign Economic"

This clause makes it possible to separate contracts conducted in foreign currency only for management accounting purposes, from contracts that are actually related to foreign economic activity. This characteristic is used for the purposes of regulated accounting, since only foreign economic settlements can be reflected in accounting in foreign currency. Transactions under contracts in foreign currency without this flag cannot be reflected in regulated accounting.

Flag "Export sales"

This clause appears in the contract only if the type of contract is “With the buyer” and allows for control over receipt Money from the buyer. Those. with this flag it will not be possible to make payments via cash monetary documents, only through payment documents with non-cash funds.

Type of mutual settlements

An additional analytical feature that serves to separate mutual settlements. The value of this attribute is selected from the “Types of mutual settlements” directory, which is initially empty - users must fill it in themselves. In the future, you can separate and filter indicators in settlement reports based on the values of this attribute.

Agreement conditions

If the value "With additional conditions" is selected, it will be possible to specify additional conditions within the framework of the agreement, the meaning of which is described below.

Goods accounting

The meaning and purpose of control parameters accounts receivable and reservation parameters (on the “General” and “Goods Accounting” tabs) will be discussed further.

"Advanced" tab

On the "Advanced" tab, you define the default parameters when processing transactions under this agreement.

Price type

The attribute determines the type of prices to be automatically filled in when preparing documents for the purchase/sale of goods under this agreement. The value is selected from:

Fulfillment of conditions under counterparty agreements
Important! You cannot enter several conditions under mutual settlement agreements under one agreement that are valid simultaneously.

Tab "Discounts"
The tab is visible in the contract form for the contract types "With the buyer" ("With the commission agent"). And they reflect on it specified period and click on the "Show" button to see the current liquids for this counterparty and under this agreement. The data is inserted from the register "Discounts and markups of items"

Tab "Tax accounting"
On the “Tax Accounting” tab, the tax accounting scheme under the counterparty agreement is determined, i.e. the moment of determining the VAT tax base. The moment of determining the tax base is set separately for acquisition and sale transactions and can be selected from the following list:
- by the first event;
  on shipment;
  upon payment;
  do not define.
The scheme is separately defined tax accounting on returnable containers.

"Print" tab
On this tab, the real name of the contract is filled in, which will be reflected in the printed forms of the documents.
On the "Properties" and "Categories" tabs, you can display additional analytical characteristics for the contract.
If at any time there are posted documents in the system containing a link to the agreement, then the details of the agreement are “Organization”, “Maintaining mutual settlements”, “Currency of mutual settlements”, “Type of agreement”, “Conditions for the execution of the agreement” and “Tax accounting scheme” changing is prohibited - the system blocks such attempts.

Details of mutual settlements
Within the framework of one agreement with a counterparty, you can conduct mutual settlements:
When reflecting mutual settlements “Under the agreement as a whole,” you can generate both invoices for payment and orders, but this is not necessary, and the amount of mutual settlements under such an agreement will show the debt under the agreement as a whole - without taking into account these documents.

Under contract
This type is convenient to choose if there are no strict regulations for document flow under the contract. That is, in some cases an invoice can be created before the start of the next business transaction, in some cases an order can be created (with a reservation for the order), and sometimes a shipment (receipt) of inventory items can be made without these accompanying documents. With this approach, the first step of the operation (transaction) can be a document of any type, and therefore any type of mutual settlements “for transactions” cannot be used. Transactions are those documents that begin and, often, determine any business transaction. In a typical configuration, transactions can be goods orders, invoices for payment, and directly goods documents or payment documents.
There is no explicit recording of status for transaction documents in the configuration. In fact, a transaction becomes the document that was the first to enter the “Transaction” dimension of mutual settlement registers within several stages of one business transaction.

Conducting settlements for transactions
In a standard configuration, the following modes of conducting mutual settlements for transactions are implemented:
By order
.ў according to accounts. Here, invoices for payment act as transactions. The debt in this case will be repaid similarly to the rules described above, but within the framework of the invoice and not the order. Creating an account becomes a mandatory first step in recording transactions under such an agreement. Subsequent steps of the operation (movement of goods and money) must have a mandatory link to the generated invoice. The debt due to the counterparty will be tracked separately for each account.

By account

Maintaining mutual settlements with counterparties according to documents
When reflecting mutual settlements “According to the agreement as a whole”, “According to orders” or “According to accounts”, which make it possible to control the debt with the accuracy of transactions, it is possible to keep even more detailed records of the debt accurate to the shipping or payment documents. Moreover, the document flow in any case is determined by the method of conducting mutual settlements in the contract, but not only transaction documents, but also settlement documents (payments, shipments, receipts) will be registered as the basis for the occurrence of debt.
Payment and shipment documents contain a link to the document that formed the debt repaid by the current document. The link is reflected in the header (in payment documents) or in the tabular part (in commodity documents) of the “closing” document in the “Document of settlements with counterparties” field.
In fact, the type of mutual settlements in the agreement affects the commodity document flow used within the framework of this agreement and the filling out of mutual settlement details in documents within the framework of the agreement.
For example, invoices for payment to the supplier and invoices for payment to the buyer can be generated with any detail of mutual settlements under the contract. But if the type of mutual settlements is set to “By accounts”, then the formation of an invoice becomes the mandatory first stage of document flow. And all commodity and monetary documents generated within the framework of this account must have a mandatory link to this account (filling in the “Transaction” details).
Another example, buyer orders and supplier orders can be configured in the configuration of only that agreement, mutual settlements under which are carried out “under the agreement as a whole” or “by order”. Moreover, in the latter case, the use of orders becomes mandatory. Based on the order data, the buyer can generate an invoice for payment. Please note that the invoice is issued only to generate a printed form. And documents for shipment of goods and materials and payment should be entered based on the buyer’s order. Compliance this condition necessary for the correct use of the mechanism for reserving goods in orders and closing mutual settlements: by counterparties not only in terms of contracts, but also transactions and settlement documents. Thus, if both orders and invoices for payment can be registered at the same time, it is preferable to conduct mutual settlements in the context of orders.

Accounts receivable control
The agreement has a number of settings that allow you to specify parameters for controlling accounts receivable. In the configuration, “accounts receivable” means the debt of the counterparty to the enterprise on whose behalf the records are kept in the information base.
Important! Accounts receivable control only applies when processing commodity and cash documents online. Thus, the settings only affect documents posted in "online" mode.
The flag “Control the amount of debt, the amount is not more than...”.
This detail determines the amount of the maximum possible receivables of the counterparty under the contract. Can be used for any method of accounting for mutual settlements under a contract. Wherein:
.ў For buyers, goods can be shipped only if the receivables under the contract after shipment do not exceed the amount specified in the details. Enabling the flag and setting a zero amount for buyers means the "Ship as payment" strategy;
.ў for suppliers, payment for goods supplied can be made only if the receivables under the contract after payment do not exceed the specified amount. A zero amount when the flag is enabled for suppliers means the "Pay as shipped" strategy.
Flag "Control the number of days of debt, days no more..."
This detail determines the maximum number of days of the counterparty’s receivables under the contract. When processing documents, the number of days of debt is checked for all transactions within the framework of this agreement. If it exceeds the number specified in the contract parameters, the document is not posted. The parameter is used only if there is a flag "Maintain according to documents of settlements with counterparties", no matter what the mutual settlements are carried out under the agreement, order or invoice.
Flag "Keep reserve without payment for a limited time, no more than days..."
This detail determines the maximum number of days during which the “Order Closing” document will not “see” the balances of goods previously reserved under this agreement, and, as a result, will not be able to write them off from the reserve. In other words, within the specified number of days the reserve will not be considered overdue without payment.
Flag "Amount of advance payment for the buyer's order, percentage not less than..."

Monitoring the status of mutual settlements
This detail determines the percentage of mandatory prepayment for the order to authorize the shipment of the goods. It makes sense if mutual settlements are carried out “According to orders” or “According to the agreement as a whole”. Used only for settlements with customers. Shipment is permitted if the order has received the (actual/planned) specified prepayment percentage.
From the above diagram, you can understand the application of the parameters described above to the types of settlements implemented in the configuration:

Organization of accounting of internal settlements
Often, when analyzing mutual settlements between an enterprise and its counterparties, the task arises of determining whether the counterparty is an external counterparty or an organization that is part of the enterprise. Such a comparison is necessary to identify internal financial turnover between enterprise organizations.
The configuration implements a mechanism for accounting for such situations. You can record a list of counterparties that are:
.ў or organizations included in the enterprise,
.ў or employees of the enterprise.
To record the correspondence between the entries in the "Counterparties" directory and the "Organizations" or "Individuals" directories, the configuration uses the "Own Counterparties" information register.

Own counterparties
Each register entry indicates:
Relations of own counterparties
The information register is non-periodic. That is, it is assumed that the composition of one’s own counterparties is constant, and if it changes, then there is no need to track these changes.
In the future, this information is used in the processing "Batch input of documents" in case of registration of the operation "Goods for own contractors (from free balance)" and Negative balances of the organization (purchase from own contractors)". Using this processing, a sales document will be generated on behalf of one organizations and documents of receipt in the name of other organizations.The own counterparties of these organizations will be used as counterparties in these documents.
Information about the connection Organization - Counterparty - Individual is not used by configuration mechanisms.

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Classification of types of contracts

The concept of a contract is established by Article 420 of the Civil Code Russian Federation(hereinafter referred to as the Civil Code of the Russian Federation). A contract is an agreement between two or more persons to establish, change or terminate civil rights and obligations.

In civil law there are several classifications of types of contracts. The basic classification can be considered the division according to the legal nature of contracts or transactions. In addition, there is a classification according to the type of contractual obligations.

Classification of contracts by legal nature
1. Base: number of sides.
  - Bilateral treaties, where there are two sides. (Contract of sale)
  - Multilateral, in which there may be more than two counterparties. (Assignment Agreement)
2. Basis: the moment when the contract is considered concluded.
  - Consensual agreements, which are considered concluded when the parties have agreed upon all the essential terms of the contract. (Supply, purchase and sale)
  - Real, for which, in addition to agreeing on essential conditions, physical transfer of the thing that is the subject of such an agreement is necessary. (Rental, loan agreement)
3. Reason: consideration or lack thereof.
  - Compensatory agreements, under which one of the parties receives payment or other consideration for the performance of their duties. (Barter agreement)
  - Gratuitous, in which one party provides something to the other without receiving payment or other consideration from him. (Donation agreement)
4. Reason: the presence of a specific type of contract in a legal act.
  - Named contracts, the names of which are directly indicated, for example, in civil legislation. (Rent, exchange, loan agreements)
  - Unnamed, which are not specified specifically, but do not contradict the general principles of legislation and principles of law. It should be noted here that there are mixed contracts, composed of elements of named contracts. For example, a rental agreement for equipment with the supply of materials for it. If mixed contracts are regulated by legal norms that relate to individual parts of such a contract, then an unnamed contract can only be regulated by analogy with the law.
5. Reason: duration of the contract.
  - Fixed-term contracts, which determine the time of entry into legal force and the moment of termination of the agreement.
  - Indefinite, the validity period of which is not defined.
6. Basis: relations between the parties.
  - Fiduciary agreements differ in the presence of special personal relationships and trust between the parties. For example, a contract of agency. If the relations of the parties change, then either party may refuse to fulfill the contract unilaterally.
  - Non-fiduciary include other agreements.
Classification by type of contractual obligations
1. Basis: distribution of rights and obligations between the parties to the agreement.
  - Unilateral, where one party has only rights, and the other only obligations. For example, a loan.
  - Bilateral or synallagmatic, where each party has counter rights and obligations.
  - Agreements in favor of a third party, under which the debtor performs the contract not to the creditor, but to another person.
2. Reason: the main or secondary role of the agreement.
  - main contract, which contains the rights and obligations of the parties regarding the main subject of the transaction.
  - Additional or accessory, which is in addition to the main one and is inextricably linked with it. Thus, the guarantee agreement ceases to be valid if the main obligation has been fulfilled.
3. Base: subject of decoration.
  - Property contracts that are aimed at receiving or transferring material benefits.
  - Organizational, that is, forming connections between participants in trade turnover. Among such agreements are:
    1. Preliminary agreements, where the obligation to conclude the main contract is fixed and the conditions for its conclusion are agreed upon.
    2. General agreements, on the basis of which many contracts of the same type are subsequently concluded, aimed at the execution of the general agreement. It occurs in insurance organizations when the parties agree on general agreements with the terms of insurance, and then individual policyholders receive policies based on such agreements.
    3. Multilateral agreements, in which several participants, for example, partners or founders, determine the procedure for the creation and functioning of a partnership or company.
4. Reason: method of conclusion.
  - Public contract, in which one person engaged in commercial activities, is obliged to provide goods and services to any person who contacts him. Moreover, all goods and services are provided at the same prices for all applicants. When concluding such an agreement, an entrepreneur does not have the right to choose one counterparty over another. This is the type of contract that is drawn up retail or dental services.
  - Agreement of accession contains terms that are determined by only one party. They are usually presented in the form established by the party. The second party to the contract does not influence the formation of the conditions and can only accept them entirely or not. Such agreements are often found in the banking industry.
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Similar documents
Talking about different functionality standard configuration "Enterprise Accounting" on the 1C:Enterprise 8 platform, it is difficult not to note the universality of use of most of them: using the same type of documents, you can reflect transactions with various assets and using different settlement accounts. The directory Contracts of counterparties can also be called such a “universal”. But all the advantages of this directory can be appreciated only by correctly setting up the details contained in it. This article by V.N. Khomichevskaya, an independent consultant based on personal experience the author on the practical implementation of the program "1C: Accounting 8" and is devoted to the topic of the correct choice of the value of the directory attribute Type of contract, as well as the influence of this choice on subsequent work with documents of the Bank and Cash Department sections.

Contracts of counterparties

Counterparties Contracts of counterparties Contracts of counterparties.

"Agreement" to "agreement" - discord

For all its apparent simplicity, this “unpretentious” but rather “ubiquitous” reference book Contracts of counterparties, like an iceberg, contains a lot of quite important features, 9 out of 10 of which are invisible to an inexperienced user. These opportunities can become both assistants in skillful hands and obstacles in work if ignored. In this article we will try to understand these “two sides of the same coin”.

Let's start with the fact that this is not the first generation of 1C programs that uses the directory combination in a typical configuration Counterparties and its subordinate directory Contracts of counterparties. Only the composition of the details of the latest directory changes from edition to edition. The topic of this article is precisely the reference book Contracts of counterparties.

Was there a “Treaty”?

If the transition is carried out from “1C: Accounting 7.7”, then it is not particularly difficult, because the user still has familiar “reference points” (we will talk about the important nuances of such a transition below).

If the transition is carried out from a program that was once written by the internal IT service or external contractors specifically for of this enterprise(in everyday life they are called “self-written”), then often in similar programs such a concept as a “counterparty agreement”, expressed as an element of an automated system, does not exist at all. This greatly complicates the perception of the “hero” of our article by users, because in the previous system the issue of belonging, for example, payment to one or another real “paper” agreement or other basis document was often resolved by entering a text string. Of course, this form of reflection of the binding to real contract was classified as “non-algorithmizable”, and could only be processed in the mode of visual control and “hiding” of printed movements for a particular account. From an ergonomic point of view, this method is hopelessly outdated and is obviously the “day before yesterday” of the automation process itself accounting work. Not to mention such an extreme as manual “paper” accounting, including with the help of spreadsheet editors.

Therefore, if you are planning a transition to "1C: Accounting 8" from similar information systems- carefully read the capabilities of maintaining a directory Contracts of counterparties in "1C: Accounting 8" in advance, even before the question arises of transferring data (balances, opening balances) of your accounting to the new system!

An old friend with new properties

“Agreement” for users of “1C: Accounting 7.7” is a much more familiar element. Therefore, the author has repeatedly had to observe how, when switching to “1C: Accounting 8,” experienced “seven-year students” wave their hand in his direction, saying, “oh, of course, I know that...”. But this directory has “grown” along with the configuration itself, it seems to have moved to another level and is involved in solving more serious problems, so filling it out should be taken very seriously.

But what exactly has changed in it, what in it requires increased attention - we’ll talk about this now!

The agreement "under the microscope"

"Agreement" in general and "Counterparty Agreement" in the 1C language

The first thing that needs to be remembered (especially for those who are coming into contact with programs of the 1C family for the first time) is that any transactions for settlements with counterparties require a mandatory indication of the agreement.

Let's first agree on what we mean by “agreement.” Even if we do not touch upon the specifics of using the 1C: Accounting 8 program, we must say:
- about the contract as the very fact of the emergence of civil legal relations (we will introduce for it the designation “contract - relationship”);
- about the agreement as a document (usually in paper form, with signatures and/or seals of the parties), fixing these relations. Let's call it "agreement - document".
If we add the terminology of the program, then the term “Counterparty Agreement” is added - after the name of the directory, which allows us to reflect the fact of the occurrence of an “agreement - relationship”.

It should be understood that in the context of working with the 1C: Accounting 8 program, that is, with a program designed to reflect actual business transactions, we will be interested only in those “relationship agreements” and/or “document agreements” that entailed (or should entail) a change in the state of mutual settlements of one of its own organizations with the counterparty - a participant in the contractual relationship.

Theoretically, at the stage of concluding a contract, the accountant may not take part in the discussion of emerging civil law relations, although his participation may be important from the point of view tax planning consequences of future actual business transactions. But this topic deserves a separate article, as well as a discussion of the legal aspects of concluding a contract.

In this same article I would like to emphasize that “relationship agreements” (both those having a “contract-document” in the classic form, and those having the form of a simple invoice, invoice, and also not having a documentary form at all, which is allowed by the current civil legislation as an “oral form of concluding a contract”) will need to be entered into the information base at the time obligations arise when transferring goods or products, providing services or paying for these transactions. That is, to generate the required analytics - a directory element Contracts of counterparties, adequate to the content of the “agreement-relationship”. We deliberately emphasize the content part, and not the name of the agreement. Why - more on this later in the article.

The many faces of contracts

At the same time, one should also take into account the huge variety of “agreement-relations”. Let us list them as an approximate and generalized list in the form of a numbered list so that later we can analyze the capabilities of the directory Contracts of counterparties with reference to their varieties.
1. Agreements of intent- long-term contracts, within the framework of which both targeted (and also long-term) contracts and one-time business relations (purchase and sale, supply of equipment, etc.) can arise. Such agreements are characterized by the fact that they are only general, framing the intentions of the parties, and do not serve as a source of obligations for mutual settlements. Hence their often used name: “framework agreements”.
2. Long-term contracts, within which actions of the parties are not periodic, but are defined by contract (they are not tied to calendar periods, such as months and/or quarters). The subject of such contracts may be, for example, the supply/purchase of goods, products, works, services. Such agreements are characterized by the fact that the state of mutual settlements is non-periodic and depends on the fact of transactions performed by the parties to the agreement (supply of goods, provision of services, etc., as well as payments for them), reflected in the primary documents.
3. Long-term contracts, within the framework of which acts of economic activity, operations, calculations are committed with some frequency established by the contract(mostly once a month). Such contracts are characterized by the fact that obligations for mutual settlements for services arise regularly on a monthly basis (for example, payments for rental services, including for consumed public utilities, according to operator services cellular communication, Internet providers, etc.). Moreover, their monthly size can be either fixed or determined based on the consumption of services (uneven from month to month).
4. One-time "relationship agreements". They can be issued in the form of an invoice for prepayment issued by the supplier to the organization or to the buyer from the organization, a payment order, an invoice for shipped goods, a certificate of provision of services, etc.
Each of these generalized types of registration of contractual relations can be presented differently in the 1C: Accounting 8 information base. If you use the directory's capabilities flexibly Contracts of counterparties, you can significantly improve user convenience for those system operators who are, to one degree or another, responsible for the state of the mutual settlements section. It is expressed in the fact that the state of mutual settlements can be quickly monitored using standard reports, without creating unnecessary problems for one or another section of the accounting department (primarily for the bank and cash desk operators), which is important for reducing the factor of user errors.

Small props, but expensive

So, first, let's look at the form of the directory element Contracts of counterparties(see Fig. 1)*

Note:
* It is assumed that the reader is familiar with the basic methods of entering new elements into 1C: Accounting 8 directories.

Rice. 1

Field Counterparty uniquely determined by the owner of the new element. And depending on how you enter a new agreement with the counterparty into the information database (directly into the directory or through the generated document), the field Organization can be filled “by default” with different data*. Therefore, it is necessary to monitor the compliance of the data entered in them with the real “contract-relationship” or, more precisely, the “contract-document”.

Note:
* Relevant in the case of maintaining multi-company accounting in 1C: Accounting 8 (editor's note).

Index 1 in Figure 1 is intended to focus the attention of those who maintain multi-company accounting in the program (accounting for several organizations) and for whom an “agreement-relationship” arises between two organizations that are part of the holding. Even if two copies of this “document agreement” fall into the hands of a single user of the information base, then two directory elements are formed Contracts of counterparties with a “mirror” display of the names of the own organization and the counterparty (for one of the copies, one of the own organizations will be the “Organization”, the second party will be the “Counterparty”, for the other instance they will “swap places”).

Field Group of agreements can be filled or remain empty - we will consider the nuances of working with hierarchies in this reference book further.

Name of the agreement. This field of symbolic values is the field of user “creativity”. How to enter the names of contracts (bearing in mind their above systematization) is a personal matter for the organization/company whose records are kept in this information base. Do I need to use an input template (that is, enter a name according to agreed rules)? Is it only necessary to indicate the contract number? Is it necessary to indicate the brief meaning of the contract (for example, supply of goods, supply of products, provision of services, etc.)? All of these are issues of agreement between those who first enter the directory element Contracts of Contractors into the database and those who will use them! The better they understand each other in this matter, the fewer errors and the higher the level of automation of processes (however, this is typical for all reference books of the system without exception). For example, indicating the contract number using an agreed template can help in quick search or selection of a standard configuration using standard tools.

Pointer 2 in Figure 1 indicates one of the most important details directory element Contracts of counterparties. This is precisely the “little thing” that is initially not taken seriously by former confident users of 1C: Accounting 7.7 who are switching to work in 1C: Accounting 8. However, it is this field, being ignored (or rather, left with the value entered “by default” by the system itself), that becomes an object of irritation when working with some other documents, since it is an element of the selection of valid values.

Let's look at the situation using an example.

Let’s say three contracts have been entered for one of the counterparties, and Type of agreement each of them has a different With supplier, With buyer, Other). For convenience of consideration, their numbers are reduced to a combination of identical numbers (see Fig. 2).

Rice. 2

And to demonstrate the built-in selection capabilities, let’s take the document Payment order .

Figure 3 shows a document with the selected operation Payment to the supplier. Following the chain of pointers, you can make sure that for selection in the field Agreement The document algorithm establishes in this case the selection of contracts with the type With supplier, and the user is not given the opportunity to change this selection.

Rice. 3

Accordingly, if the user selects the operation Refund to the buyer, then in this case the system organizes the appropriate selection by type of contract With buyer(see Fig. 4).

Let us note in passing that in the two described cases the system selects not only contracts by type With supplier And With buyer, but also both types of intermediary trade agreements - With a commission agent And With the committent.

Rice. 4

If the agreement does not concern purchase and sale transactions, then in the directory element Contracts of the counterparty you should choose the type of contract Others. In this case, the document operation Payment order you must select the appropriate one - P Other settlements with counterparties. Then the system will again select only the necessary contracts for selection - with a view Others(see Fig. 5). Then the system will again select only the necessary contracts for selection - with a view Others.

Rice. 5

In Figures 3, 4 and 5, several more significant points are not noted - that the selection of contracts in the list for selection is carried out not only by type of contract, but also by pair Organization - Counterparty(the owner of the agreement), as well as by the selected currency of the agreement, about which a few more words will be said below.

Thus, the system helps the user if the same counterparty has several contracts various types with different own organizations, which are recorded in this information base - in the field of view of the operator (user-operator of the site Bank) unnecessary information is not included. Needless to say that all this will work “like clockwork” only if, when entering the corresponding directory element Contracts of counterparties All field values are correctly selected.

Of course, all incorrect data in 1C: Accounting, contrary to the opinion that sometimes pops up, can be corrected. The only question is how easy it is to fix, how much time and effort will have to be spent on such a correction. For example, you can “get around” the problem with an incorrectly entered contract type by selecting “for speed” another operation of the same Payment order(for obvious reasons, an example of this “workaround” is not given). But in this case, the problem will arise, for example, at the time of registration of receipt, or, on the contrary, at the time of implementation material value or services. And if at this moment you finally want to correct the mistake, it will be a somewhat more labor-intensive task, because if Counterparty agreement has already been entered into the posted document, then the system, for obvious reasons, blocks the ability to edit it.

The choice of mutual settlement option depends on the type of agreement

To correctly account for mutual settlements with counterparties, it is very important to select the correct value in the field Mutual settlements are underway(See index 3 in Fig. 1). The system allows you to choose from two options - According to the agreement as a whole And According to settlement documents. Let us recall the conditionally general classification of contracts given in the subsection “Many Faces of Contracts”. Obviously, the choice of the second option for the field value is most suitable for the second and third types of contracts, partly for the first, and is of little use for the fourth. Leaving outside the scope of the article a consideration of the possibilities of accounting for mutual settlements according to settlement documents in detail, we will dwell on only one aspect.

Accounting for mutual settlements according to settlement documents is necessary in order to see information about which of the receipt/shipment documents was paid or according to which payment document the receipt or shipment of goods, products, services was recorded. This data can be obtained from the balance sheet for certain accounts, if the possibility of conducting such mutual settlements is set in the accounting settings. However, when choosing this method of conducting mutual settlements, which is undoubtedly convenient for detailing, try not to complicate the work of the cash settlements section operators Bank. The fact is that workers in this area have to be attentive to a considerable amount of data reflected in payment orders. First of all, these are the amounts themselves and the payment details of the recipient when sending Outgoing payment order(imagine the consequences of a situation where, concentrating on choosing a mutual settlement document, the operator sends a “tidy sum” to the wrong address!). And, besides this, the operator’s field of view (and responsibility) is also a choice Type of cash flow, and much more. Multiply this by the amount bank documents, issued daily in a large company - and you will get a rather noticeable risk zone!

If the chosen operator Counterparty agreement contains an indication of the type of mutual settlements for documents, then this document will need to be indicated, otherwise Payment order cannot be carried out. And it’s good if the required document has already been entered into the information database in advance! And if not? It is no secret that the accounting department can only theoretically boast of timely, prompt data entry, and inefficiency only in a small number of cases is the fault of the accounting department. Thus, despite all the “good intentions”, receiving reports on mutual settlements in the context of documents may turn out to be a risk factor for delaying payment processing.

Therefore, the person entering the directory element into the system Contracts of counterparties, it is important to calculate not only obvious, but also hidden input parameters based on the organizational characteristics of a particular organization.

The situation with detailing mutual settlements can be significantly simplified by using the ability to build a hierarchy of directory elements Contracts of counterparties, which will be discussed in the final part of the article.

The next section of the article is devoted to another set of directory element fields Contracts of counterparties, just like the field just discussed, included in the group of details Conducting mutual settlements. Their detailed consideration is necessary because in practice it occurs a large number of errors arising from a lack of understanding of the relationship between several system objects and the organizational aspect of implementation.

How to avoid the insidiousness of “conventional units”

In this section we will talk about a couple of details Counterparty agreements - Currency And Calculations in conventional units(in Figure 1 they are indicated by pointer 4).

Obvious at first glance, in practice they are often used as their name is interpreted by the user, although this does not quite correspond to what is, so to speak, the “slang” of the 1C: Accounting program, and not in the first generation. In “1C: Accounting 7.7” this combination of details has already been used, and what is even more depressing is their incorrect use by former “experienced” users of this program, who are repeating previous mistakes in “1C: Accounting 8”.

Here we will also talk about the agreement in its two meanings: “agreement - relationship” and “agreement - document”.

So. Props Currency by itself usually does not cause any problems. With rare exceptions, users understand that here they should indicate the currency in which the “contract-document” is defined cost of the subject of the contract. However, in the “contract-document”, as well as in the “contract-relationship”, the definition of currency is not limited to this. Determined and payment currency, that is, how one of the parties to the contract will pay for the goods, products, works or services received (we do not consider the situation with barter as a derivative of two counter flows of purchase and sale relations in this article).

This is where the “tandem” of details comes into full play - Currency And Calculations in conventional units.

At this moment, one of the meanings of the term “conventional unit” begins to “cunningly” work in the user’s mind as an expression of that monetary equivalent, which, in the memory of Russian accountants, often acted as a “substitute”, a surrogate for generally accepted world currencies, especially in the turbulent times of the 90s, when the curve of changes in world currency exchange rates resembled a cardiogram of a heart with arrhythmia (which, alas, is repeated today). Then the so-called “conventional unit” (“CU”) helped out with its relative stability, determined by the parties to the contract. Moreover, “conventional units” can, in fact, be called such currencies of settlements under the agreement specifically defined by the parties as “USD at the Central Bank rate + 5%”, “EUR at the N-Bank rate” or even “unit of the bi-currency basket”. from a technical point of view (from the point of view of their use in the 1C:Accounting 8 program), the difference between such currencies and “normal” ones will only be that the user will have to maintain changes in the exchange rates of these “artificial” currencies manually, while “normal” ones can be updated automatically.

Thus, it would be absolutely natural to, for example, fill out a directory Currencies, which is shown in Figure 6.

Rice. 6

The author of this article, using numerous (alas!) examples, had to make sure that some users perceive the checkbox Calculations in conventional units as a certain affiliation with precisely such “artificial” currencies, as a result of which such “U.E.” are introduced in the Currency directory completely unlawfully (for this case).

But this one the flag has a completely different meaning. And it is connected with what is “incorporated into the program” regarding the use of both non-cash settlement accounts (51 and 52) and certain subaccounts for settlements with counterparties.

Let's consider options for combinations of values (states) of details Currency and Payments in conventional units. There are only three of them. A. The cost of the contract is expressed in rubles- the simplest option. It is quite obvious that in this case, payments under the agreement cannot be made in a currency other than the same rubles (therefore, the checkbox Calculations in conventional units not available). Therefore, for non-cash payments, account 51 will be used, and the algorithms of payment documents will check the correspondence of the contract currency to the account selected in the field Accounting account (BU). This, in turn, must correspond to the selected current account of the organization (see Fig. 7). In addition, such a combination must correspond to those accounts for accounting settlements with counterparties that do not have a currency accounting feature in the chart of accounts (see Fig. 8). How to configure such accounts for default substitution will be noted at the end of this article.

Rice. 7

Rice. 8

B. The value of the contract is expressed in any currency, and settlements under the contract are also determined in currency. In this case, any currency is selected, except for the currency of regulated accounting (rubles). With the only caveat that an organization can open a bank account in this currency (of course, in this case completely artificial “U.E.” is hardly applicable). From the point of view of payment documents, the system will check the correspondence of the contract currency Accounting account (BU) and will allow you to select as a bank account only those accounts that are open not in rubles(see Fig. 9). And as accounts for settlements with counterparties, you should select accounts with the attribute of currency accounting, for which the corresponding calculation algorithm is defined in the program - with a revaluation of currency balances (except for advances received or paid) at the end of the month by document Closing the month(see Fig. 10).

Rice. 9

Rice. 10

B. The cost of the contract is assigned in foreign currency(this time - any, except for the currency of regulated accounting, of course), but payments under the agreement are provided in rubles- this is exactly the option that sometimes causes difficulties. It is and exclusively for such a case that the position is intended established flag Calculations in conventional units! The reaction of payment documents in this case corresponds to that given in the option A. But the choice of accounts for mutual settlements with counterparties in this case should be the same as indicated in Figure 11.

Rice. eleven

Counterparties - in order - stand up!

The importance of using the “correct” (obviously provided for by the program algorithms) accounts and sub-accounts for settlements with counterparties for settlements with counterparties can hardly be overestimated, although it is in this area that complete user chaos usually occurs. This is understandable - this is where it is most difficult to break the stereotypes that have formed in our heads (sometimes from the times of Soviet accounting), especially since it is the accounts of settlements with counterparties that are least affected by innovations when changing the chart of accounts. However, the principle “I will not compromise my habits” in this case can play the same role as neglecting knowledge of the traditions of indigenous peoples when traveling to an exotic country. It’s not that I want to compare “1C: Accounting 8” with the territory of residence of the “Mumba-Yumba” tribe, far from civilization, but a certain respect for what is already inherent in this economical and universal standard solution at least reasonable. At least so that later, until you lose your peace of mind, you don’t have to look for an answer to the question: “Why didn’t this damn program overestimate the balances under the contract?”

And here we come face to face with what is the great advantage of the program. The customizability of the program is that “humpbacked horse”, by taming which you can get all the advantages and not subsequently fall into an endless series of traditional Russian questions “who is to blame” and “what to do” when analyzing the work with the program (especially if the last question arises before the balance itself).

Of course, within the framework of the article we will pay attention only to those of the numerous program settings that relate to the topic under consideration - setting up accounts for mutual settlements with counterparties. And we will consider it in the light of the fact that the vast majority of documents in the 1C: Accounting 8 program allow the user to enter and edit the corresponding accounts of future accounting entries.

This topic closely connects not only the technical aspect of the task of implementing the 1C: Accounting 8 program, but also the organizational and psychological aspects.

Judge for yourself. If, for example, the accounting department is responsible for entering documents for the receipt or sale of goods and materials or services at the enterprise, this is not so bad. There is hope that the transaction accountant will either enter or check the entered entries for compliance with the accounting “spirit and letter”.

What if the organizational document flow at the enterprise is structured in such a way that such documents are entered by managers who are as unfamiliar with the accounting slang of account codes as the language of the same Mumba-Yumba tribe? It is for this case that a checkbox has been introduced in the user settings Hide accounting accounts in documents!

Yes, but we hid them for the manager. And what? Will this save us from entering settlement accounts at all?

Not at all! Invoices will have to be entered or even corrected, which is much more labor-intensive...

Therefore, it is best to structure the reference book in advance, before entering the first documents into the program. Counterparties(specify the required hierarchy) and determine the required settlement accounts for groups of counterparties. This has to be mentioned because there may be few settlement accounts already configured even in a clean new working information base, since many accountants like to use not the subaccounts of accounts 60 and 62, but the subaccounts of account 76.

If we take into account that the directory Counterparties when maintaining multi-company accounting is uniform for use by all own organizations, then the task of setting up the register Accounts for settlements with counterparties becomes even more significant.

Without going into unnecessary comments, the author invites you to study Figure 12, an example of which shows how you can solve the problem of habitual use of accounts. It remains to add that such a setup must be accompanied by organizational measures so that transaction workers (whether accountants or managers) use strictly defined folder groups when working with certain categories of counterparties. Then the problem outlined earlier in the article will be successfully solved - right choice subaccounts for settlements with counterparties when various options combinations of the currency of contracts and the currency of payment for them.

Rice. 12

Convenience of detailing mutual settlements as a consequence of using the structure

And the last thing I would like to talk about on the topic of using the directory Contracts of counterparties. Both this and the previous article already mentioned that relationship agreements can be different, and even provided their conditionally general classification.

If you arrange for each of the “agreement-documents” and even each of the “agreement-relationships” some kind of “input control”, “sorting” (at least according to their four conventional varieties), then you can get amazing results in terms of the convenience of obtaining final data.

Let's look at a few examples.

If we have an agreement of type 3, which is characterized by the presence of a general long-term agreement and monthly, calculated actual amounts for services rendered, written out within its framework, then there are two options for reflecting such an agreement. Both of them are convenient from the point of view of obtaining both general movements and results of mutual settlements, and from the point of view of detailing these mutual settlements (say, by month).

One of these options is to use the option of mutual settlements according to documents when entering a new agreement into the information database. But we have already discussed above that this convenient option can lead to difficulties for operator operators of banking/cash operations. This directory organization can solve this problem “without loss” Contracts of counterparties, in which the main contract is entered in the form of a group element (generalizing), and settlement documents for each month are entered in the form of the actual final elements of the directory (see Fig. 13).

Rice. 13

With this setup, the work of operator operators is greatly facilitated. banking transactions(which significantly reduces the risk of their errors), but at the same time the opportunity to obtain information on calculations in any - generalized and detailed - forms is not lost. Let's look at its capabilities using the example of customization options for a standard report Account balance sheet. If in the setting (Fig. 14) the user selects the type Elements, he gets the opportunity to see detailed calculations by month if he chooses Hierarchy only- he sees only the general state of mutual settlements under this agreement as a whole. If it is chosen Hierarchy, the user will see both options at the same time - both general and detailed.

Rice. 14.

Another "little trick" using the directory hierarchy Contracts of counterparties will help you cope with another, fairly typical situation.

We have already noted above that “1C: Accounting 8” allows you to enter only one single type of agreement for one agreement - With supplier, With buyer etc.

But what about situations when the “contract-document” has a dual character? Take, for example, a lease agreement. The entire agreement reflects that, for example, the organization A rents from a counterparty B a certain block of production premises. And in this case, the relationship with B arise in A as with the supplier. But in the text of the agreement there is a separate small clause that states that if the leased item needs repairs, the lessor will carry it out on his own, after which he will issue an invoice to the tenant for the work performed. In this case, a counter situation inevitably arises when a separate clause of the contract means other relations in which B speaks in front of A already as a buyer.

How to be? After all, the relevant program documents simply will not allow you to select an agreement of the type With supplier to reflect the implementation of the service!

And here the possibility of constructing a hierarchical list will also come to our aid.

We can formalize the entire lease agreement as a group element (see Fig. 11). And within this group you will need to create two final elements of the directory - separately for relations by type With supplier and separately for relationships by type With buyer. Thus, we will solve both the problem of using standard documents of a standard configuration, and the problem of detailing mutual settlements when receiving standard reports (for example, a report Subconto analysis). A similar scheme can be applied to an agreement providing for barter payments.

As practice shows, winning a tax dispute in court is becoming more and more difficult every year. It is especially difficult for taxpayers when appealing decisions of tax authorities regarding work with controversial counterparties. It is obvious that the prospects for resolving the conflict at the pre-trial stage are more favorable. What actions does a company need to take for this and how to correctly defend its position when communicating with tax authorities?

Actions of the company before the start of a tax audit

Work on pre-trial settlement a tax dispute should begin even before receiving a decision to conduct an audit. And if we are talking about desk checks, then until the declaration is submitted.

Taking into account the provisions of Article 54.1 of the Tax Code of the Russian Federation, which has been in force for more than a year and regulates relations with counterparties according to new rules, businesses have an additional obligation. When conducting an audit, it is now necessary to prove the circumstances to the tax authority the reality of working with exactly the counterparty who is a party to the contract. Otherwise, there is a risk of receiving additional charges not only for VAT, but also for income tax.

In this regard, a preliminary analysis of tax risks is almost the only way to avoid additional charges after a tax audit. It includes studying information about the counterparty before working with him begins, as well as constant monitoring of activities at the stage of ongoing cooperation.

Judicial practice shows the following. When establishing the absence of relationships with counterparties, the tax inspectorate proves that when choosing a counterparty:
due diligence was not exercised;
there was no business purpose for the interaction;
the reality of the relationship was missing.

At the same time, reality is a sign that is especially relevant in connection with latest changes current legislation.

Reality

The company must ensure that all necessary documents for interaction with the counterparty are available. So, important have:

documents confirming the transportation of products (waybills, waybills, etc.);
documents confirming the receipt and shipment of products from the warehouse (MX1, MX3, etc.);
documents confirming the subsequent sale of products (invoices) or the use of products in production ( inventory cards etc.).?

To determine the required volume of documents, it is advisable to study the terms of contracts with counterparties for the availability of documents, the preparation of which is required in accordance with the provisions of the contracts . In the absence of such documents, the tax authority may come to the conclusion that there is no relationship with the specified counterparty.

Business goal

According to paragraph 1, paragraph 2 of Art. 54.1 of the Tax Code of the Russian Federation, a legal entity has the right to take into account expenses and accept VAT for deduction only if the main purpose of the transaction is not non-payment (incomplete payment) and/or offset (refund) of the tax amount. In this regard, it will be necessary to justify that the choice of the counterparty was due to business purposes.

If the inspection establishes during the inspection that the involvement of an intermediary was not based on reasonable business purpose, it refuses to recognize expenses for paying for its services and to provide VAT deductions. The following arguments can serve as justification for attracting this particular counterparty:

the need to increase sales volume;
the need to enter new markets;
the need to conduct an advertising campaign in order to increase brand awareness in the market;
the counterparty is the exclusive distributor of the supplied products;
recommendations from partners who have already applied for his services;
recognition in the market, extensive experience in providing services in their field;?

To justify the choice of counterparty, you can use certain provisions, provided for by treaties: deferred payment, favorable logistics conditions, provision of guarantees and provisions, best deals by price and so on.

The choice of ways and methods of proving the business purpose of interaction is carried out depending on the industry in which the company operates.

Due Diligence

In order to confirm the validity of the choice of counterparty, it is necessary to confirm what criteria were taken into account. In addition, it is necessary to prove your knowledge of how the contract should be executed, as well as the fact that the contract was executed by the person specified in the contract.

This requires:

Make sure that the counterparty is properly registered by requesting constituent documents;
Make sure that counterparties fulfill their obligations to pay taxes and fees by requesting the relevant certificates;
Verify the availability of resources necessary to fulfill the obligation by requesting a staffing table, as well as documents confirming the availability of fixed assets and equipment;
Verify the credentials of those signing documents by requesting a copy of the passport. If the documents are signed by a representative, then you need to request an order of appointment or a power of attorney.
Make sure that there are no facts that impede the fulfillment of obligations under the contract by checking information about liquidation, bankruptcy, and seizure of property on the relevant Internet resources.

It is more advisable to receive these documents together with cover letters. They confirm that specified information was received and analyzed by the company before interacting with the counterparty.

Actions of the company after the start of a tax audit

Before submitting the requested documents and information to the tax authority, they must be carefully analyzed, including for compliance with each other and current legislation. This is precisely the main recommendation for preventing tax risks.

Circumstances	Happening
The documents contain information that can lead to two conclusions, and they will ultimately be interpreted not in favor of the company.	The company claimed a VAT tax deduction by attaching waybills, waybills and traveling statements. The inspection found that the waybills do not contain information about the route and speedometer, the invoices are not supported by documents, and the date of compilation is not indicated in the statements. In this regard, the tax deduction was denied, and the court supported this position.
The evidence presented by the company is contradictory.	The company was assessed additional income tax. To justify the costs incurred, she provided a subcontract agreement, invoices, a certificate of the cost of work performed and expenses, as well as an acceptance certificate for work performed. However, the names of the works in the subcontractor’s work completion certificate were not included in the work completion certificate issued by the company to the general contractor. Also, the subcontract agreement was signed by an unidentified person, since the signatory had died by that time. The court decided that the documents were contradictory and the additional assessment was justified.

Interrogations of officials

Separately, it is worth noting that when conducting an audit, interrogations of officials who may know important information are important. tax control intelligence. It is strictly unacceptable for employees to testify without prior preparation, and in certain cases, without legal support. Unconvincing testimony, as well as testimony from which it follows that officials cannot answer the questions posed, will play a cruel joke and, together with other evidence, will allow tax inspectors conclusion that a violation of the law was committed and an unfounded tax benefit.

During interrogations, a person acting as a witness is quite often subjected to psychological “pressure” and pressure. Tax authorities use intimidation methods and threaten to prosecute criminal liability in case of refusal to testify or giving knowingly false testimony. One of the favorite techniques of inspectors is the promise to immediately transfer the inspection materials to the internal affairs authorities for a decision to initiate a criminal case.

To mitigate the pressure factor from the outside tax authority, preliminary preparation and legal support are required. In addition, this will allow employees to provide testimony that can most favorably influence the final decision.

Such alternative way evidence as a lawyer's survey has long shown its effectiveness. It is a simulation of interrogations by tax authorities with all the tricks that are well known to experienced lawyers.

Actions of the company at the stage of appealing the decision of the Federal Tax Service to a higher tax authority

When conducting an audit, the tax authority does not always take an active position and examine all the circumstances relevant to the tax dispute. When appealing a decision to a higher tax authority, you must pay special attention to:

on the completeness of tax control measures taken;
assessment of evidence collected during the inspection period;
to establish all circumstances relevant to the case.

Circumstances	Happening
Concluding that there is no reality of a business transaction, the fact further implementation goods and the fact of VAT receipt in the tax budget was not taken into account.	The court concluded that the tax authority did not provide evidence that the company received unjustified benefits. It was found that the tax authorities did not challenge the fact of the acquisition and subsequent sale of scrap metal and did not investigate the reality of VAT receipts in the budget.
The tax authorities' conclusions are based on information obtained in violation of the law.	The inspectorate assessed additional VAT to the company based on an inspection of the warehouse premises and independent calculations of their capacity. However, the court recognized the inspection reports as inadmissible evidence, since a company representative was not allowed to participate in the inspection procedure.
Tax authorities ignore handwriting examinations and do not interrogate contractor officials.	Recognizing the position of the inspectorate as unlawful due to the fact that an interrogation of the head of the disputed counterparty and a handwriting examination of his signature were not carried out, the court came to the following conclusion. The inspection did not prove the unreliability of the information contained in the invoice, the unreality of the transaction with this counterparty and, accordingly, the company’s lack of right to receive a controversial tax deduction.

Recommendations regarding the provision of additional evidence:

When conducting an audit, nothing prevents the company from providing documents confirming the exercise of due diligence in relation to the counterparty and the reality of business transactions. The tax audit report reflects the totality of all collected evidence.
You should not ignore the opportunity to substantiate your position in writing and provide evidence demonstrating your good faith. Refusal to use this tool makes it impossible to “repel” an audit already at the stage of making a decision by the tax inspectorate that conducted the audit. Moreover, in case late submission evidence, it will be difficult to challenge the tax authorities’ decision in the future.
Objections must reflect all the tax authorities’ arguments with which the company does not agree, and not leave some of the arguments “for later” in order to reflect them only when appealing the decision in court. And even more so, one should not leave the department’s arguments completely unattended.

The argument in favor of this position is that the courts are guided by the approach formulated in paragraph 78 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 N 57 “On some issues arising when applying arbitration courts part one of the Tax Code of the Russian Federation." The legality of the disputed decision of the inspectorate is assessed based on the circumstances that existed at the time the disputed decision was made.

Recommendations for checking missing information

It is not uncommon for a tax authority to reflect in an audit report and, consequently, in a decision, unreliable information in advance. For example, that the counterparty did not provide documents as requested by the tax authorities. It is also on this basis that the conclusion is drawn that the relationship is fictitious. What is needed in such cases?

Request information from the counterparty about whether it received a tax demand and whether a response was given to it. At the same time, it is important to obtain documents confirming the sending of the response to the requirements and provide them to the tax office as one of the proofs of the reality of the counterparty.
It is recommended to use the practice of sending attorney requests to the tax office at the location of the counterparty. This is necessary in order to provide an answer to the question of whether there were actually responses to the requirements from the counterparties or not.
If the tax authority does not reflect reliable information in the act/decision, it is possible to file a complaint with the prosecutor’s office. It should indicate that the body deliberately reflected unreliable information that is important for establishing the factual circumstances of the case and making a legal and informed decision.
A complaint to the prosecutor's office can also help in the event of deliberate delays in the consideration of tax audit materials and delays in the procedure for appealing the decision of the tax authority.
There are also situations when tax authorities indicate in acts/decisions that it was not possible to interrogate officials of counterparties. At the same time, if the company is interested in the official providing explanations regarding the fact of working with him, it is recommended to prepare a notarial testimony and attach it to the inspection materials.

All taxpayers, before concluding an agreement, need to check the integrity of the counterparty. On August 19, 2017, Article 54.1 of the Tax Code of the Russian Federation on unjustified tax benefits came into force (Federal Law dated July 18, 2017 No. 163-FZ). We'll tell you how to manifest due diligence in choosing a counterparty according to the new rules of the Tax Code.

Article 54.1 of the Tax Code of the Russian Federation specifies situations when a taxpayer does not have the right to receive a VAT deduction and take into account transaction costs. It is prohibited to intentionally reduce the tax base. Also, organizations do not have the right to reflect transactions in tax accounting that did not actually occur.

For example, if a company entered into an agreement with an unscrupulous contractor, and he, in turn, completed only part of the work, the auditors have the right to remove VAT deductions from the fictitious part of the work. The company does not have the right to include assets that it acquired as part of a fictitious transaction as expenses.

In addition, in tax code installed following criteria good faith: the purpose of the transaction cannot be tax evasion, and the counterparty must fulfill the obligations specified in the agreement (clause 2 of Article 54.1 of the Tax Code of the Russian Federation).

Amendments to the legislation will eliminate disputes with controllers if:

the counterparty violated tax law;
documents were signed on behalf of the counterparty by an unauthorized person;
the deal could have been concluded with another person.

Such circumstances cannot be considered an independent basis for recognizing expenses and deductions as unlawful. Before amendments were made to the Tax Code of the Russian Federation, an increased fine was provided in the amount of 40 percent of the unpaid amount of tax for acts committed intentionally (clause 3 of Article 122 of the Tax Code of the Russian Federation).

After Article 54.1 of the Tax Code of the Russian Federation appeared tax risks for taxpayers who have not verified the integrity of their counterparties have increased. However, the likelihood of negative consequences for companies that carry out activities to verify suppliers and contractors is also reduced.

Any organization can make sure that the counterparty does not have obvious signs of dishonesty. Information is available on the website nalog.ru in the section “Business risks: check yourself and your counterparty.” You can also use information from various databases to check counterparties, for example 1cont.ru, SPARK, etc.

However, this information is not enough to protect against possible claims from tax authorities. After all, information in services for verifying counterparties appears late. This is, for example, accounting statements or information about:

tax debt;
timeliness of reporting;
liquidation of the counterparty.

Because of this, confirmation that at the time of concluding the transaction the counterparty did not have any dubious signs will become a strong argument in favor of the company.

In order to strengthen the tax security of the company, it is advisable to develop and approve an application form that guarantees the integrity of the counterparty at the time of concluding the contract. It would not be amiss if each counterparty submits such a statement.

In what form should the document be drawn up? There is no approved application form that guarantees the integrity of the counterparty. Therefore, the company has the right to develop the application form independently.

What must be in the document. The statement of good faith of the counterparty must contain:

name of the counterparty with whom the company plans to enter into an agreement;
TIN, KPP and OGRN of the counterparty;
address of the counterparty's location;
information about the types of activities of the counterparty;
information about the management and owners of the counterparty.

Also in the application, the counterparty must guarantee that it has all the necessary material and labor resources to fulfill its obligations under the contract. If the counterparty acts as an intermediary or engages subcontractors (co-contractors), then this information should also be reflected in the application.

The application should indicate the name and details of the subcontractors. It is important to record the reasons why the counterparty attracts assistants. For example, lack of production capacity or lack of qualified personnel.

In addition, the counterparty must guarantee that:

pays taxes and fees;
submits reports;
is not in the process of liquidation;
will represent the company source documents on transactions;
will reflect all transactions in reporting;
will provide documents upon request from tax authorities.

What additional risks should be taken into account? It is advisable for an organization to develop a provision on verifying the integrity of counterparties. An addition to the general regulations will be a statement guaranteeing the integrity of the counterparties.

The regulations need to detail the procedure for verifying counterparties. In addition, it is necessary to record publicly available sources from which the organization will take information. These are services on the website nalog.ru, reference databases, industry directories (for example, automated system accounting of wood and transactions with it - lesegais.ru). It should also be stated in the regulations that all counterparties must provide the company with copies of the charter, constituent documents, etc.

If the counterparty engages subcontractors to fulfill its obligations under the contract, it is necessary to request guarantees that it will verify their integrity. It will not be amiss if the counterparty requests similar statements guaranteeing good faith from its suppliers and contractors.

Tatyana Piskareva, head of department accounting practice BDO Unicon Outsourcing

Any company tries to carefully select a business partner. First of all, in order to protect yourself from scammers, make sure of the reliability of the supplier, and preserve your reputation. After all, there are often cases when the chosen counterparty fails at the most crucial moment: it may not return the advance payment, or fail to fulfill the obligations for which the advance was transferred.

Risk one. Financial

At first glance, a reliable company with a large staff, ambitious general director and far-reaching plans may in fact turn out to be an organization unable to fulfill its obligations under the contract.

A similar situation occurred with one of our clients, who only after filing a claim for debt collection found out that the company was registered recently and had a minimum authorized capital, there is no property on the balance sheet, assets are insignificant.
In addition to all of the above, several claims have already been brought against the company, and our client has practically no chance of demanding fulfillment of his obligations.

But in order to prevent this situation, it would be enough to look in advance at publicly available Internet resources where you can get information about financial situation companies, affiliated structures, litigation.

Risk two. Tax

The dishonesty of counterparties can result in not only financial and reputational risks for the company, but also tax ones.

With the entry into force on August 19, 2017, Art. 54.1 of the Tax Code of the Russian Federation, the action of which is primarily aimed at suppressing the use commercial organizations deliberate optimization of taxation in order to obtain an unjustified tax benefit, only confirmed that the verification of counterparties must be approached with the utmost seriousness.

In addition, paragraph 2 of Art. 54.1 of the Tax Code of the Russian Federation introduces a new requirement to confirm the reality of the execution of the transaction directly by the counterparty himself, or by another person with whom the counterparty has a corresponding contractual relationship.

According to this paragraph, to account for expenses (apply deductions) it is not enough to confirm the reality of business transactions. It is necessary to prove that the execution of the transaction was carried out by the person with whom the relevant agreement was concluded.

That is, now you need to worry not so much about whether your counterparty pays taxes or not, but about whether you can confirm that he was the real executor of the transaction.

When concluding an agreement for certain types of services, be sure to check whether there is a license to provide them. When signing large contracts, you should pay attention to the availability of the resource base for their implementation, and if the company does not have the necessary equipment on its balance sheet, ask to confirm the fact of renting (or other means of attracting) production equipment.

When signing a real estate lease agreement, be sure to check whether the lessor has the right of ownership of the leased property or the presence of powers transferred to him by the copyright holder.

In our practice, there was a situation where a client rented an office from a company whose ownership of the property was in the process of being registered. The client had already made expensive repairs when it turned out that the landlord had failed to register the title. The client had to put in a lot of effort to negotiate a new lease with the original owner. And the risk of incurring losses in the amount of repair costs was great.

This case once again proves that it is very important to approach the choice of a partner responsibly. You may have to spend a little more time checking the counterparty and assessing the risks, but you will be sure that this risk will be minimal.

And here is another example from our practice: the head of one large company, signed an agreement with a cleaning company offering services at a price 20% lower than competitors. During the year, the company regularly provided services, exactly until the tax audit came and made a claim that the contractor did not have enough personnel to provide services in this volume.

The fact of provision of services was questioned, and the inspection body excluded from tax base the amount of expenses for purchasing cleaning services. Such claims could be avoided by promptly requesting information from the cleaning company about the availability of labor resources to fulfill obligations under the contract.

So what to do?

If in large organizations While risk management is carried out by the financial service and security service, in small and medium-sized enterprises these risks are usually the responsibility of the accountant. However, shifting responsibility to him if the counterparty turns out to be unscrupulous will, according to at least, wrong.

The lack of approved and implemented procedures in the company, including procedures for verifying counterparties, which make it possible to confirm the reality of transactions and the presence of business goals when concluding them, can currently be considered as a significant risk for the company’s management.

Companies should start checking counterparties by developing a policy for verifying enterprises, where it is necessary to prescribe criteria for selecting providers, as well as the responsibilities of employees authorized to verify counterparties, who create the minimum required dossier on counterparties and update it with a certain frequency.

It is worth considering that even a comprehensive check of counterparties does not guarantee the complete elimination of risks. But at the same time, the lack of control when choosing a partner in the event of unfavorable developments greatly increases the risk of incurring financial losses or receiving claims from the tax authorities.

The legislation does not oblige them to conduct verification of counterparties; they are rejected by the courts, because under... obligations. Failure to take measures to verify the counterparty and documents on its behalf is... measures taken by the taxpayer when checking the counterparty at the stage of its selection are assessed. It’s important... we are inclined to believe that checking only the legal capacity of a counterparty does not indicate that... it will be easier to independently check the reliability of a potential counterparty. Important! Besides the tax...

One action – two results, or once again about checking counterparties

Carrying out verification of counterparties fulfills two main purposes: - ... guarantees, etc.). Carrying out verification of counterparties fulfills two main goals: ... to confirm good faith in choosing a counterparty and the reality of the transaction of the extract... An unjustified tax benefit was received: the disputed counterparties do not have fixed assets, ... with the Applicant. In addition, the counterparties submitted to the tax authorities according to... regulations, here are the papers, we are checking the counterparties.” Yes, you will cover yourself with papers...

What is an on-site tax audit?

Appointment of an on-site tax audit. It is necessary to carefully check counterparties and monitor... services from the 1C company (“1C: Counterparty” and “1SPARK Risks”). It is important... you can also develop special regulations for checking counterparties and do not forget to preserve... alternative suppliers; long-standing relationship with the counterparty, etc. Such preparation... of all “hanging” issues with counterparties. However, here too you need to remain... attempts to coordinate your actions with counterparties. The Federal Tax Service has the right to request from employees...

Features of modern work with counterparties

The tax authority understands the verification of: the powers of persons acting on behalf of the counterparty; availability of appropriate... characterizing the business reputation of the partner; solvency of the counterparty; the risk of non-fulfillment of obligations and provision... of their fulfillment; availability of the counterparty with the necessary labor and production resources... there are a greater number of services for checking counterparties that allow for the completion of... contracts; on the proper performance by the counterparty of the taxpayer’s obligations, including...

What must tax authorities prove in disputes over fly-by-night counterparties?

Protection from tax disputes regarding unscrupulous counterparties

And caution is evidence of verification of the counterparty by various criteria. Next we... evidence of their implementation: a) verification of the integrity of the counterparty as a taxpayer: certificate of... information. This will prove that the verification of the counterparty was carried out before the conclusion of the agreement with... information about the tools for checking counterparties. Date (period) of inspection: November 20, 2016- ... counterparty, which were obtained during the inspection. Information about the contact persons of the counterparty; about the counterparty's specialists...

How long before the tax office can request documents when checking a counterparty?

The body conducting the tax audit has the right to request from the counterparty or from others... from the question, the counterparty of the Organization is conducting a tax audit. Therefore, due to... the requirement during a desk check of documents from counterparties within the framework of Art. ... Moreover, according to the courts, the counterparty of the taxpayer being audited does not have the right to assess... the taxpayer’s failure to prepare or receipt from the counterparty, or the expiration of the storage period). ... is about correspondence with the counterparty on issues economic activity. ...

Shell companies: how to identify a dangerous counterparty?

Authority, information about the actual location of the counterparty, as well as the location... real business transactions with its counterparties that have signs of nominal activity (... showed due diligence in selecting counterparties. Tax office then it revealed... even recommends that companies implement regulations for checking counterparties as part of the document flow schedule in... a maximum of documents when interacting with counterparties, which will serve as evidence of manifestation...

We check the counterparty

Confirmation of the authority of the head (representative) of the counterparty, copies of a document certifying him... copies of documents confirming that the counterparty has production facilities, the necessary licenses, ... collected by the taxpayer about the activities of its counterparty. Important! Most courts adhere to... A12-34319/2015). Algorithm for checking a potential counterparty Based on the explanations of the tax... judicial practice, we present an algorithm for checking the counterparty in order to demonstrate due...

Tax flaw? The court recognized the expenses of the “gray” company

Is a gray counterparty a reason to admit that transactions are fictitious? As a result on-site inspection company... the “features” of the counterparty were used for additional accrual. Having analyzed the activities of a strange company, ... a cheat sheet for checking counterparties. Taxpayers are advised to check with their counterparties whether they have the necessary... prudence when choosing counterparties; check that counterparties have the necessary property, ... assess the business reputation, solvency of the counterparty, as well as the risk of non-performance...

Interrogations during a tax audit: features of the conduct and recognition of a company as a one-day company

Find out from the manager about the selection of contractors, the procedure for signing contracts, accounting... founders? 9. You agree on the choice of counterparties or the expenses that need to be incurred... establishing the identity of the counterparty manager and the business reputation of the counterparty organization. 25. In the course of an audit, the relationship between the taxpayer and his dubious counterparties is examined. Managers of such counterparties... evidence, including the counterparty’s lack of employees, property, office, lack of...

Submission of documents as part of a desk audit

Documents within the framework of the desk audit specific tax return(probably ... the documents are necessary for the tax authority to verify the validity of the declared expenses ( tax deductions... the person of the tax authority conducting the tax audit has the right to demand from the person being inspected... the deadline for the documents requested as part of the tax audit (failure to send a notification about the impossibility of... declarations of the organization and its counterparty (the person engaged by the counterparty to fulfill obligations under.. .

Definitions and step by step instructions on verification of the counterparty... It seems that they are right, but... provided the Regulations for the selection of counterparties and the Questionnaire for verifying the counterparty according to official websites... at the tax authority; checking the fact of entering information about the counterparty into the Unified State Register of Legal Entities; receipt..., then the commission waved its hand to the counterparty. If the audit confirmed the impeccable present and... life hacks can be provided for the impeccable verification of counterparties? Agreement approval sheet. In the document...

How to conclude a reliable contract?

Work on searching for a counterparty (contract partner) or checking the counterparty. Also... work on finding a counterparty (contract partner) or checking the counterparty. More... Methodology for concluding an agreement Checking the counterparty under the contract The purpose of the check is to know... counterparties will negatively affect the image of the company in the eyes of partners and clients. Verification... when choosing a counterparty should become the norm... confirming the legal capacity of the counterparty being inspected and the ability to fulfill the obligations taken...

“Robots work hard, not people”: the “inner kitchen” of pre-test analysis

Information is also provided on counter-inspections of counterparties and counterparties of counterparties); Conclusions (of course we are talking... in minimum size, the counterparties include potential fly-by-nights, there are no resources... he is taken for the counterparties of the “problem” supplier, and then the counterparties of the counterparty, and so on... in court. Thus, if the counterparties of the taxpayer being audited are not in the database... request documents on transactions with counterparties...; carry out the following activities: ... 4. ...

Details of the directory “Counterparty Agreements”

Types of contracts and their features

Flag "Foreign Economic"

Flag "Export sales"

Type of mutual settlements

Agreement conditions

Goods accounting

"Advanced" tab

Price type

Tab "Discounts"

Tab "Tax accounting"

"Print" tab

Details of mutual settlements

Under contract

Conducting settlements for transactions

Maintaining mutual settlements with counterparties according to documents

Accounts receivable control

Organization of accounting of internal settlements

Classification of contracts by legal nature

Classification by type of contractual obligations

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