A sample of filling out an agreement on offsetting mutual claims. Settlement agreement between three organizations - sample download

To date netting agreement (sample download) is very popular with small businesses. Because often in small firms there are problems with the availability of funds. And the netting agreement allows not only to save finances, but also to reduce costs.

However, the netting agreement is not suitable for too active use. This will almost completely force the fiscal authorities to pay attention to you and your business. After all, the contract, where the monetary payment is not registered, automatically cancels the commercial component in the transactions. This reduces taxable profits, eliminates the need to use bank accounts for transactions, and makes it more difficult to control the company.

We must not forget that netting agreement, drawn up incorrectly, may be considered an exchange agreement. And, therefore, must undergo another accounting.

Offsetting involves the repayment of counter homogeneous obligations - the repayment periods, of course, are prescribed. This means that it is necessary to draw up not one bilateral agreement, but two or more agreements.

Settlement agreement: basics

A mutual settlement agreement is possible only if the two parties have mutual (or, as lawyers say, counter) demands on each other. And each party is, as it were, both a creditor and a debtor at the same time. Therefore, two contracts are required. In the first, one party is the seller of a service or product, in the second, it is the buyer. It is better not to enter into a settlement agreement between large quantity participants. After all, it is difficult to imagine a situation where there is a circular mutual debt. And to prove that there is such a debt is very problematic.

Article 411 of the Civil Code of the Russian Federation stipulates cases when a netting agreement is not possible. For example, if we are talking about the recovery of alimony, life maintenance or compensation for harm to health.

Is netting agreement only when payment deadlines have expired. It happens that the amounts of payment differ from each other. And then the amount that is less is taken into account. And the difference is reduced to zero cash payment. If the terms of the offsetting agreement have not yet begun to be fulfilled by either party, then the obligations under the agreement cannot be set off.

In order for the netting agreement to be recognized as legal, it is necessary that the requirements of the parties be homogeneous. The condition of homogeneity should be observed only with respect to the subject of the requirements, but not in any way the reasons for which these requirements arose. Before settling, one party must send an application to the other. It is best to do this by registered mail, and then receive a notification of delivery with a description of the attachment.

We draw up the act of mutual settlement correctly

Only correct design will avoid all sorts of complications and problems. The main settlement document in this case is the act of offset. In order for the act to have legal force, two signatures (the director of the company and the chief accountant) of the two parties are required, as well as certification with seals. The description of the composition of the debt must be made in detail. It is necessary to prescribe the amount of obligations of each of the parties - for all settlement clauses of the agreement. The total amount must be reflected in the act. As well as the amount of value added tax. But at the same time, the amount of VAT must be written for each type of debt. VAT rate for different types works (goods or services) is 18, 10 or 0 percent. VAT, of course, must be calculated accurately.

The amount of debt that is in the act must be confirmed by a whole package of papers: invoices, payments, acts of work done, contracts.

VAT in netting transactions

De facto, offsetting transactions are carried out using a bilateral act on offsetting mutual claims. It contains the following information: grounds for claims, deadlines for execution, amount. When value added tax is taken into account in the amount of claims, it must be repaid by a payment at the bank that serves you. The Ministry of Finance advises businessmen to pay taxes in the same period in which offsets take place. Please note that both parties are entitled to tax deductions, although the money in this case de jure is not transferred. You can also insure yourself in this way: conduct a mutual settlement and draw up an act on this.

Settlement for "simplistic" businessmen

For those who act on a simplified basis, when making a netting transaction, one must carefully consider its taxation. Income here is the cost of goods (services) given to the buyer side, expenses - the price specified in the contract. It happens that representatives of the fiscal authorities ask entrepreneurs to set off in transactions where receivables are not paid for a long time. This is beneficial for them: it allows you to increase the taxable amount.

Thus, netting agreement is a convenient form of repayment of mutual debt, but it must be used carefully and without fanaticism.

To resort or not to resort to netting - this should ultimately be decided by the entrepreneur himself. If the first is decided, then download the sample netting agreement below.

In domestic practice economic relations the set-off method of termination of obligations of counterparties is often used. It is important to bear in mind that the corresponding option can be used both in the relationship between two entities, and in the form of a triple netting agreement. A sample of the latest form is available for review in the text below.

Termination of obligations by offset

Russian civil legislation contains a list of cases upon the occurrence of which organizations pay off claims:

• performance of duty;
• compensation;
• innovation;
• debt forgiveness;
• coincidence of the debtor and the creditor in one person;
• conclusion of a multilateral, bilateral or trilateral agreement for offsetting mutual claims;
• impossibility of execution;
• liquidation of the enterprise;
• other grounds listed in the Russian Civil Code.

Despite the wide range possible ways completion of mutual obligations, netting has received widespread use.

The described tool can be:

• unilateral - if the enterprise sends a statement of offset to its counterparty;
• bilateral or multilateral (for example, in the form of a netting agreement between three organizations, a sample of which is available for review at the link below).

Tripartite netting agreement

It follows from the above that the offset agreement, regardless of the number of organizations terminating their mutual obligations by the described document, must contain the following information:

• full names of enterprises that have made a decision on offset;
• Full name and position of representatives with a description of the authorizing documents;
• list of obligations, grounds for occurrence and their size;
• deadlines;
• the amount of claims to be set off;
• details of the parties, signatures of responsible persons.

It should be noted that a tripartite sample of an agreement on offsetting mutual claims contains an imprint of the seal of organizations. At the same time, such a requisite is currently not a prerequisite for recognizing the transaction as valid. However, given the current practice of concluding contracts, it is recommended to certify signatures officials companies with appropriate stamps.

Sample Tripartite Netting Agreement

The prescriptions of Russian legislative acts describe only the methods of offset and the requirements for the procedure for processing a transaction. Moreover, it should be emphasized that the maximum possible number of persons who terminate their obligations by drawing up one document is not established.

Accordingly, domestic enterprises have the right both to carry out a tripartite offset of mutual claims, the sample agreement on which is given above, and to conclude, for example, an agreement on quadripartite offset. The number of participants in the transaction may be more, because it is not limited.

In any case, it is important to remember that with the simultaneous termination of the obligations of companies, each enterprise must be the creditor of the next one and the debtor of the previous one.

Ignoring this requirement will not allow legitimizing the triple offset of mutual claims, a sample agreement on which is given in this material.

Making an account. it should also be borne in mind that the size of mutual requirements does not always have to be equal. The parties have the right to set off the obligations in part, providing for the procedure for repayment of non-terminated obligations by the original methods.

In conclusion, it should be noted that the official sample of a tripartite agreement on offsetting mutual claims has not been legally approved. Therefore, the parties draw up offsets by independently creating the corresponding document.

you can download on our website - is, like any other, in the jurisdiction of the Civil Code of the Russian Federation. In this case, a number of special requirements for its preparation should be taken into account. We will study the features of concluding such an agreement in more detail.

Can 3 firms enter into a netting agreement?

Any contract within the jurisdiction civil law may be multilateral, that is, involve the participation of three or more parties (Article 154 of the Civil Code of the Russian Federation). Settlement agreement - voluntary refusal parties in exercising the contractual right of demand in exchange for a similar refusal of the other party - can also be tripartite. Such an agreement must meet the criteria prescribed in Art. 410 of the Civil Code of the Russian Federation, that is, to assume the mutual termination of the obligations of the parties (for example, to pay for the supply of goods or services in rubles) after the deadline for claiming such obligations (unless otherwise permitted by law).

Any party to the contract has the right to initiate offsetting unilaterally. However, other participants in legal relations may later have objections to such an initiative, and each of the parties will have to prove their case in court. Therefore, many firms prefer to set off obligations under a separate agreement, which can be tripartite.

At the same time, the structure of obligations that the parties have to each other may be different. A “vicious circle” of obligations is common, when all 3 firms owe something to each other.

Example

FirmAowes 100,000 rubles. firmB, which owes 100,000 rubles. firmC. In turn, the firmCowes 100,000 rubles. firmA. If the parties agree on offsetting the amount of 100,000 rubles, then no one will remain indebted to anyone.

Drawing up a netting agreement, including a tripartite one, has a number of nuances. Let's study them.

Sample triple netting agreement: how to draw up a document

When compiling the document in question, you need to keep in mind that:

1. Immediately before signing the contract, it is desirable to reconcile the settlements of debts (decree Arbitration Court of the North Caucasus District dated 07.07.2016 No. F08-3112/16 in case No. A32-7482/2015).

The reconciliation results can be fixed in a separate act.

2. Set-off is possible only for homogeneous claims.

The main criterion for homogeneity here is the method of repayment of obligations. It can be presented, for example:

• cash settlements in the established currency;
• supply of certain goods in a specified quantity (certain services in a specified volume);
• transfer of promissory notes (bills) or assignment of the right to claim for debts of third parties.

That is, if the contract between firms A and B provides for cash settlements, and the contract between firms B and C provides for in-kind deliveries, then offsetting will not work.

3. An agreement cannot be drawn up if (Article 411 of the Civil Code of the Russian Federation):

• at least one creditable obligation is related to compensation for harm to health, life support, payment of alimony;
• at least one of the obligations has expired the limitation period;
• there are other obstacles to its conclusion, due to the law or the contract.

4. The contract must contain the following information:

• on the composition of mutually offset obligations;
• legal grounds for the emergence of relevant obligations (with links to contracts, primary documents);
• about monetary terms of liabilities.

You can view a sample triple netting agreement on our website at the link below.

Mutual claims can be set off if there are at least two obligations between the parties, in which each participant is a debtor under one of the obligations and a creditor in another way. In most cases, such a procedure takes place with the participation of two parties, but the law does not limit their number; it is possible to make a set-off between three organizations.

According to the Civil Code of the Russian Federation, offsetting between enterprises is possible if:

1. The presence of counterclaims of the parties.
2. Homogeneity of obligations.
3. The due date for the fulfillment of all obligations that are subject to offset.
4. Lack of agreement on the deadline for execution and determination of the moment of demand.

There are situations in which it is forbidden to carry out an offset, for example, in connection with compensation for harm caused to health. The parties may independently determine such cases.

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Accounts can be made in the following ways:

1. Unilateral offset, when one party sends another application for this procedure.
2. Settlement agreement. This option is the most reliable, as all conditions are negotiated by the parties.

Civil law does not strict form, in which the mutual settlement agreement should be concluded. Lawyers recommend to register the following data:

• date and place of compilation;
• names of organizations, full name and positions of their representatives.
• grounds for their powers;
• information about each obligation that is repaid with the help of a set-off, with the obligatory indication of who each of the participants in each obligation is - a debtor or a creditor;
• the condition under which the termination of obligations occurs (in whole or in part);
• the moment the contract enters into force;
• contacts and addresses of the parties.

The drafting of an agreement should be taken seriously so that it is correct and legally correct. This will prevent problems from occurring in the future. A sample can be downloaded at the end of the article.

The act of mutual offsets must be drawn up carefully. It has the status of a primary document in the accounting department, which must be signed by the head and accountant of both organizations, and have seals.

The statement of settlements contains data on each settlement transaction and its price in accordance with the contractual terms. At the end is written total amount all accounts. Separate lines are allocated for each operation and total.

The amount of debt obligations, which the act contains, must be confirmed by documents, for example, receipts, payment orders, invoices and others.

Settlement agreement between three organizations

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In addition to bilateral agreements on mutual offset, it is possible to conclude and tripartite treaties. Organizations draw up a joint act based on confirmed debt data. Before this, the debt is checked by drawing up acts of reconciliation of settlements, the result of which is recorded in the document on mutual offset.

Between the three organizations, the offset procedure takes place under the same conditions under which a mutual offset agreement is drawn up on a bilateral basis. The document is drawn up similarly to the form of concluding an agreement between two participants. The act includes the amount of debt and value added tax, which are identified during the reconciliation process. After the offset is drawn up by the parties, you need to draw up a document that will be a confirmation of the reconciliation of the debt balances.