The article will help to correctly conduct and issue a test. mutual demands. One of the methods of settlement between organizations is the offset of mutual claims ().

Terms of the settlement agreement

Unilateral offset is possible under the simultaneous fulfillment of three conditions:

1. organizations that intend to carry out netting must have counterclaims to each other. This means that at least two different agreements are concluded between them, in one of which the organization is a debtor, and in the other - a creditor.
2. the counterclaims of the organizations must be homogeneous.
3. set-off is possible if the due date for the fulfillment of a counter homogeneous claim: has already arrived; was not specified in the contract; was determined by the moment of demand.

To set off, a statement by one of the parties is sufficient.

If the requirements are heterogeneous or the deadline for fulfilling at least one of the obligations has not yet come, the set-off can be made only by agreement of the parties.

What counterclaims are recognized as homogeneous for offsetting

Liabilities are recognized as homogeneous if they involve the same method of repayment and are denominated in the same currency. The condition that set-off is possible in relation to homogeneous counterclaims is contained in Article 410 Civil Code RF. However, concept of "homogeneous requirement" civil law undefined .

Paragraph 7 of the appendix to the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated December 29, 2001 No. 65 states that the legislation does not insist that the requirement for set-off follow from the same obligation or from obligations of the same type. It follows from this that it is possible to recognize as homogeneous obligations that are associated with the execution of different contracts, but involving the same method of their repayment. For example, if the contracts of sale and work concluded between the same organizations initially assumed the monetary form of settlements, then, subject to other conditions, these organizations have the right to offset mutual claims. That is, the obligations of the buyer to pay for the goods delivered to him can be set off against the fulfillment of the obligations of the customer to pay for the work performed for him.

Not recognized as identical monetary claims, one of which is expressed in rubles, and the other - in foreign currency. This is due to the fact that foreign and Russian currencies are independent species property (Articles 140, 141 of the Civil Code of the Russian Federation). A similar conclusion was reached by the court in the decision of the Federal Antimonopoly Service of the North Caucasus District dated December 1, 1999 No. Ф08-2593 / 99. Therefore, it is impossible to carry out mutual offset under such agreements.

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Prohibition on offsetting

Offset of mutual claims is not allowed for obligations:

• for which the limitation period has expired;
• related to compensation for harm caused to life or health;
• associated with the recovery of alimony;
• associated with the life maintenance of citizens.

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The act of reconciliation of mutual settlements between counterparties

An act of reconciliation of settlements is needed to offset mutual claims with a counterparty. Before that, draw up an act of reconciliation of mutual settlements with a breakdown for each concluded agreement (if there were several agreements). This will determine the exact amount of debt that can be offset. Draw up an act in the context of contracts concluded with the counterparty. This will determine the exact amount of debt that can be offset.

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Application for set-off of mutual claims

If the organization has a counter receivable or creditor and you decide to set off mutual obligations unilaterally. To do this, it is enough to send a statement of offset to the counterparty. Offset of mutual homogeneous claims can be made unilaterally without the consent of the counterparty (). An offset can be carried out without a reconciliation act, but the presence of the latter eliminates the risk of challenging the offset.

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How to reflect in taxation the offset of mutual claims under a special regime: USN, UTII

The procedure for calculating taxes when offsetting depends on the taxation system that the organization applies. Below we will consider the option of using special modes of the USN and UTII by the company.

USN - simplified

As a rule, with a multilateral offset, an agreement is concluded on mutual settlements. Such an agreement is not a unified accounting document, so it can be drawn up in any form in compliance with the requirements that apply to primary accounting documents.

When conducting a multilateral offset, follow the rules for offsetting counterclaims:

• set-off can be carried out only if each of the parties to the set-off has reached the deadline for fulfilling the obligation;
• in case of unequal debts, the offset is carried out for the amount of the smallest of them;
• the set-off agreement must contain information reflecting the circumstances of the set-off.

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An example of the reflection in accounting of offsets between three organizations. Organizations apply the general system of taxation

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January 12 LLC " Trading company"Germes" shipped ZAO "Alfa" goods in the amount of 100,000 rubles. (including VAT - 15,254 rubles). Under the terms of the contract, Alfa must pay for the delivered goods on January 15.

On January 13, Alfa shipped materials to the amount of 120,000 rubles to OAO Production Company Master. (including VAT - 18,305 rubles). According to the terms of the contract, the “Master” must pay for the materials on January 16.

On January 15, "Master" performed work for "Hermes" under a contract. The cost of work is 90,000 rubles. (including VAT - 13,729 rubles). According to the terms of the contract, Hermes must pay for the work on January 16.

As of February 1, none of the listed obligations to pay for goods, materials and work performed has not been fulfilled. Thus, Hermes is simultaneously the creditor of Alpha and the debtor of Master. At the same time, "Master" is the debtor of "Alpha" and the creditor of "Hermes", and "Alpha" is the debtor of "Hermes" and the creditor of "Master".

The parties agreed to carry out mutual settlements and drew up an appropriate agreement.

Organizations carry out an offset for the amount of the smallest debt, the amount of which is 90,000 rubles. (including VAT - 13,729 rubles). Operations related to the emergence and repayment of mutual obligations are reflected in the accounting of organizations as follows.

The following entries were made in the Hermes accounting.

Debit 62 subaccount "Settlements with CJSC Alfa" Credit 90-1
- 100,000 rubles. - reflected the proceeds from the sale of goods;

- 15,254 rubles. - VAT is charged on proceeds from the sale of goods.

Debit 26 Credit 60 sub-account “Settlements with OAO Production Company Master”
- 76,271 rubles. - reflects the cost of work performed by the contractor;

Debit 19 Credit 60 sub-account “Settlements with OAO Production Company Master”
- 13,729 rubles. - reflects the "input" VAT on the work performed;

- 13,729 rubles. - accepted for deduction of "input" VAT on the work performed.

Debit 60 subaccount “Settlements with OAO Production Company Master” Credit 62 subaccount “Settlements with ZAO Alfa”

- outstanding receivables of Alfa amounted to 10,000 rubles. (including VAT - 1525 rubles);
- accounts payable to the "Master" repaid in full.

The rest of the debt "Alfa" transferred "Hermes" to the current account.

Debit 51 Credit 62 “Settlements with Alfa CJSC” - 10,000 rubles. - received payment for shipped goods.

The following entries were made in Alpha's accounting.

Debit 41 Credit 60 sub-account “Settlements with OOO Trading Firm Germes”
- 84,746 rubles. - the purchased goods are credited;

Debit 19 Credit 60 sub-account “Settlements with OOO Trading Firm Germes”
- 15,254 rubles. - reflected "input" VAT on purchased goods;

Debit 68 subaccount "VAT settlements" Credit 19
- 15,254 rubles. - accepted for deduction of "input" VAT on purchased goods.

Debit 62 sub-account “Settlements with OAO Production Company Master” Credit 90-1
- 120,000 rubles. - reflected the proceeds from the sale of materials;

Debit 90-3 Credit 68 sub-account "VAT calculations"
- 18 305 rubles. - VAT is charged on proceeds from the sale of materials.

Debit 60 sub-account “Settlements with LLC Trading Company Germes” Credit 62 sub-account “Settlements with JSC Production Company Master”
- 90,000 rubles. - reflects the repayment of receivables and payables on the basis of an agreement on mutual settlements.

After the reconciliation:

Accounts payable to Hermes amounted to 10,000 rubles. (including VAT - 1525 rubles);
the accounts receivable of the "Master" amounted to 30,000 rubles. (including VAT - 4576 rubles).

The rest of the debts of the parties repaid each other in cash:

Debit 60 sub-account “Settlements with OOO Trading Firm Germes” Credit 51
- 10,000 rubles. - the balance of the debt for the purchased goods is transferred;

Debit 51 Credit 62 sub-account “Settlements with OAO Production Company Master”
- 30,000 rubles. - received payment for shipped materials.

The following postings were made in the accounting of the "Master".

Debit 10 Credit 60 subaccount "Settlements with ZAO Alfa"
- 101,695 rubles. - the purchased materials are credited;

Debit 19 Credit 60 sub-account "Settlements with ZAO Alfa"
- 18 305 rubles. - reflected "input" VAT on purchased materials;

Debit 68 subaccount "VAT settlements" Credit 19
- 18 305 rubles. - accepted for deduction of "input" VAT on purchased materials.

Debit 62 sub-account “Settlements with OOO Trading Firm Germes” Credit 90-1
- 90,000 rubles. - reflects the proceeds from the sale of work performed;

Debit 90-3 Credit 68 sub-account "VAT calculations"
- 13,729 rubles. - VAT is charged on proceeds from the sale of work performed.

Debit 60 subaccount “Settlements with CJSC Alfa” Credit 62 subaccount “Settlements with OOO Trading Firm Germes”
- 90,000 rubles. - reflects the repayment of receivables and payables on the basis of an agreement on mutual settlements.

After the reconciliation:

receivables of "Hermes" repaid in full;

accounts payable to Alpha amounted to 30,000 rubles. (including VAT - 4576 rubles).

The balance of the debt "Master" transferred to the settlement account of "Alpha":

Debit 62 subaccount "Settlements with ZAO Alfa" Credit 51
- 30,000 rubles. - the balance of the debt for the purchased materials is transferred.

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QUESTIONS on the topic "SET-OFF OF MUTUAL REQUIREMENTS, SET-OFF"

Ask a question, discuss offsetting issues.

you can download on our website - must comply with a strict list of civil law requirements. We will study the main nuances of drawing up such an agreement.

What is the essence of netting (under contracts for the provision of services and the supply of goods)?

Reciprocity is an agreement between the parties civil rights relations on the mutual termination of certain obligations in the prescribed amount. For example, if the contractor performed work for the customer, while the customer delivered the goods to the contractor, then each of the parties can release itself from paying obligations fulfilled by the other party in exchange for the fact that the other party, in turn, will also not pay for the performed first obligation. Legally, such a condition can be enshrined in an offsetting agreement for the provision of services (or the supply of goods).

It is important at the same time that (Article 410 of the Civil Code of the Russian Federation):

• obligations had a sign of homogeneity;
• the deadline for fulfilling obligations by the time of offsetting has come (exceptions - if it is not specified, is subject to a separate indication, or there are reasons not to comply with this condition by law).

Offset cannot be carried out if (Article 411 of the Civil Code of the Russian Federation):

• the obligation of any of the parties is connected with compensation for harm to health, life maintenance, payment of alimony;
• under the obligation of any of the parties, the limitation period has expired;
• the conclusion of an offsetting agreement is expressly prohibited by law or the agreement.

Set-off can be legally fixed not only in the contract, but also unilaterally - through a statement of offset drawn up by any of the parties to the transaction. But in this case, the party who made the application must be ready, if necessary, to prove in court that:

• the application was unambiguously received by the counterparty;
• the counterparty had no objections to the offset.

Drawing up a bilateral agreement on netting does not have such disadvantages, and many firms use it.

We draw up a settlement agreement: what to look for?

When drawing up an agreement, which in question, the parties need to keep in mind that:

1. The agreement must necessarily reflect the information:

• on the composition of obligations that are repaid as part of the offset;
• contracts and other documents of title (acts, waybills, invoices) under which obligations have arisen;
• the financial value of the claims.

2. It is desirable to provide motivational statements arguing its preparation.

For example, indicate that the contract is drawn up in order to simplify and increase the efficiency of the settlements of the parties.

3. In the agreement, it is desirable to indicate that mutually offsetting claims are homogeneous, and provide the main sign of their homogeneity (for example, indicate that financial obligations are offset in rubles, goods of the same type in pieces, services of the same type in specific units of volume).

4. In the contract, it is desirable to reflect the balance of the debt of any of the parties, since it is quite likely to be formed upon the fact of offsetting.

It would be appropriate to indicate in the preamble or other part of the contract that it is drawn up on the basis of the provisions of Art. 410 and 411 of the Civil Code of the Russian Federation.

How to set off under different contracts with one counterparty?

A scenario is possible in which the firm's counterparty has obligations to it (or it to the counterparty) under two different contracts. This is not of fundamental importance from the point of view of the possibility of offsetting. The main thing is to consistently state in the agreement the procedure for offsetting the claims of the parties with references to different agreements, and correctly reflect the financial component.

How to make the offset between the contracts of one counterparty comply with the requirements of the law? The main thing here is to make sure that the content of legal relations in essence does not imply obstacles for offsetting requirements from the point of view of the norms of Art. 410 and 411 of the Civil Code of the Russian Federation.

Thus, an obstacle to offsetting claims under several contracts with a counterparty may be the heterogeneity of obligations reflected in different contracts. For example, if one contract is drawn up in rubles, and the other - in foreign currency. In this case, offsetting between contracts of one counterparty will not be possible. To offset claims under each contract, the firm needs to draw up a separate agreement with the counterparty (provided, of course, that he has claims to it in the same currency).

Offsetting and tax accounting: nuances

Tax accounting of legal relations on offsetting obligations is characterized by the fact that:

1. The fact of signing a netting agreement between organizations does not change the composition tax base by VAT. It also does not matter if, for example, the company received an advance from the counterparty against future deliveries, and it was offset under the agreement on netting obligations, while the goods or services were not delivered to the counterparty.

2. Offsetting does not change the composition of the tax base for income tax, since under the accrual method, income and expenses under an agreement with a counterparty will be recognized even before offsetting. Under the cash method, income and expenses will be determined upon the fact of netting.

3. With simplification, the situation is similar to that observed with the cash method of accounting for income and expenses by the payer on the OSN. Income and expenses are recognized by the company on the simplified tax system only upon the fact of offsetting obligations with the counterparty.

You can download a sample agreement of netting between legal entities on our website at the link below.

One buyer asks to set off his overpayment against the debt of another. How to draw up documents?

An act or a tripartite agreement on netting between organizations is suitable if the company's creditor has a debt to its debtor. That is, the debt should be circular.

When they issue act (tripartite agreement) on offsetting debts between organizations

Requirements will be considered heterogeneous if in one case the obligations are money, and in the other - natural units. For example, it is impossible to set off a liability in money and a debt under an exchange agreement or an obligation to ship goods. For the same reason, it is risky to set off debts in different currencies among themselves. The judges come to the conclusion that, although such obligations are monetary, different currencies make them heterogeneous (Decree of the Federal Antimonopoly Service of the North Caucasus District of December 1, 1999 No. F08-2593 / 99 in case No. A32-7534 / 99-32 / 168 ).

For offset, you need to draw up the relevant documents. There are two options for making a deal. First: draw up an offset agreement (act)signed by both parties. The second is to unilaterally send a statement of offset to the counterparty. In both cases, documents can be drawn up in any form. A standard template for a notice or agreement is not provided for by law.

In the act or statement, it is important to specify for which debts you are offsetting, as well as refer to documents: acts, contracts, waybills and invoices. Be sure to indicate the amount of offset and the amount of VAT for each obligation, so that you and your counterparty are absolutely correct in accounting for the transaction. After all, if you draw up documents incorrectly, this can then lead to unnecessary disagreements with inspectors or a counterparty.

Can a company conduct a tripartite netting

Yes, you can conduct such a multilateral offset. Only such a transaction will no longer be offset within the framework of Article 410 of the Civil Code of the Russian Federation. After all, it allows the set-off of only homogeneous counterclaims: companies have entered into two contracts, for each of which one of the parties will be either a debtor or a creditor in relation to the other. And when a deal is made by three parties, their demands on each other will no longer be counter.

This is where the obligations come into play. But the Civil Code of the Russian Federation allows companies to conclude contracts, both provided and not provided for by law. Therefore, in practice, companies draw up and tripartite offset agreements.

The main thing is that the circle of obligations of the offset participants is closed, and the deadline for fulfilling the requirements has already come and they are homogeneous. Carry out the transaction for the amount of the smallest obligation, and draw it up with the same act on offsetting mutual claims, only tripartite (or draw up a tripartite agreement on offsetting mutual claims - a sample below).

Agreement on offsetting mutual claims tripartite (sample)

To download a sample trilateral agreement, please follow the link below.

How a netting agreement between organizations will secure the company

Even if the company can conduct the transaction unilaterally, it is recommended to issue a netting agreement. It will help secure your company and significantly reduce the likelihood of claims from the counterparty in the future. After all, if the agreement is signed, it means that the business partner has no objections. In addition, the agreement reduces the risk that the counterparty decides to assign your debt to a new creditor under an assignment or assignment agreement.

Nuances to keep in mind when making an offset

Bilateral and multilateral offsets

Settlement operations can be both bilateral and multilateral. Bilateral offsets are held by agreement of the parties or at the request of one of them.

It follows from Article 410 of the Civil Code of the Russian Federation that only two subjects of civil law relations can be participants in the offset of counterclaims. At the same time, in practice, organizations often use multilateral offsets (with the participation of three or more parties). After all, a vicious circle of debt obligations is a fairly common phenomenon, especially in holding groups.

• Reference

actions of citizens and legal entities, aimed at establishing, changing or terminating civil rights and obligations, in accordance with Articles 153 and 154 of the Civil Code of the Russian Federation are recognized as transactions. They can be one-, two- and multilateral (contracts).

According to paragraph 1 of Article 420 of the Civil Code of the Russian Federation, an agreement between two or more persons on the establishment, change or termination of civil rights and obligations is recognized as an agreement. And on the basis of paragraph 2 of Article 421 of the Civil Code of the Russian Federation, the parties may conclude an agreement, both provided for and not provided for by law or other legal acts.

Thus, a multilateral netting agreement has the right to exist as an agreement, although not provided for by directly applicable civil law, but at the same time not contradicting it.

Multilateral set-off must be carried out necessarily in the direction opposite to the flow of the debt incurred, and for an acceptable amount. The legal structure of a multilateral offset consists in the mutual repayment of obligations and claims of its participants, therefore, persons who are not indebted to any of the participants in the offset cannot participate in a multilateral offset. The implementation of such an offset is possible only if its participants have a circular debt, therefore each of the participants in the offset is associated with other mutual requirements

Example:

Four organizations (LLC "Omega", LLC "Vega", LLC "Zeta" and LLC "Delta") decided to set off mutual claims for the amount of the smallest debt. Omega LLC owes 700,000 rubles. LLC "Vega" LLC Vega has a debt to LLC Zeta in the amount of 650,000 rubles, and LLC Zeta owes LLC Delta 830,000 rubles. At the same time, LLC Omega presented a claim to Delta LLC for payment of a debt in the amount of 570,000 rubles.

Offsetting was carried out in the following direction: from Omega LLC to Delta LLC, from Delta LLC to Zeta LLC, from Zeta LLC to Vega LLC, from Vega LLC to Omega LLC . The offset amount is 570,000 rubles.

After the multilateral offsetting, Delta LLC owes nothing to Omega LLC. The rest of the participants in the operation had an outstanding debt:

• from Zeta LLC to Delta LLC - 260,000 rubles. (830,000 rubles - 570,000 rubles);
• from Vega LLC to Zeta LLC - 80,000 rubles. (650,000 rubles - 570,000 rubles);
• from Omega LLC to Vega LLC - 130,000 rubles. (700,000 rubles - 570,000 rubles).

Legal entities in progress economic activity often encounter situations where Money is not enough to cover debts to business partners, but at the same time they have counter outstanding obligations. In such cases, you can resort to offsetting mutual debt. The main document in this case will be an agreement on offsetting mutual claims (a sample of 2018 can be found at the end of this article). The transaction will be valid provided that the parties have complied with all the requirements put forward by law for the offset of debts.

What is reciprocity

The conditions for offsetting and cases when it is impossible to carry out are given in Articles 410, 411 of the Civil Code of the Russian Federation. Set-off is intended to terminate (full or partial) the mutual obligations of the subjects entrepreneurial activity. Also, offsetting is considered as one of the ways to conduct non-cash payments between organizations, in which mutual claims are repaid in the supply of goods or the provision of services. Organizations must necessarily conclude a written agreement on the offset of counterclaims of the same kind, only then it will have legal force.

Offsetting allows you to safely reduce the amount of receivables and payables of organizations, which will subsequently have a positive impact on the results of their business activities.

Any of the parties can be the initiator of the offset. To do this, a letter is sent to the other party with a proposal for the mutual offset of existing debts. Before signing an agreement on offsetting counter homogeneous claims, a sample of which will be presented below, the parties must draw up an act of reconciliation of mutual settlements. This is necessary in order to document the amount of existing obligations.

Mandatory conditions for mutual settlement:

• offsetting objects must be of a homogeneous nature;
• obligations of organizations must be counter;
• the claims made must satisfy the interests of both parties;
• if, under an agreement between organizations, an obligation must be fulfilled in certain period, it is impossible to set a offset requirement before the date of its execution.

An agreement on the offset of mutual claims can be drawn up not for the entire amount of debt obligations, but only for some of them. If the offset was made in an amount less than the existing debt, you can pay the rest in cash.

The set-off agreement, a sample of which is at the end of the article, is most often concluded between two firms. But the current legislation allows for multilateral netting.

netting agreement

There is no unified form of the document. Since the offset agreement is essentially a transaction, the same requirements are put forward for its execution as for the preparation of contracts. If the document lacks information that is mandatory for reflection in the contract, it may be declared invalid.

AT Russian legislation there are no specific requirements for size limit mutual obligations. Offsetting is allowed even if the volume of counter obligations of organizations is not equal to each other, then it is made in the amount corresponding to the smaller of the debts.

A representative of either party can draw up an agreement. As a rule, such a duty is assigned to a full-time lawyer, accountant or other employee. The specialist responsible for drawing up the agreement must have an idea of ​​all the details of contractual obligations and the rules for drawing up such documents. A sample netting agreement between organizations can be taken as a basis.

What information should be included in a settlement agreement?

The documents must reflect:

• date and place of signing the document;
• the name of the organizations participating in the offsetting of counterclaims;
• Title of the document;
• FULL NAME. and the position of persons authorized to sign the netting agreement;
• details of each counter-obligation;
• the amount in which liabilities are set off;
• the fact of the agreement reached;
• a link to the contracts under which the netting is carried out;
• date of entry into force of the agreement;
• addresses and details of the parties.

If the netting agreement, a sample of which can be downloaded at the end of the article, is accompanied by additional terms or documents - they are listed as a separate item.

The agreement must be signed by the heads of all participating organizations. The document is drawn up in two or more identical copies (one for each side). On its basis, the corresponding accounting operations will be carried out.

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