Regulations on the procedure for conducting contractual work

Registration procedure

Like any other agreement, a storage agreement is concluded at the mutual desire of both participants. In some cases, the transaction is subject to the regime of public acts. In the Civil Code, only three types of agreement are referred to as such. The first is a warehousing agreement. The provisions governing its execution are present in Article 908 of the Code.

In addition, the agreement for storing items in a pawnshop and specialized premises of transport enterprises (stations, airports) is considered public. The establishment of an appropriate regime requires, first of all, the subject receiving the object to formalize the agreement. Refusal to conclude a contract can occur, as Article 426 of the Civil Code indicates, only if it is impossible to provide the necessary service.

According to paragraph 37 of the Rules governing the transportation of baggage, cargo, passengers by rail, it is not allowed to accept hand luggage, cash, documents and other valuables in the absence of a specialized room for their maintenance. In other situations, evading the execution of an agreement allows the consumer to file an appeal in court.

The shelf life of contracts after loss of relevance is determined. Storage periods for various types of agreements are approved in the accounting policy of the enterprise or in another type of internal business paper, for example, a list of cases. When compiling an internal list of storage years, the legal requirements are taken as a basis. The storage periods for standard documents of the organization are indicated in clause 436 of the List, approved by order of the Ministry of Culture dated August 25, 2010 No. 558.

Attention! The number of years of storage after the expiration of the contract is calculated from January 1 of the following year.

When determining storage periods, government agencies are guided by departmental lists. To store general-purpose papers of government agencies, the List of Standard Management Archive Forms is used. The specified storage duration is used when compiling nomenclature files, transferring them to the state archive, and destroying them according to an act.

Terms used in business are:

1. Limited by expiration date. When calculating the period, additional agreements that are an integral part of it are taken into account. For example, to extend the rental period, the conclusion of additional agreements eliminates the need for official registration.
2. Unlimited by date. The text may contain the wording “until repayment of obligations”, which allows you to determine the end date.

Separately, forms of permanent storage are considered - constituent forms, property acquisition papers, premises rental agreement, subject to the inclusion of location address data in the register of organizations, and others.

Memo for an accountant concluding contracts with counterparties

Introductory part

Managers of many small businesses skimp on the position of a lawyer by assigning additional responsibilities to the chief accountant.
At a minimum, these responsibilities include drafting contracts. In turn, accountants do not bother studying the intricacies of the law and everywhere use standard forms, a huge number of which are available on the Internet. However, a contract is the most important stage in establishing civil rights and obligations. This is a document recording the fact that the parties have reached an agreement. It is the gaps and inaccuracies in contracts that provide tax authorities with ample opportunities for additional assessments, as evidenced by extensive arbitration practice. In addition, accountants often forget to record additional agreements or changes to contracts in writing, which often leads to tax disputes. Thus, the tax authorities believe that a taxpayer has the right to receive a deduction when returning an advance payment only if there is an agreement to terminate the contract (the basis is clause 5 of Article 171 of the Tax Code of the Russian Federation). And, despite the presence of a large amount of judicial practice positive for taxpayers, the absence of the above-mentioned agreement is a clear tax risk.

In this article, I want to consider the main points that an accountant needs to pay attention to when drawing up an agreement independently.

Step No. 1: check the counterparty

Recently, businesses have been required to exercise “due diligence” when choosing a counterparty, without really explaining what this means (the legislation does not contain such terms). It is clear that this concept is based on the principles of reasonableness and good faith. Therefore, before entering into any relationship with a counterparty, the taxpayer should learn as much as possible about his business partner.

Large companies, as a rule, request more paperwork than a bank issuing a multi-million dollar loan. These are copies of constituent documents, copies of the certificate of assignment of OGRN, TIN, extract from the Unified State Register of Legal Entities, copies of licenses, documents confirming the authority of persons signing contracts and invoices, minutes of meetings of the founders and copies of passport data of the manager and chief accountant. In my opinion, this is unnecessary, as evidenced by arbitration practice.

Her analysis shows that there are only four points that may indicate that a company acted without due diligence:

1. Lack of information about the counterparty in the Unified State Register of Legal Entities or registration of a legal entity using a lost passport or for an incapacitated citizen; 2. Absence of a business partner at the specified address; 3. Signing of documents by persons not vested with such authority; 4. Regular provision of “zero” reporting by the counterparty.

Documents confirming due diligence

Step No. 2: choose the option of concluding a contract

Subparagraph 1 of paragraph 1 of Article 161 of the Civil Code states that transactions of legal entities between themselves and with citizens must be made in writing (simple or notarial). Agreements are concluded in the following ways: - by drawing up one document signed by the parties; — by exchanging documents via communication means; — by performing implied actions.

The first option is the most reliable and common. Moreover, for certain contracts, the law directly establishes the obligation to conclude them in exactly this way. Among them, for example, a real estate purchase and sale agreement (Article 549 of the Civil Code of the Russian Federation), a lease agreement for buildings and structures (Article 651 of the Civil Code of the Russian Federation).

When concluding an agreement by exchanging documents, you should remember: it must be possible to reliably establish that the documents come from the party to the agreement. Here the best option is to use postal service. Sometimes counterparties offer to exchange contracts via fax and email. Personally, I do not accept this option, since there will be real difficulties in proving that the contract was sent by the counterparty. Another significant disadvantage is the facsimile signature on the contract. In order for it to be “legal,” it must be provided for in the contract (resolutions of the Federal Antimonopoly Service of the Ural District dated November 24, 2009 No. F09-9173/09-S2, FAS Moscow District dated February 5, 2007 No. KG-A40/13863-06).

We can talk about concluding an agreement by performing implied actions in the following situation. The company sends a letter to the potential counterparty with an offer to conclude a supply agreement indicating the exact quantity and range of goods. Without responding to the letter, the counterparty ships the goods in accordance with the agreed parameters. Here there is an offer and acceptance (clause 3 of Article 438 of the Civil Code of the Russian Federation). This option, in my opinion, is more suitable for a one-time transaction. In addition, the law requires that acceptance be complete and unconditional, otherwise the contract will not be considered concluded. This means that strictly the quantity of goods (and in the assortment) specified in the letter of supply agreement must be shipped.

We should not forget about the protocol of disagreements. As I already wrote, acceptance must be complete and unconditional. If the response gives consent to conclude an agreement on conditions other than those proposed in the offer, such a response cannot be considered acceptance. Here there is a refusal of acceptance and a proposal of a new offer. The contract will be considered concluded upon reaching agreement on all key points, i.e. after reconciliation of disagreements (resolution of the Federal Antimonopoly Service of the West Siberian District dated October 24, 2006 No. F04-7033/2006). In the final version of the contract, it is desirable that the parties sign a separate protocol for reconciling disagreements, in which they set out the same conditions as amended by each of the parties to the contract, or at least note those conditions that were ultimately accepted as valid.

Concluding the conversation about ways to conclude an agreement, I would like to note one more thing. In practice, counterparties very often do not comply with the simplest precautionary rule, violation of which can lead to serious problems. I'm talking about the need to flash multi-page contracts. The contract is numbered, stitched, the stitching area is sealed, the number of pages is indicated, and this information is sealed with signatures and seals. This is done so that your unscrupulous counterparty cannot make unspecified changes to the contract. But you can get by with a signature and seal on every page of the contract.

Step No. 3: sign the contract

In the vast majority of cases, the agreement is signed by the manager. Only he has the right to act without a power of attorney; all other persons, when signing an agreement, are required to have a properly executed power of attorney. The absence of any of the required details on the power of attorney makes it invalid.

In accordance with paragraph 1 of Article 186 of the Civil Code of the Russian Federation, the validity period of a power of attorney cannot exceed three years. Therefore, if your counterparty enters a longer period, the power of attorney will be considered issued for a period of one year. The same thing happens when the counterparty does not indicate the validity period of the power of attorney.

Be sure to read what powers, according to the power of attorney, are vested in the person. They must be clearly formulated (Resolution of the Federal Antimonopoly Service of the West Siberian District dated September 22, 2009 No. F04-5669/2009).

In practice, there are often situations when the head of an organization acts as its counterparty. And here the question arises: is the conclusion of such an agreement legal? Judicial practice is inclined to the following: if the director is not at the same time the founder of the organization, there should be no problems, but if the director, the sole founder and the counterparty are one person, the transaction will most likely be declared invalid (resolution of the Federal Antimonopoly Service of the Ural District dated March 1, 2007 No. F09- 1319/07-C5). Reason: in the situation under consideration, the organization and the executive body are one whole. Accordingly, all actions performed by a person in relation to the organization are performed by him in relation to himself, which is absurd to coordinate. It's not certain, but that's how it is for now.

Moments that require special attention

1. The agreement must be kept for at least four years from the date of its execution. Please note: it is execution, not conclusion.

2. All terms of the contract must be scrupulously observed. Any deviations or changes in conditions must be documented.

3. Matching dates. The date of the transaction cannot be earlier than the date of conclusion of the agreement (unless the agreement has retroactive force). The director could not sign the contract if he was on a business trip that day; if the organization does not work on January 1, then it is unlikely that the contract can be signed on this day, etc.

4. Correspondence to time and place. A manager cannot sign three contracts in one day - one in Moscow, another in Novosibirsk, the third in Kazan.

5. Your agreement number must be identical to the counterparty’s agreement number. Although this is not enshrined in law, no one needs unnecessary legal disputes due to this inaccuracy.

6. Do not leave room for speculation in contracts. For example, a lease agreement was concluded for a period from 01/01/2009 to 12/29/2010. A new agreement will be concluded on 12/31/2010. But what about 12/30/2010? It is unlikely that you will vacate the premises for one day.

7. Be sure to include all costs associated with the execution of the contract in the text. For example, in accordance with Article 616 of the Civil Code of the Russian Federation, major repairs are carried out at the expense of the lessor. Accordingly, if the tenant carries out major repairs at his own expense, and he does not reflect this fact in the contract, the tax authorities will not allow the repair costs to be written off when calculating income tax.

8. The name and content of the agreement must correspond to the actual business transaction, otherwise recharacterization of the agreement cannot be avoided.

9. Be careful with fancy terms, don’t take unnecessary risks. For example, instead of a “tolling agreement,” write “an agreement for the processing of raw materials supplied by customer,” and instead of an “outsourcing agreement,” it makes sense to conclude a “paid services agreement.”

10. Be more careful with prices. Thus, according to subparagraph 3 of paragraph 2 of Article 40 of the Tax Code of the Russian Federation, tax authorities have the right to check prices for foreign trade transactions. In practice, accompanying transactions also come under control.

11. The conclusion of the contract must be economically justified. If the agreement does not include the desire to obtain an economic effect, then there is every chance of being accused of receiving an unjustified tax benefit and receiving the stigma of an unscrupulous taxpayer (Resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated January 23, 2006 No. A39-106/2005-81/11).

12. There is one type of agreement that I would not advise an accountant to undertake drafting without the help of qualified lawyers - these are international agreements. The regulatory framework for these agreements is too extensive (Civil Code, Federal Law dated December 8, 2003 No. 164-FZ, RSFSR Law dated June 26, 1991 No. 1488-1, Federal Law dated July 15, 1995 No. 101-FZ, UN Convention of 1980. (Vienna) and other international agreements to which the Russian Federation joined). Therefore, when concluding international agreements, many nuances arise, ignorance and non-compliance with which can lead to troubles for the enterprise.

Typical periods

In practice, contracts can be stored for periods of:

1. Limited date. When determining the period, the terms of additional agreements are taken into account.
2. Not limited by date. The content of the agreement may contain, for example, wording such as “until full repayment of obligations.”

A separate category consists of documents of permanent storage. These include constituent papers, agreements on the acquisition of property, leases, etc.

Logging to control deadlines

The legislation has not developed unified forms for recording contracts. Enterprises record information in a self-developed log book form. The ledger information must be sufficient to record the movement of contracts and must contain:

• information about the number, date of compilation, name of the counterparty;
• brief purpose of the document – ​​delivery, provision of services, etc.;
• an indication of the duration of the action and data on the end date of the form, unless there is a different duration, for example, valid indefinitely.

The registration log takes into account the main documents of contracts and additional agreements to them. Control over the maintenance of journals is assigned to various services - legal department, accounting, personnel. The grouping is based on the economic feasibility of further use. The organization maintains several accounting books that take into account:

1. Cooperation with counterparties - suppliers, buyers. Separate registration is carried out for permanent business agreements and one-time contracts, for example, for the supply of office supplies.
2. Agreements with service providers. Particular attention is paid to the safety of agreements on the provision of utilities and rental premises. Contracts often have additional agreements indicating lease extensions and changes in conditions. The end of the lease agreement coincides with the end date of the last application.
3. Contract agreements. Documents are used in construction of capital and current purposes. Registration is often done at the same time as the civil forms. If construction is the core activity of the organization, construction contracts are recorded in a separate journal.
4. Employment contracts with employees. The journal allows you to obtain accurate data on the dates of employed and dismissed workers. Civil legal forms are not reflected in the journal. Civil agreements are registered along with documents for the provision of services.

We invite you to familiarize yourself with how long it takes to divorce through court with a child.
Registration logs have an additional function. When you record a document compiled by an organization, it is assigned a unique number that allows you to identify the document.

Organizations independently group contracts by purpose and set terms based on business necessity and taking into account the minimum acceptable period of 5 years. In the accounting of a commercial company, agreements are used as forms of primary accounting, which obliges the storage of documents for a period of more than 5 years.

The exception is the periods established to ensure the safety of employment contracts (as opposed to civil law types) of employees. Legislation requires long-term storage and archiving of documents relating to labor and wages.

Attention! The storage period for employment contracts with employees is set at 75 years.

The need for such a long period is based on the use of data when calculating pensions or restoring work records of dismissed employees.

Civil legal forms do not apply to labor types of agreements. Persons with whom civil law agreements are concluded are not subject to social guarantees provided to full-time employees. The agreement indicates the provision of services and must be stored for 5 years after expiration.

One of the most commonly used types of service agreements are premises rental agreements. The provision of services is formalized by a short-term or long-term agreement. The lease agreement is registered in the registry when registering a relationship for a period of more than 1 year.

Storage of contracts involves their registration in a special book. The legislation does not have clear requirements for the form of accounting. Enterprises independently develop log books. It must contain the following information:

1. Number, date of compilation, name of the counterparty.
2. Brief description of the document. As a rule, the type of agreement (supply, performance of work, etc.) is indicated.
3. On the duration of validity and the final date if a fixed-term agreement is concluded.

The journal must contain information about contracts and appendices to them. Various services of the enterprise can control the maintenance of the accounting book. For example, this could be the legal department, accounting, etc.

Preparation of contracts

1. General requirements for contracts

2.1.1. An agreement is an agreement between two or more persons (legal entities and individuals) on the establishment, modification or termination of mutual rights and obligations.

2.1.2. Contracts must be concluded in writing, usually by drawing up a single document signed by the parties.

It is possible to conclude an agreement by exchanging documents via postal, fax, electronic or other communication, provided that:

the chosen method of communication allows us to reliably establish that the document comes from a party to the contract;

no later than 14 days from the date of conclusion of the agreement in the manner indicated above, the parties will renew the agreement by drawing up a single document signed by the parties.

2.1.3. The draft agreement with Appendices must contain all the essential terms of the agreement.

Essential are the conditions regarding the subject of the contract, as well as the conditions that are named in the law or other legal acts as essential or necessary for contracts of this type, as well as all those conditions regarding which, at the request of one of the parties, an agreement must be reached.

Conditions recognized in accordance with current legislation as essential for a civil contract, the inclusion of which in the contract is mandatory:

• an object reflecting the essence of the established legal relations between counterparties;
• the price of the contract or the procedure for determining it (can be reflected directly in the text of the contract, or in the relevant Appendix to the contract with its obligatory reflection as an integral part of this contract);
• deadlines for the parties to fulfill their obligations under the agreement;
• payment procedure;
• rights and obligations of the parties;
• liability for failure to fulfill obligations;
• procedure for settling and resolving disputes;
• legal addresses, postal details, bank account information, fax and contact phone numbers, email address (if available).

2.1.4. The use of mixed contracts or contracts not named in the Civil Code of the Russian Federation is permitted in exceptional cases. Responsible departments are obliged to make every possible effort to conclude unmixed contracts named in the Civil Code of the Russian Federation.

2.1.5. The draft agreement with Annexes should, as a rule, contain the following:

• date (place to put the date) of the conclusion of the contract;
• place of conclusion of the contract;
• full name of the parties - legal entities: indication of the organizational and legal form and the actual name of the legal entity in accordance with the constituent documents;
• last name, first name, patronymic, passport details, date of birth of the party to the contract of an individual (for an individual entrepreneur, date and number of the registration certificate);
• date and number of the license, name of the issuing authority, if the party under the agreement carries out a licensed type of activity;
• position, surname, name, patronymic of the persons signing the agreement;
• name, date, number of the document confirming the authority of the persons signing the agreement;
• location (registration address);
• date and number of the license, name of the issuing authority, if the party under the agreement carries out a licensed type of activity;
• position, surname, name, patronymic of the persons signing the agreement;
• name, date, number of the document confirming the authority of the persons signing the agreement;
• location (registration address) of the parties to the agreement, actual address (if necessary, postal address);
• OGRN, INN, KPP codes OKPO, OKVED of the parties to the Agreement;
• bank details for settlements under the agreement: full name of the bank, location of the bank, number of correspondent, current accounts, BIC, SWIFT of the correspondent bank (for making payments in a currency other than Russian rubles);
• telephone numbers, fax numbers, e-mail addresses of the parties to the agreement, data of other means of communication, the use of which is possible for the purposes of execution of the agreement;
• the beginning and end of the contract;
• the subject of the agreement in accordance with the Civil Code of the Russian Federation or a clear definition of the relationship, if the agreement is not named in the Civil Code of the Russian Federation or is mixed;
• terms of transfer of goods, performance of work, provision of services;
• the price or the procedure for determining the price, the procedure for changing it, the distribution of costs for the execution of the contract between the parties. The price of a product or service is indicated without VAT, VAT is indicated on a separate line;
• payment order;
• other rights and obligations of the parties;
• measures of liability for non-fulfillment or improper fulfillment of obligations under the contract;
• the procedure for the consideration of disputes, indicating the place and judicial authority, including the need for compliance and the procedure for judicial review of disputes;
• an indication of the applicable law when concluding an agreement with a resident of another state;
• an indication of the number of copies of the agreement;
• space for signatures and seals of the parties.
• Depending on the type of contract and other circumstances, the contract may provide for any other necessary conditions.
• All Appendices must contain a link to the agreement indicating its details.

2.1.6. The text of the agreement must be consistent, logical, and structured.

2.1.7. The terms of the agreement must be formulated in such a way as to ensure the possibility of monitoring the fulfillment of any obligations of the Enterprise and the counterparty.

2.1.8. The draft agreement must contain references to:

Appendices, if part of the terms of the Agreement are agreed upon in the Appendices;

transactions ensuring the fulfillment of obligations under the Agreement (pledge, surety, insurance, bank guarantee, etc.), if any have been concluded or will be concluded;

other agreements or legal acts (acts of state authorities or local self-government, decisions of judicial authorities), if the agreement is concluded in execution of such documents or is related to them.

2.1.9. Contracts must comply with all legal requirements.

2.2. Forms of Agreements

2.2.1. In order to optimize contract work at the Enterprise, standard (standard) forms of contracts may be developed, approved and applied.

The standard form of an agreement cannot be changed when preparing a draft agreement using it. If the standard form of the contract is changed, it ceases to be such with a corresponding change in the procedure for approving the draft contract.

2.2.2. Standard forms of contracts are developed at the direction of the General Director. The standard form of the agreement is agreed upon with the legal adviser, with the heads of all directorates that may be included in the composition of the coordinating units for draft agreements prepared using this form, approved by order of the General Director and included in the List of standard agreements of the Enterprise.

If any conditions change in the standard form of the Agreement, it is subject to approval in the general manner established by these Regulations.

A change in the terms of a standard form of agreement means any deviations from the form or content of such an agreement, including changes in terms or the inclusion of new conditions in the agreement, as well as any replacements or exclusions of words and clauses in the text of the agreement.

2.3. Preparation of a draft agreement

2.3.1. The draft agreement is prepared by the Responsible Executive.

2.3.2. The draft agreement must be prepared using a standard form of agreement in accordance with the List of standard agreements of the Enterprise. When agreeing on a draft agreement prepared using a standard form, the Responsible Manager must, in addition to the Visa, put the following inscription on the Agreement Approval Sheet: “The use of the standard form of agreement has been confirmed.”

2.3.3. If the required standard form is not available, the draft contract must be prepared using any publicly available contract forms.

2.3.4. If, in the process of developing a draft agreement without using standard forms, issues arise that require special legal knowledge, for example, issues of interpretation of legal norms, the Responsible Manager can contact the legal service with a request for assistance in formulating the relevant terms of the agreement in compliance with the established procedure for interaction.

2.3.5. After developing a draft agreement without using standard forms, the Responsible Manager can contact the legal service with a request for preliminary approval of the developed draft agreement in compliance with the established procedure for interaction.

2.3.6. The responsible manager is obliged to make every possible effort to conclude an agreement according to the standard form used at the Enterprise.

2.3.7. The draft agreement of the Enterprise, returned by the counterparty with a protocol of disagreements, is agreed upon in the manner established by the Regulations for the approval of agreements. If the counterparty's version is accepted, the protocol of disagreements is signed by the General Director and one copy is sent to the counterparty. If the counterparty's proposals are rejected, then the Responsible Executive sends to the counterparty a protocol for reconciling disagreements or a message about the rejection of the counterparty's proposals and refusal to conclude an agreement on the terms proposed by the counterparty.

2.3.8. If it is necessary to conclude an agreement in the counterparty form, the Responsible Executive shall submit a draft counterparty agreement for approval.

2.3.9. If the counterparty's draft agreement raises objections, the Responsible Manager is obliged to make every possible effort to agree with the counterparty and include in the draft (text) of the agreement, prepared in the form of the counterparty, conditions that meet the interests of the Enterprise. If objections to the counterparty's draft agreement are documented in a protocol of disagreements, a reference to the existence of a protocol of disagreements is included in the agreement.

2.3.10. All terms of the draft agreement must be agreed upon with the counterparty before sending it for approval to the Authorized Persons of the Enterprise.

2.3.11. Before sending the draft Agreement for approval to other approving departments, the Responsible Executive must:

determine the list of coordinating departments;

prepare a Contract Approval Sheet by filling out the Approval Sheet form (Appendix A) in accordance with the requirements of the Regulations;

send a Visa copy of the agreement with the Approval Sheet to the Responsible Executive (this direction means approval of the draft agreement by the Responsible Executive).

2.3.12. After the agreement is approved by the Responsible Manager, the Responsible Executive sends the draft agreement for approval to other Authorized Persons.

2.4. Approval of the draft agreement

2.4.1. Approval of a draft agreement is a procedure for checking and certifying by the coordinating departments the compliance of the terms of the draft agreement with the legislation, Regulations, and interests of the Enterprise.

2.4.2. Coordination is carried out by affixing the Visa to the Agreement Approval Sheet.

2.4.3. Contracts must be agreed upon, depending on the type of contract, with the specialists and managers indicated in the form of the Approval Sheet (Appendix A).

The approval of the draft agreement on behalf of the divisions of the Enterprise is carried out by the following Authorized Persons:

• Responsible manager;
• Head of the directorate overseeing the subject of the contract;
• Legal Advisor;
• Director of Economics and Finance;
• if necessary, another interested department (Authorized person).

At the direction of the General Director or legal adviser, any division of the Enterprise may be included in the coordinating divisions.

2.4.4. The period for approval of a draft agreement in one coordinating department is no more than two working days. The Responsible Executive and Authorized Persons are obliged to take the necessary measures to speed up the procedure for approving the draft agreement.

2.4.5. If there are no comments to the draft agreement, the Authorized Person puts the Visa on the Agreement Approval Sheet.

2.4.6. If there are comments to the draft agreement, the Authorized Person is obliged, instead of a Visa, to state his comments in the Approval Sheet or attach them to it.

If the comments significantly change the text of the terms of the draft agreement, the Authorized Person is obliged to set out the corresponding version of the terms of the draft agreement.

2.4.7. After reviewing the draft agreement by all coordinating departments, the Responsible Executive must summarize the comments of all coordinating departments, coordinate them with the counterparty, include them in the draft agreement and obtain Visas of the Authorized Persons who made comments.

2.4.8. The need to re-approve the draft agreement with other coordinating departments, except for the department whose comments were included in the draft agreement, is determined by the Responsible Manager depending on the nature of the comments and their impact on the terms of the draft agreement.

2.4.9. The responsible manager is obliged to take all reasonable measures aimed at agreeing with the counterparty on the terms of the contract in order to eliminate the comments of the coordinating departments.

If there are unresolved comments from any approving department, the agreement may be submitted to the General Director for signature if the Responsible Manager considers it necessary to conclude an agreement with the existing comments. In this case, unresolved comments must be attached to the Agreement Approval Sheet.

2.4.10. If an agreement must be concluded in the presence of comments from the approving departments, the Responsible Manager must put the following inscription on the Agreement Approval Sheet: “I recommend signing if there are comments (indicate the name of the department whose comments have not been removed).”

At the same time, in the Agreement Approval Sheet, the Responsible Manager must indicate the reasons why it is necessary to sign the draft agreement if there are comments.

The responsible manager is obliged to show reasonableness and good faith when determining the need to conclude an agreement in the presence of comments from the approving departments.

2.4.11. Re-approval of the draft agreement is carried out by re-sending the Agreement Approval Sheet with the attachment of comments, the amended and previous Visa copies.

2.4.12. After completing the procedure for approving the draft agreement and, if the counterparty signs the agreement first, signing the Fair copies, the Responsible Executive sends to the General Director:

Agreement approval sheet;

Finish copies signed by the counterparty.

2.5. Scope of responsibility of coordinating departments

2.5.1. The scope of responsibility of the coordinating divisions is determined by the regulations on the relevant divisions, the Regulations, and other internal documents of the Enterprise.

2.5.2. When agreeing on draft contracts, the coordinating departments perform the following functions:

• Responsible department and head of the directorate overseeing the subject of the contract:
• checking the compliance of the terms of the agreement with the interests of the Enterprise;
• checking the status of the counterparty as a legal or natural person, including an individual entrepreneur;
• checking whether the counterparty has the authority to dispose of the subject of the contract;
• checking whether the person signing the contract on behalf of the counterparty has the necessary powers;
• checking whether the counterparty has licenses and other permits;
• checking the terms of the contract for the possibility of monitoring the fulfillment of any obligations of the Company and the counterparty;
• checking the compliance of the contract with the approved budget of income and expenses of the Enterprise.

Directorate for Economics and Finance:

• control of compliance of the contract with the approved budget of income and expenses of the Enterprise;
• checking: compliance of the payment procedure with the economic interests of the Enterprise;
• availability of contract expenses in the Company's cash flow budget;
• assessment of risks under loan agreements, placement of the Company’s funds in banks and other credit institutions, when purchasing or avalorizing bills of exchange from third parties, under guarantee agreements for third parties;
• for agreements with settlements in foreign currency, checking the compliance of the draft agreement with currency legislation;
• checking the compliance of the terms of the agreement with tax legislation, assessing the tax consequences of concluding and executing the agreement, including checking the terms of the agreement from the point of view of their impact on the formation of the tax base;
• checking the terms of the contract regarding the procedure and timing of submission of Documents for the execution of the contract.

Legal service:

• checking the compliance of the draft agreement with the law;
• checking the compliance of the draft agreement with the internal documents of the Enterprise;
• control over compliance with the procedure for carrying out Contractual work established by the Regulations.

2.6. Conclusion of an agreement

2.6.1. The right to sign contracts belongs to the General Director of the Enterprise.

The right to sign the agreement may be granted to another employee of the Company on the basis of a power of attorney issued by the General Director.

2.6.2. Printing of Fair copies and documents attached to them, initialing of Fair copies is carried out by the Responsible Department.

To avoid replacing pages of the contract, the responsible manager endorses each page of the contract. Pages must be numbered and stapled.

Signatures and seals of the parties to the agreement are prohibited from being placed on a separate sheet (page).

2.6.3. For signature, along with all the final copies of the agreement, the following are submitted (sent) in paper form:

Agreement approval sheet;

Unresolved comments from coordinating departments, if any.

2.6.4. After signing the agreement and affixing the seal of the Enterprise, the required number of Clean copies is sent by the Responsible Executor to the counterparty.

If a representative of the counterparty signs an agreement under a power of attorney, a copy of the power of attorney certified by the counterparty must be attached to the agreement.

2.6.5. All originals of contracts must be transferred by the Responsible Executive to the department responsible for their storage the next day after the parties sign the contract.

2.6.6. Copies of the Agreements and their Annexes in electronic form (with the exception of documents containing confidential information) are placed in the network folder “Contractual Activities”.

Grouping

Storage of contracts can be carried out in various ways. For example, agreements can be combined into groups, depending on the nature of legal relations with other parties to the transactions. Accordingly, the enterprise draws up several accounting journals in which agreements are recorded:

1. With counterparties-suppliers or purchasers of goods. An enterprise can separately register permanent and one-time agreements.
2. With entities providing services. Such documents are usually accompanied by additional agreements. Particular attention is paid to the procedure for storing contracts related to rental or utility services.
3. Contract. Such contracts are used during construction.
4. With employees.

Registration books perform a very important function. Each recorded agreement in the journal has its own number, through which the document can be quickly found in the database.

How are contracts disposed of after the storage period has expired?

The expiration of the period of validity and storage of the contract, the absence of the need for further preservation, allows the company to dispose of it. The organization creates a commission responsible for the procedure for destroying papers. The commission may be permanent or organized for a one-time action.

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The commission includes employees of at least 3 people. The commission is headed by a chairman. The responsibilities of the commission include:

• identification of documents that have lost their relevance and have survived the required storage period. Information about storage periods is taken from registration logs;
• selection of economically inappropriate forms and reconciliation of periods with the internal document regulating the deadlines;
• compiling an inventory of documents;
• recycling and drawing up an act.

Attention! Employee employment agreements are not disposed of. When an organization is liquidated, documents are transferred to the state archive. Civil forms are destroyed in the standard manner.

The act of destruction has legal force, is registered in the book of general documents and is presented to the tax authorities during inspection. Disposal of contracts is carried out annually.

Lists

The following lists have been approved by regulations:

1. Standard archival management documents. They are compiled in the process of work of government agencies, territorial government structures, and organizations.
2. Standard archival documentation. It is formed within the framework of production, scientific and technical activities of enterprises.

In the subject indexes to these lists, a fairly large number of types of contracts with corresponding storage periods are defined. Eg:

1. Contract agreement with the organization. This type is present in the first list, the shelf life is 5 years.
2. Agreement on the implementation of scientific and technical projects at the regional level. This type is provided in the second list. This agreement is kept permanently.

Organizing an archive of contracts

Organizing the archive of contracts takes place in several stages:

1. Documents are formed into files by merging with the corresponding contracts; at the same time, contracts of permanent and temporary storage periods, active and closed, are distinguished.
2. It is necessary to systematize contracts by year, counterparty, and date.
3. Cases are being drawn up. The details of the case cover and headings are drawn up; a certification sheet is drawn up, sheets are numbered, an internal inventory is drawn up (permanent storage files), documents are systematized within the file.
4. A register of contracts is being prepared for the accounting and legal departments to highlight closed cases.
5. Case inventories are compiled.
6. As for closed cases, documents with an expired shelf life are highlighted and must be destroyed; An act for the liquidation of documents is being prepared.
7. An analytical report on the lack of documents for contracts is drawn up.
8. A topographical index of the racks is drawn up.

Cases that have a shelf life of up to 10 years (temporary) are partially processed.

Allowed:

• do not organize documents;
• do not number the pages of the case;
• do not stitch (in other words, do not stitch).

Recommendations

It is worth saying that the clerk or secretary may not know about all the agreements concluded by the enterprise. This is especially true for large companies. In this regard, experts recommend:

1. Remove from the indexes present in the lists all types of documents listed there.
2. Create a single list of them.
3. With a compiled list, go through all divisions of the enterprise that have the authority to conclude contracts.
4. Pass the list to the heads of departments with a request to note what types of agreements they draw up.

After receiving the necessary information, unmarked contracts can be stored for 5 years.

Features of recycling

The end of the storage period for contracts, if there is no need to keep them further at the enterprise, allows you to destroy the documents. For this purpose, a special commission must be formed in the organization. She will be responsible for the disposal of contracts. The commission can be created either permanently or temporarily. It must include at least three employees and a chairman. Commission:

1. Identifies documents that have lost their relevance and have passed the retention period established for them. The sources of relevant information are accounting journals.
2. Selects economically unfeasible acts.
3. Checks deadlines against a local document establishing retention periods.
4. Generates inventories.
5. Recycles documents.
6. Draws up an act.

It is necessary to take into account that the destruction of employment contracts with employees is not carried out. In the event of liquidation of the enterprise, these agreements are sent to the state archives. As for civil agreements, they are disposed of according to general rules. The act that the commission draws up in the process of destroying documents has legal force.

Destruction

As mentioned above, it is impossible to destroy agreements just like that. First you need to make sure that the required period has actually passed. Only then can this document be destroyed. But these actions can often have dangerous consequences, which is why most employees prefer to perform them only and exclusively with the approval of management. It looks like this: an employee collects a sample of all the documentation that has already expired or is about to expire. The storage of contracts at an enterprise should preferably be structured in such a way that this sampling procedure does not take much time. Then, based on the received list, a report is made to management, the document is signed, filed, and only when all this is done does the process of direct destruction of contracts and other similar papers begin. Storing contracts in an archive on a permanent basis is not the best solution, especially since some companies even manage to make a little money from this by sending them to waste paper and so on.

Custody agreement: sample

This type of agreement is considered one of the most popular in modern market conditions. The storage agreement, a sample of which is presented in the article, allows you to ensure that the property is maintained in proper condition in the absence of the owner. Such agreements are concluded not only in the field of business, but also to satisfy individual household needs.

1. Subject of the transaction.
2. Responsibilities and rights of the parties.
3. Payment terms (if applicable).
4. Settlement of disputes.

General provisions of the agreement

Article 866 of the Civil Code defines what constitutes a custody agreement. According to the norm, under the terms of the agreement, one subject transfers material assets to another. The second party to the transaction undertakes to store them and return them at the end of the agreed period in the same condition in which he accepted them.

Simply put, the agreement provides for the transfer of an object into temporary possession with the condition of return. The custody agreement belongs to the real category. The corresponding responsibilities arise for the recipient at the time of receipt of the item. Meanwhile, a contract for storing things can also be consensual.

Types of agreements concluded between counterparties

The whole variety of contracts concluded by individuals and legal entities, both with each other and among themselves, can be divided into three main categories:

1. Agreements on property transactions;
2. Contracts;
3. Service agreements.

Agreements on property transactions involve the transfer by one of the parties (or exchange between the parties) of agreed upon objects of property (goods, real estate, etc.) both for permanent possession and for temporary use (lease agreements).

Contract agreements regulate the relationship that arises between the customer and the performer of any work (repair and construction, auto repair, etc.). Such contracts are usually accompanied by acts of acceptance of completed work, the signing of which by the customer confirms the fact that they have been completed in accordance with all the conditions set out in the contract.

Service agreements differ from work contracts in that they deal exclusively with services, and not with the creation of any material goods or objects. For example, a contract for painting a car involves applying a certain paint coating to its body (creating a material object) and refers to contract agreements. But an agreement with a car parking refers solely to the provision of car storage services and does not imply the creation of any material benefits, and therefore it refers to contracts for the provision of services.

Agreements can be concluded either between two persons or between groups of persons. In the latter case, the counterparties for one of the parties to the contract will not be one individual or legal entity, but a whole group of them.

Each of the three groups of contracts presented above, in turn, can be divided into the following subgroups:

• A preliminary agreement is usually concluded before signing the main agreement. As a rule, it is prepared and concluded as part of preliminary negotiations on a future project;
• The main agreement directly concerns the subject of the transaction and regulates all the rights and obligations of the parties associated with it;
• Additional agreements , as the name implies, are concluded in addition to the main one. They are directly related to the subject of the main contract and may introduce a number of additional conditions into it;
• The framework agreement does not imply much detail and specificity; it only outlines the general boundaries and determines the scale of the upcoming agreement;
• The named agreements are directly provided for in the legislation of the country and have direct references from it (for example, a purchase and sale agreement). Unnamed agreements, accordingly, do not have any references to legislation;
• A remunerative contract involves the exchange of goods between its participants (for example, goods in exchange for money). In contrast, a gratuitous agreement involves only a unilateral transfer of benefits (for example, a gift agreement);
• A public contract involves concluding with everyone on the same terms. Accordingly, a non-public agreement is intended to be concluded with a limited number of persons;
• A simple agreement contains agreements on one specific project - the subject of the transaction, and a mixed agreement can contain many different projects;
• The consensual agreement is considered to come into force immediately from the moment of its signing;
• A real contract involves, in addition to the agreement of the parties, the transfer of its subject matter. For example, a loan agreement is considered concluded only after the lender transfers to the borrower the amount of money specified in it.

Specifics of the transaction

In all cases, the subject matter in respect of which the service contract is concluded is storage. Various objects can act as objects. These are things both individually defined and those united by generic characteristics, securities, etc. The agreement may establish a specific period for the item to be held by the other party. The shelf life may be indefinite. In this case, the legal owner of the item has the right to claim it at any time.

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Agreement form

Article 887 of the Civil Code contains a reference to 161 norms of the Code. Its provisions apply to the extent that they do not contradict the special rules of Art. 887. In addition, the legislation allows for the addition of 161 provisions with certain conditions. For example, this article contains an indication of the lower limit on the transaction amount, at which a written form of the agreement is required.

887 norm, in turn, reveals the concept in detail. The transaction amount is expressed in the price of the property provided for storage. To determine the binding nature of the documentary form of the agreement, the size of the remuneration and the very condition on the need for its payment do not matter. Accordingly, even a free storage agreement involves determining the transaction amount.

Product Contents

Quite often, as part of business activities, a storage agreement is drawn up between legal entities. In this case, the agreement may provide for the transfer for temporary storage of a variety of items. Of particular interest, however, is the agreement for the storage of goods. In Article 907, paragraph 1, there is a definition of such an agreement.

1. Special item. It is a product. This, in turn, allows agreement to be made regarding individually defined and generic objects. Accordingly, the relationship may be subject to a regular or special (typical for warehousing) regime.
2. Subject composition. Both a commercial and non-commercial structure can act as a custodian within the framework of a transaction. At the same time, the law makes a reservation for the latter. Non-profit organizations can be custodians if these activities are aimed at achieving the purposes for which they were created. Counterparties are entities for whom the transferred items are products that they sell.
3. Availability of reward.

General provisions

1.1. This Regulation establishes general rules on the procedure for concluding and executing contracts, agreements, contracts, and annexes to them (hereinafter referred to as contracts).

1.2. The Regulations have been developed in accordance with the current legislation of the Russian Federation.

1.3. The procedure for preparation, execution, signing, approval, execution and termination of agreements concluded between ____________________ (hereinafter referred to as the Agency) and counterparties is determined by the current legislation of the Russian Federation and these Regulations.

1.4. The preparation of draft agreements, organizational support for the conclusion of agreements, as well as control over their implementation are entrusted to the relevant structural unit of the Agency, an official who, on behalf of the General Director (hereinafter referred to as the General Director) or another manager at the direction of the General Director, is the executor.

1.5. Consulting support and legal expertise are entrusted to the Agency's legal adviser.

Specialized common areas

The key feature of such warehouses is that by permit, legislation or other regulatory act, the commercial organizations in whose jurisdiction they are located are obliged to accept products for storage from any owner. The corresponding rule is provided for in Article 908 of the Civil Code in paragraph 1.

Agreements that are concluded with everyone who wishes to deposit goods are considered public. In addition to specialized common areas, there are also departmental areas. Their functioning is associated with servicing organizations and enterprises included in the corresponding departmental system. However, if there is free capacity, such warehouses can accept products from third-party companies for storage.

Disputes between the parties regarding draft agreements

5.1. A draft agreement developed by the relevant structural unit in accordance with paragraphs. 1.4. of these Regulations and returned by the counterparty with a protocol of disagreements, must be reviewed by a legal adviser together with the relevant department within 3 (three) working days.

5.2. If the submitted disagreements are accepted, then the corresponding structural unit in accordance with paragraphs. 1.4. of these Regulations prepares a new draft agreement taking into account proposals (comments), which is endorsed and submitted for signature in the manner established by clause 6 of these Regulations.

5.3. If proposals are rejected, then the corresponding structural unit in accordance with paragraphs. 1.4. of these Regulations transfers to the counterparty an agreement with a protocol of disagreements and a conclusion on the reasons for rejecting its proposals (comments).

5.4. If the contract prepared by the counterparty raises objections from the relevant structural unit in accordance with paragraphs. 1.4. of these Regulations or from a legal adviser, a protocol of disagreements is prepared by the relevant structural unit or legal adviser who has comments (suggestions) on the agreement.

Additional features

Typically, when receiving products, the warehouse must conduct an inspection at its own expense to determine the external condition and quantity of items. The inspection data is entered into the relevant documents. The custodian can independently change the conditions of maintenance of objects, if necessary. The organization must inform the owner of the product about the measures taken.

If, during storage, damage to objects is detected that goes beyond the scope of the contract or normal damage standards, a report is drawn up. On the day of its registration, the owner of the product is notified. One more feature of warehouse storage should be noted. The owner of the product receives a special document from the receiving party.

It is worth considering that without its preparation, the written form of the agreement will not be considered complied with. To confirm the acceptance of items for storage, the organization issues a double or simple warehouse certificate or receipt. The difference between them is that the first two documents belong to the category of negotiable securities.

The receipt is not like that. Moreover, it is not considered a document of title. It cannot be transferred to third parties. In the case of a consensual agreement, the parties may use the traditional form of the document. At the same time, such an agreement not only fixes the warehouse’s obligation to accept products for temporary maintenance during the period agreed upon by the parties to the transaction, but also specifies the regime for locating facilities and details the conditions for compensation of emergency costs.

Concept and terms of contracts

2.1. An agreement is an agreement between two or more persons (legal entities and individuals) on the establishment, modification or termination of mutual rights and obligations.

2.2. Conditions recognized in accordance with current legislation as essential for a civil contract and the inclusion of which in the contract is mandatory:

a) an object reflecting the essence of the legal relationship being established between the counterparties;

b) the contract price or the procedure for determining it (may be reflected directly in the text of the Agreement, or in the relevant Appendix to the Agreement with its obligatory reflection as an integral part of this Agreement);

c) deadlines for the parties to fulfill their obligations under the agreement;

d) payment procedure;

e) rights and obligations of the parties;

f) liability for failure to fulfill obligations;

g) the procedure for settling and resolving disputes;

h) legal addresses (postal details), information about bank accounts, fax and contact phone numbers, email address (if any).