How to issue an offset of mutual claims sample. Deed of netting between organizations - sample and advice on drawing up

Sometimes counterparties have a question about carrying out offset transactions. For example, if two legal entities have entered into agreements with each other (for example, an agreement for the provision of legal services), according to which they are obliged to perform certain actions in relation to each other, then counter obligations can be set off.

In accordance with Article 410 of the Civil Code of the Russian Federation, obligations can be terminated in full or in part, taking into account a counter homogeneous demand, the time period thereof has either already arrived, or its deadline is not specified or is determined by the date of demand. For offset, statements of one of the contracting parties are required. If the other party agrees, then an act of offsetting claims is drawn up.

Cases when the offset of claims is not possible in accordance with the law

1. If, at the request of one person, the claim is subject to the limitation period and this period has expired.

2. When compensating for harm caused to personal health or the life of an individual.

3. When collecting alimony.

4. With lifelong maintenance, etc.

If this does not contradict the agreements existing between the parties, then, in the event of the assignment of the right of claim, the debtor has the right to set off against the claim of the new creditor his counterclaim to the original creditor. This offset is made if the claim arose on the grounds that existed by the time the debtor received the notification of the assignment of the right of claim, and the claim period came before it was received, or this period was not specified or indicated by the moment of claim.

Must be observed when drawing up an act

At first, obligations should be only between the parties under the contracts in question, if the claim is presented by a third party that is not involved in these transactions (is not a party under the contracts under which offset is made), then the drafting of this act is impossible.

Secondly, in the act, only homogeneous requirements should be indicated, for example, monetary claims and non-material claims are not subject to offset, since in this case the requirements will be counterproductive, and therefore cannot be set off in the act.

Thirdly, the parties have the right to make the necessary mutual offset of only those obligations (claims), the calendar deadline for which has already come in accordance with the studied contracts. Such a period must be specified in the contracts, otherwise the debt obligation of one party is recognized as having arisen from the moment when the other party fulfilled its obligation under the contract. In this case, the deadline for the fulfillment of obligations must pass.

It must be remembered that in accordance with the legislation of our country, it is allowed to offset both full mutual obligations of the parties, and their partial repayment. In this situation, the act must indicate the smallest amount of claims of one of the parties and a similar amount of claims of the other party.

Below is a sample of such an act, you can download it for free or use similar documents (for example: documents) posted on our website "Agreements for Everyone". If you need our help, we are ready to prepare an act for your personal situation.

Offsetting act

LLC "New Technologies" represented by the authorized representative of Kuidev Farid Abdulkhayumovich, acting on the basis of power of attorney No. VAN / 28574-34 dated November 17, 2013, hereinafter referred to as "Party 1", on the one hand, and LLC "Plasma welding" represented by the representative of Mamin -Sergey Sergei Stepanovich, acting on the basis of power of attorney No. 2376-38674-МССС dated November 17, 2013, hereinafter referred to as "Party 2", on the other hand, they have drawn up this act (hereinafter - the "Act") on the following:

1. Under the service agreement dated March 20, 2013 No. 3496829-LRPO.

2. Under the service agreement dated April 01, 2013 No. 3968576-TRPA.

3. The parties agreed to offset under the aforementioned agreements in the amount of 1495832.01 (one million four hundred ninety-five thousand eight hundred thirty-two) rubles 01 kopeck. The unrecorded amount in the amount of 39,586.07 (thirty nine thousand five hundred eighty six) rubles 07 kopecks is transferred by Party 1 to the current account of Party 2 within five banking days from the date of signing this Act.

etc...

The entire form of the offsetting statement is in the attached file.

The act of offset or offset of mutual claims between legal entities (legal entities) under the act. In this topic, we'll talk about how to properly draw up an act of offset between 3 and 2 legal entities. persons, as well as what are the requirements for the registration procedure? We talked about the rates of offset in the last topic. What is a reconciliation act and what is it used for? The act of reconciliation of settlements (act of reconciliation of mutual settlements) is a document that confirms the debt obligations of a trade or public catering enterprise.

First, let's take a look at which ones are presented. requirements for a netting act.

Requirements for the act of offset

According to paragraph 1 of Article 9 of the Law on Accounting, all business transactions carried out by a trade or public catering enterprise must be formalized by supporting documents, which serve as primary accounting documents.

Primary accounting documents are accepted for accounting and tax accounting if they are drawn up in the form contained in the albums of unified forms of primary accounting documentation, and documents, the form of which is not provided there, including the statement of reconciliation of calculations, must have the following mandatory details:

a) the name of the document;
b) date of preparation of the document;
c) the name of the organization on behalf of which the document was drawn up;
d) the content of the business transaction;
e) measuring instruments of a business transaction in physical and monetary terms;
f) the names of the positions of the persons responsible for the performance of the business transaction and the correctness of its registration;
g) personal signatures of these persons.

According to clause 3.11 of GOST R. 6.30-2003 “Unified documentation system. Unified system of organizational and administrative documentation. Requirements for paperwork ", approved by the Resolution of the Gosstandart of Russia dated March 3, 2003 N 65-st" On the adoption and implementation of the state standard of the Russian Federation "(hereinafter referred to as GOST), the date of the act is the date of the event. In this case, documents issued by two or more organizations must have one (single) date.

The date in the document is drawn up like this, the date January 15, 2014 should be issued on 01/15/2014.
Allowed is a verbal and numeric way of formatting the date, for example, January 15, 2014, as well as formatting the date in the sequence: year, month, day of the month, for example: 2014.01.15.

Based on clause 3.12 of GOST, the registration number of the document consists of its serial number, which can be supplemented at the discretion of the trade or public catering enterprise with the case index according to the nomenclature of cases, information about the correspondent, executors, etc. The act of reconciliation of mutual settlements is drawn up by two organizations. In this case, the registration number of such a document (drawn up jointly by two or more organizations) consists of the registration numbers of the document of each of the parties to the act, put down through a slash in the order of the authors in the document.

In accordance with clause 3.22 of GOST, the "Signature" requisite includes: the name of the position of the person who signed the document (full, if the document is not drawn up on a document form, and abbreviated - on a document drawn up on a form); personal signature; transcript of the signature (initials, surname).

In the act of offsetting, all parties involved in its implementation are indicated. The main part indicates:

1. Party-1 is the creditor of Party-2 under agreement No. ___ dated 11.11.1111, the amount of obligations is 11,111 rubles, including VAT of 11,111 rubles;
2. Party-2 is a creditor of Party-3 under agreement No. ___ dated 11.11.1111, the amount of obligations is 11,111 rubles, including VAT of 11,111 rubles;
3. Party-3 is a creditor of Party-1 under contract No. ___ dated 11.11.1111, the amount of obligations is 11,111 rubles, including VAT of 11,111 rubles;
4. The parties agreed to offset mutual claims in the amount of 11,111 rubles, including VAT of 11,111 rubles. (If some amounts are higher, then the offset is made for a lower amount).
5. After the offset of mutual claims, the debt of Party-1 to Party-3 is 11,111 rubles. etc. There must be signed acts of reconciliation of settlements before the offset, and after it.

Offsetting statement (statement of offsetting mutual claims)

ACT
offset of mutual claims of three legal entities

G. _____________

"___" __________ 201__

We refer to__ hereinafter “Party 1”, represented by _______________________, acting ___ on the basis of _________________, and ____________________, hereinafter referred to as “Party 2”, represented by _____________________, acting ___ on the basis of ___________________, and _________________, hereinafter referred to as ___ “Party 3”, represented by __________________, acting ___ on the basis of _____________, equally referred to as the "Parties", have drawn up this act on the following:

To speed up settlements, the Parties agreed to set off the amount of mutual homogeneous claims, the due date of which has come. Reciprocal claims are expressed in rubles of the Russian Federation, the grounds are indicated below (or in the reconciliation act dated "__" _______ ___ year N _____), total for the amount of _______ (____________) rubles, including VAT<*>_____ (______________) rubles.

After the Parties set off mutual homogeneous claims under this act, the balance of debt as of "____" ______ ____, Party ____ to Party _____ is _________ (______________) rubles, including VAT _____ (___________________) rubles.

Parties ____ to Party _____ is ______ (_____________) rubles, including VAT _____ (___________________) rubles.

Side 1: Side 2: Side 3:

___________________ ___________________ ___________________

___________________ ___________________ ___________________

authorized person authorized person authorized person

___________________ ___________________ ___________________

chief accountant chief accountant chief accountant

M.P. M.P. M.P.

Application:

The act of reconciliation of mutual debt dated "___" _____________ 201__, No. ______.

———————————

<*>In accordance with paragraph 4 of Art. 168 of the Tax Code, the amount of tax presented by the taxpayer to the buyer of goods (works, services), property rights, is paid to the taxpayer on the basis of a payment order for the transfer of funds when carrying out commodity exchange transactions, offsetting mutual claims, when using securities in settlements.

When offsetting between 2 legal entities it is very important for persons to correctly document it, especially when refunding VAT

On the basis of Article 410 of the Civil Code of the Russian Federation, an obligation, the due date of which has come, is either not defined, or is determined by the moment of demand, can be fully or partially terminated by offsetting a counter homogeneous claim. For offset, a statement by one of the parties is sufficient.

It seems appropriate to divide the offsetting into two stages:
1. Identification of debt (optional, auxiliary stage). Debt identification is drawn up by a bilateral act of debt reconciliation (calculations, etc.). The debt reconciliation act determines the amount of debt and is offset by its result. The importance of this act is especially important when carrying out a set-off at the request of one of the parties.
2. Repayment of mutual debt - signing of the act (protocol) of netting (in the case of unilateral netting, sending a letter on repayment of debt by offsetting a homogeneous counter claim).

In the letter, it is necessary to indicate on the basis of which agreements the offset is made, who is the creditor and the debtor for each claim, the exact amount of the repaid debt (it is advisable to indicate the details of the reconciliation statement). There must be an indication that it is the basis for considering the amounts of mutual debt repaid.
The letter must have an outgoing number and date, as well as signed by the director or a representative by proxy.

In the statement of offset of mutual claims, it is necessary to indicate: the date, place of drawing up, the names of the parties and details, the grounds for the occurrence of debts, the amount of debt and a record that the amount (s) of mutual debt is (are) repaid (s). The act is signed by an authorized person.

If there is VAT in the amount of debt, both in the letter and in the act, VAT is highlighted in a separate line and a link is made to invoices.

In accordance with paragraph 2 of Art. 7 of the Law of the Russian Federation of 06.12.91, N 1992-1 "On Value Added Tax", reimbursement from the budget includes the amount of VAT on actually paid and capitalized inventory items (works, services), the cost of which is attributed to the costs of production and circulation ...
Therefore, the goods (work, service) must be capitalized and paid for.

With regard to payment, the VAT Law means the termination of the buyer's obligations to the supplier in any way, both monetary and non-monetary.

When offsetting (Article 410 of the Civil Code of the Russian Federation), the mutual obligations of the parties are terminated (repayment of receivables and payables). Therefore, for tax purposes, offsetting is treated as payment.
At the same time, for a legitimate offset (refund) of VAT, the tax amounts must be highlighted in a separate line in all primary accounting documents, on the basis of which the offset is made (clause 16 of the instructions of the State Tax Service of the Russian Federation of 11.10.95 N 39 "On the procedure for calculating and paying value added tax "). In addition, a properly issued supplier invoice is a prerequisite for VAT offset. The invoices of the purchasing company and the supplying company must be indicated in the offsetting statement. The following must also be indicated: the offset amount, VAT, the offset date.

Clearing unilaterally, then according to Art. 410 of the Civil Code of the Russian Federation: “Obligations are terminated in full or in part by offsetting a counterclaim, the deadline for which has come or the deadline for which is not specified or is determined by the moment of demand. The statement of one party is enough for offset. "
As you can see, the civil legislation allows for offsetting at the request of one party, when there are similar counterclaims, the maturity of which has come, is not specified or is determined by the moment of demand. Article 411 of the Civil Code of the Russian Federation names the circumstances in which offsetting is impossible, in particular, offsetting of claims is not allowed:
- if, at the request of the other party, the claim is subject to the limitation period and this period has expired;
- on compensation for harm caused to life or health;
- on the recovery of alimony;
- about lifelong maintenance;
- in other cases stipulated by law or contract
As for the technical side of the issue, the offset initiator can send a notification letter to the counterparty, which indicates the grounds for the occurrence of mutual debt, the amount to be offset and a message that from now on the company considers itself not related to the counterparty and the counterparty in relation to itself any obligations for the amount set off by this letter. For additional accounting, as well as in order to avoid conflicts with the tax authorities, it is recommended to draw up an additional offsetting act (it is allowed to sign it unilaterally by the offset initiator).

Drawing up an agreement on offsetting occurs in cases where the two parties to the transaction agree among themselves on the full or partial offset of funds under the agreement.

Files

Conditions under which offsetting can be carried out

Offsetting allows you to pay for goods or services received in the opposite order.

In difficult market relations, many enterprises of the small sector of the economy experience certain problems with finances - they are often lacking, they are invested in turnover, goods, etc., and meanwhile it is necessary to settle accounts with partners. Offsetting is the best suited here.

Key conditions for the implementation of this method of calculation:

1. the presence of at least two contractual obligations in relations between companies... In this case, according to one of them, each organization must be a creditor, according to the second - a debtor: in this way there is a mutual "overlap" of debts. In some cases, several enterprises are involved in offsetting at once - the law quite allows this.
2. homogeneous nature of obligations(for example, in the form of finance), in addition, it is necessary that certain deadlines are set aside for the offset, or the possibility of demand is agreed.

Organizations can use offset not for the entire amount of obligations, but in part, in other words, you can offset in the amount of the smallest debt. The rest of it is permissible to pay extra in monetary terms.

Positive and negative aspects of offsetting

Offsetting has both pros and cons.
To the pluses refers to the fact that such a set-off can be carried out without the participation of financial resources, but, for example, when using any goods or services, which, accordingly, leads to a decrease in costs and the preservation of cash.

At the same time, this calculation methodology has and proceeding from this minuses, which, first of all, include the fact that for any business the most profitable and interesting is the receipt of funds.

Such transactions, especially those made with a certain regularity, often attract the attention of tax officials during their inspections, which often entails the imposition of various types of fines on companies.

That is why it is better to resort to the practice of offsetting only in the most extreme cases, when other forms of settlements are impossible for some reason. And in the offset agreement, all the nuances of the transaction should be prescribed as carefully and in detail as possible.

When you can't use offset

The legislation defines situations in which the use of offset is excluded: first of all, these are cases when a claim arises for compensation for damage to health. A complete list of such exceptions can be found in Article 411 of the Civil Code of the Russian Federation.

Who forms the agreement

An agreement can be drawn up by a representative of any of the parties: any lawyer of the enterprise, any employee of the accounting department, or a specialist of the structural unit in charge of contracts on which compromises have been reached on offsetting terms. It is important that this person has an understanding of all the details of contractual obligations, and also be familiar with the rules for drawing up this kind of papers.

How to compose paper

The offsetting agreement does not have a unified uniform form, therefore, representatives of enterprises and organizations can write it in any form or according to a sample developed and approved within the firm.
The main thing is that in its structure this document should comply with certain standards of office work, in addition, in terms of content, it should include some mandatory information. These include:

• the name of the organizations between which the agreement is being formed, their details;
• place and date of drawing up the form.

In the main part of the document, it is imperative to record:

• the fact of an agreement reached;
• a reference to the contracts under which it is carried out.

If there are any additional conditions or documents that are attached to this agreement, they should be noted as a separate item.

The nuances of drawing up an agreement between organizations

The execution of the agreement, as well as its content, is completely at the mercy of the employees of the companies. It can be written on an ordinary sheet of paper of any convenient format or on the letterhead of any of the organizations, by hand or in printed form.
Further, the paper is signed by the directors or their representatives from both sides. Signatures must be "natural".

If organizations use seals and stamps in their activities, then the agreement form should be endorsed.

The agreement is made in two identical and equivalent copies - one for each of the interested parties. After the document is drawn up and endorsed, it must be registered in the register of documents for each of the companies. In the future, the document serves as the basis for the corresponding accounting transactions.

The agreement should be stored together with the agreement in a separate folder for the period established by the legislation of the Russian Federation or internal regulatory legal acts of companies (but not less than three years).

The prescriptions of the provisions of Russian civil legislation allow both the literal fulfillment of mutual obligations and their termination by offset. At the same time, the domestic provisions of rule-making allow both the preparation of a bilateral agreement and the drawing up of an act of offset between the three organizations. A sample of such a form can be downloaded from the text below.

Termination of obligations by offset

Any obligation must be fulfilled in accordance with its essence.

It should also be noted that unilateral refusal to perform duties or their change is equally not allowed.

It should be emphasized that the norms of domestic norm-setting acts in the field of economic relations directly allow for alternative options for the execution of agreements. One of these methods is the conclusion of a tripartite netting act designed to settle mutual claims between the three companies.

This is directly stated in Art. 154 of the Civil Code of the Russian Federation, which allows both bilateral agreements and multilateral transactions.

Regardless of the number of participants in the test, when compiling the form, the following essential requirements must be taken into account:

• the obligations of all persons must be of the same kind and essence;
• for companies paying off the relationship, the due date is due;
• Considering that the termination of obligations is a transaction, in order to conclude an act of offset of mutual claims of three legal entities, the intention of all parties for the specified operation is required.

In addition to the above, when drawing up an offset agreement, it should be put in writing and ensure that the text of the form contains the necessary information:

• it must contain the names of enterprises, full names of managers or authorized persons with an indication of the documents giving them the right to sign the form;
• each tripartite act of offsetting mutual claims, a sample of which is given at the link below, should describe the essence of the obligations, the grounds for their occurrence, the timing of performance, as well as the size of the initial claims and an indication of the part to be repaid.

Tripartite Offsetting Act

The formation of the described form is completed with the signature and seal of the enterprise.

It is important to note that at present, the stamp of the organization on the text of the agreement is not a mandatory requirement. However, taking into account the established customs of business turnover, it is possible to affix the signatures of officials under the text of the tripartite offsetting act with the seals of the parties.

Set-off certificate between three companies

The current system of civil legislation does not contain any special or special requirements for the procedure for the manufacture, registration or signing of an offset agreement between the three enterprises.

In order to comply with the provisions of Russian rule-making acts, the relevant companies must comply with all the mandatory offsetting requirements reflected in the tripartite offsetting act, a sample of which is given at the link above.

The only peculiarity is that when offsetting obligations between the three organizations, each company must be a debtor. Only when such a condition is implemented will the principle of reciprocity of requirements be ensured and, accordingly, the legitimacy of the triple act of netting, a sample of which is given in this publication, will not raise doubts.

As a conclusion, we consider it important to emphasize that the agreement on the offset of counterclaims, like any other civil law contract, can be challenged and invalidated. In this case, the obligations will not end.

To minimize labor costs for the production of the agreement in question, we recommend using a sample of a tripartite offsetting act, which can be downloaded from the link above.

When carrying out economic activities in commercial organizations, situations may arise when the available working capital is insufficient to cover obligations. At the same time, one firm shipped goods to another, which in turn provided services, and the third organization counter-shipped material values. If, within the framework of several counter-agreements, a receivable and payable debt has arisen between three business entities, it is advisable to draw up a tripartite netting act.

The signing of this document by representatives of all three organizations will reflect counter claims for the same amount in accounting. The main advantage of this method is that mutual debt will be liquidated as soon as possible without the movement of funds in bank accounts. From our article you will learn more information about the netting act between organizations and the specifics of its preparation. You will be able to download a sample of the trilateral offsetting act below.

The main nuances of drawing up an act on netting of funds

The unified form of the document has not been developed at the legislative level, therefore it is drawn up in free form. In the act, it is necessary to indicate a list of documents confirming the fact of the occurrence of debt (contracts, invoices, etc.), their numbers and dates of drawing up. Also in the text it is necessary to indicate the amount of obligations that will be liquidated by offset, the amount of uncounted debt and the maturity date. All amounts are written in numbers and in words (to avoid mistakes).

The trilateral act of offsetting mutual claims, a sample of which you will find below, is drawn up in triplicate. The form of the document must be signed and sealed by all parties. The executed act is the basis for offsetting mutual obligations and making the necessary accounting entries.

The debt offset procedure begins by sending a statement from one firm to another. The amount of debt can be identified using a reconciliation statement. It should be borne in mind that obligations that have not yet expired are subject to offset. If entrepreneurs have never encountered the design of this document before, they can take as a basis a sample of a triple offsetting act.

List of required details

• document's name;
• the names of the organizations involved in debt offsetting;
• date and place of drawing up the act;
• amounts to be offset;
• signatures of responsible persons.

In addition to the listed details, the act should indicate the exact date of the offset and the list of circular debt obligations of all organizations. An example of a tripartite offsetting statement will be provided below.

Example of filling

LLC "Alpha" supplied LLC "Beta" with construction materials in the amount of 200 thousand rubles. Beta LLC carried out repair work in the office of Gamma LLC, the cost of the work was 160 thousand rubles. In turn, LLC "Gamma" sold combustible materials to LLC "Alpha" in the amount of 90 thousand rubles.

The procedure for drawing up the act will be as follows:

1. At the very beginning of the document, the name is prescribed ("Act of offset of mutual claims of three legal entities").
2. The date of compilation and the locality are indicated below.
3. Next, the essence of the agreement is prescribed.
4. It is mandatory to list the existing mutual debt and the documents that became the basis for its occurrence.
5. After that, indicate the balance of the parties' debt to each other after offsetting.
6. The document is certified with seals and signatures of representatives of each company.
7. An act of reconciliation of mutual debt is attached to the document.

Representatives of small and medium-sized businesses in the process of carrying out their activities often use an act of offset between three organizations, a sample of which is not approved by law, to quickly repay part of the existing obligations.