Protocol for offsetting mutual claims sample. Netting agreement between three organizations (sample)

In this article, we will continue our topic of the netting agreement. But here we will consider another option: a tripartite netting agreement between organizations. We will learn how and when this operation can be carried out, and at the end of the article you will have the opportunity to download a sample of filling out a tripartite netting agreement.

Tripartite netting agreement between organizations

A netting agreement between three organizations can be executed only if mutual agreement has taken place and the execution has passed in one document. In such a paper, it is imperative to indicate which “debts” the organizations write off to each other, as well as list those documents that can document this. The netting agreement is regulated by Article 410 of the Civil Code of the Russian Federation. In order for a triple agreement to be drawn up, there must be at least one application from either side. Offsetting in this article is equated with the concept of "independent transaction".

Terms of a tripartite netting agreement between organizations

In order for a netting agreement between the three entities to be legally binding, three conditions must be met:

• The parties participating in the netting agreement are obliged to treat each other as a "debtor - creditor". In other words, they must have counter "debts"
• The "debts" of the parties involved in the netting agreement must be comparable to each other
• The period of time in which you need to pay off your debts has already begun. It happens that a specific period is not specified or is determined at the time on request

Thus, concluding all of the above, we will speak in simple terms: organizations participating in a tripartite agreement must form a kind of vicious circle of their debts to each other.

Do not forget that the tripartite netting agreement should be displayed in the documents. What kind of documents can these be?

• For example, an act of acceptance, a contract, a consignment note, an extract from a banking organization, and so on. In general, these can be any papers that testify that mutual demands have been made.
• For example, reconciliation documents. This can act as evidence of the amount of credit and debit
• Actually, the netting agreement itself between the three organizations

Download Sample Tripartite Netting Agreement

Thus, we can conclude that a netting agreement between the three organizations is quite possible to formalize. To do this, the conditions described above must be met. For clarity, we recommend that you download a sample tripartite netting agreement, which is located at the link above.

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

Can 3 firms enter into a netting agreement?

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

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

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

Example

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

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

Sample triple netting agreement: how to draw up a document

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

1. Immediately before signing the contract, it is desirable to reconcile the settlements of debts (decree of the Arbitration Court of the North Caucasus District of July 7, 2016 No. F08-3112/16 in case No. A32-7482/2015).

The reconciliation results can be fixed in a separate act.

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

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

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

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

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

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

4. The contract must contain the following information:

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

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

In the course of cooperation between organizations, there are often cases when they provide each other with services that have the same price, in such cases it is possible to perform the calculation by means of mutual offset with the preparation of the corresponding act.

The act of offset is a document confirming the fact of settlement of homogeneous claims on mutual debt, that is, with financial debt, a set-off of funds is necessary.

Such a document is necessary to record the fact of repayment of a certain amount, that is, in addition to indicating a specific amount of debt to the counterparty, it contains data on the amount reducing the debt, while repayment of the debt can be either in full or in part.

It is compiled at the request of one of the parties to conduct mutual verification and reduce the number of claims against each other.

When drawing up a document, it does not matter what kind of debt of counterparties - the main thing is that it should be of a homogeneous nature.

How to carry out netting and how to draw up such a transaction you can see here:

By whom and when is the document drawn up

A document is drawn up at the request of one of the counterparties, while with unequal debt from one company, the debt can be fully repaid, and from the other only part of it.

After the application, the documents are verified by the representatives of the company - experts in this field, and an act of offset is drawn up by authorized persons and chief accountants.

Such a document must be signed by the head of the company, while the seal is not required since 2016.

What is offsetting and when is it acceptable?

Offsetting is a complex and complex operation, however, it is acceptable due to its reflection in accounting, like financial transactions, as a mutual settlement for the provision of services. How to make - read the step-by-step instructions on the link.

Set-off has a number of features, one of them is the adoption of the operation and drawing up an act of many departments:

• Accounting;
• Financial;
• Supply and household;
• Legal.

Important: only with the close cooperation of all these services is it possible to form a legally competent document.

The operation can be performed if there are mutual claims that have not yet expired, are not specified, or are determined by the time of the claim.

At the same time, the entities must be parties to several obligations for which homogeneous claims arise, that is, there are different agreements concluded by counterparties, but it is possible to use offsetting for one obligation, for example, in case of default on obligations, a claim for damages arises as a counterclaim there may be a reward.

The key features of the occurrence of offsetting are the following - the presence of debt to the organization, while being its creditor, who can receive claims for the payment of debt and set them on the counter, usually such claims arise regarding the payment of funds. you will find out in what order a claim for payment of debts under a supply contract is drawn up.

At the same time, if a deadline for demanding the fulfillment of obligations to the counterparty is set, on the onset of this day it is possible to set counter homogeneous requirements, if any.

Sample of filling in the act of offsetting. Photo: towhite.win

When offsetting is not allowed

According to the legislation, there are debts, the execution of which is strict, in which case the use of mutual offset is unacceptable.

The list of such debts includes:

• The expiration of the limitation period or the presence of one of the counterparties in the lists of bankrupts. Which one is set for individuals - read in the publication at the link;
• Collection of alimony or payment of compensation to the victim;
• Investment in the authorized capital of a contribution by one of the shareholders;
• When set-off is assumed in relation to heterogeneous claims;
• When offsetting transactions performed in different currencies;
• In other cases, when the operation is contrary to the law.

The nuances of the formation of an act of tripartite netting

Sometimes it becomes necessary to draw up an act of offset between the three parties to cooperation, or even more.

Such a need arises if the parties provide each other with homogeneous services interconnected, then a document is drawn up in which the following data are available:

• Information about the documents that are proof of the provision of mutual services by companies to each other;
• The amount of debt of each of the counterparties on the date of the formation of the document;
• The final amount agreed earlier, which is subject to withdrawal from receivables and payables from each participant. you will learn how to write off accounts receivable with an expired limitation period;
• The amount of the remaining debt to the counterparties of each of the participants in the transaction.

Settlement act - form and details

The act does not have a unified form, but the following information must be entered into it:

• Details of the parties;
• Date and place of compilation;
• List of persons participating in the compilation;
• Title of the document;
• The basis for its formation;
• Details of the documents on which the debt was formed;
• Amounts owed with VAT expression;
• Reimbursable amount;
• The presence of the remaining debt;
• Signatures of the parties.

An example of an act of offsetting mutual claims.

Compilation Instructions

1. A document is formed in any form, according to the expressed requirements of the parties.
2. Compose it available, both by hand and in printed form.
3. For its compilation, it is available to take A4 paper.

Important: after drawing up the document, each party must have its own copy signed by all authorized persons and certified by the head of the enterprise.

1. In this case, the act must necessarily have the following data:

• Information about enterprises conducting offsetting;
• Reasons for the emergence of debts;
• List of obligations;
• final amount.

Important: the act must be accompanied by a list of documents for which debts arose.

What could be the mistakes

• When generating a document, it is necessary to indicate all the numbers with the selection of a column to reflect VAT;
• Amounts are indicated in numbers and words;
• When indicating the grounds for debt, it is necessary to make references to documents, as well as indicate the dates of their formation and numbers;
• Also, in order to avoid invalidating the act, it is necessary to indicate the fact of consent to mutual settlement and indicate exactly how it will be carried out in full or in part;
• If there is an amount of debt remaining after the operation, it is necessary to indicate the date of its full repayment after signing the act;
• All persons who sign the document are required to decipher the signature and indicate the position.

Tax and accounting for this operation

In order to correctly calculate the amount of taxes paid, it is necessary to take the date of signing the act as the date of receipt of funds for the shipment of goods as a basis.

Important: the amounts subject to offset on the basis of the act are subject to the accrual of tax liabilities, as they are included in income.

The following entries are used in the balance sheet to reflect the offset:

• Provision of services or sale/shipment of goods Dt 62 Kt 90;
• Reflection of the offset amount on a certain date or debt write-offs - Dt 60 Kt 62.

Conclusion

The set-off act has a limiting difference from the reconciliation act, since the amount obligatory for repayment is fixed in it, especially since the reconciliation act is a mandatory document when carrying out an offset operation.

All interested persons take part in its compilation with the introduction of essential conditions and details of the parties, which may be more than 2 - 3 participants.

Also, when specifying the serial number of the document, it is possible to supplement it with numbers related to the nomenclature of the enterprise.

You will learn how to offset and transfer debts between counterparties in 1C in this video:

Along with the fulfillment of contractual obligations in a literal form, in practice, the so-called offset is often used between organizations, about which an act is drawn up. Ready-made examples of a document, a sample for drawing up and legal nuances - about this right now.

The legislation allows for the possibility of signing an act of offset between organizations, but does not describe specific requirements for the sample and design features. Therefore, in the general case, the parties can use an arbitrary form, taking into account established norms in business practice. Thus, the following information should be reflected in the act:

1. The title of the document is centered. The full names of organizations are also written here, exactly as they were indicated in the previously concluded agreement.
2. What follows is a short preamble. It describes the purpose of the document, which is usually formulated as "more efficient and faster settlement between the parties."
3. In the next paragraph, it is necessary to state the current situation:

• what obligations exist today between partners;
• the basis for the occurrence of these obligations is an agreement, an additional agreement (number, name, date);
• the term for the fulfillment of obligations, which was originally assumed (under the contract).

1. The subject of this act - i.e. the essence of mutuality:

the amount for offset (or other obligations);

• calculation procedure;
• term of enrollment (or fulfillment of obligations).

1. Then you can reflect the assertion that the obligation to fulfill obligations comes directly from the date of signing the act in the prescribed manner.
2. You can also specify that all other obligations that are not supposed to be set off under the act will be fulfilled in accordance with the text of the previously signed agreement.
3. If necessary, applications are prescribed - which documents were attached, in what quantity, their name, type (original or copy) and number of pages.
4. At the end, as always, the details of the company, name, current account number, signature of officials, decoding (surname, initials), date, seal (if any) are indicated.

The document is drawn up between an unlimited number of parties. The number of original copies is exactly equal to the number of sides. It is allowed to use copies, which are certified by the signature of the responsible person and the seal of the organization on each page. All originals and properly certified copies have the same legal effect.

NOTE. The absence of the seal of the organization on the act is allowed if the original print is not used in practice. However, in most cases, round seals, organization stamps and even impressions certifying the signatures of managers are affixed.

Legal Aspects and Benefits

The possibility of carrying out the offsetting procedure, as well as the legal grounds and features, are prescribed mainly in the Civil Code. The main purpose is to reduce their costs, solve the accumulated problems of outstanding obligations. At the same time, the offset is assumed precisely for obligations related to the provision of services and / or supply of goods, and not for payment obligations, which is reflected in the diagram.

In practice, the obligations of one party and the other are rarely equal to within rubles, therefore, in fact, the offset is always made at a lower amount. Accordingly, one partner owes the other a certain difference.

The advantages of this type of interaction are obvious:

• the parties can resolve long-standing problems with outstanding debts or other obligations under the contract;
• partners can agree on the most acceptable form of set-off and thereby save on the costs that will arise in the case of the usual (literal) execution of the contract;
• finally, even in the simplest option of offsetting cash on debt obligations, the parties are guaranteed to save on bank commissions, which are quite noticeable in the case of large amounts.

When can you reconcile

Carrying out such a procedure is possible if the parties not only agreed on their positions, but also took into account two conditions at the same time:

1. Homogeneous nature of debts.
2. The fact of the moment of fulfillment of obligations.

Uniformity

Uniformity of debts that are supposed to be liquidated between organizations by signing an act is a very important requirement. The most common example of homogeneous claims is debt obligations in the same currency: in rubles, euros, dollars, etc. At the same time, for any foreign currency, it is also important to agree in advance on a single settlement rate (usually at the rate of the Central Bank of the Russian Federation on the day of the transaction).

However, the parties may also agree to set off claims of a heterogeneous nature - for example, obligations in different currencies. It is enough to agree on a common approach to the exchange rate by amounts.

If we are talking about the fact that one company has a monetary debt, and the other has not completed part of the work that it must do under the contract, then the requirements are clearly heterogeneous, therefore there can be no offset between organizations, which means that it is impossible to sign a sample act .

Due date

It is allowed to carry out the procedure only in cases where the actual deadline for fulfilling obligations has already come. For example, the parties agreed to supply goods from May 1, 2018. The offset of such claims is not possible today, in November 2017, because the delivery has not yet been fulfilled.

NOTE. Often, the supply agreement or other agreements do not specify specific terms within which the debt must be repaid. Accordingly, we can assume that the moment of the obligation has already happened after the signing of the contract. Thus, offsetting is possible.

When the procedure cannot be performed

Set-off becomes impossible in those cases that are expressly provided for by civil law and / or an agreement between partners:

1. When such a condition is expressly prohibited in the contract. A clause on the impossibility of offsetting should be included in the text of the agreement in advance, when it can be foreseen that this will be clearly unprofitable for your company.
2. When it comes to interaction with a foreign counterparty with whom foreign economic activity is carried out. Set-off is prohibited in most of these cases.
3. If 3 years have already elapsed since the deadline for fulfilling the requirements - i.e. limitation period.

Benefits of netting over barter

Settlement between organizations, the sample act for which was discussed above, has some similarities with barter, because in both cases we are not talking about the literal fulfillment of our obligations, but only about the exchange. But in fact, the external similarity is of a formal nature, and netting is more profitable than barter:

1. Barter is carried out under an exchange agreement, in which only 2 parties can participate.
2. Settling is easier: no additional contracts are needed, it is enough to get consent, draw up and sign an act.
3. The very concept of barter is not in the legislation (but there is mutual offset). At the same time, an exchange agreement is equated to a sale and purchase agreement, and an exchange agreement can only be associated with material objects (commodity assets). At the same time, services and/or works may also be offset.
4. Carrying out offset accounting is much simpler: the tax base is calculated in the usual way, sales transactions are made. As for the offset of obligations, they are reflected in the following posting:

A netting agreement is drawn up in cases where the two parties to the transaction agree among themselves on the full or partial netting of funds under the contract.

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 in the small sector of the economy experience certain problems with finances - they are often lacking, they are invested in turnover, goods, etc., but meanwhile it is necessary to pay off partners. This is where reciprocity works best.

Key conditions for the implementation of this method of calculation:

1. presence of at least two contractual obligations in relations between companies. At the same time, according to one of them, each organization must be a creditor, according to the second - a debtor: in this way, mutual "overlapping" of debts occurs. In some cases, several enterprises participate in offsets at once - the law fully allows this.
2. homogeneous nature of obligations(for example, in the form of finance), in addition, it is necessary that certain deadlines be set aside for the offset, or the possibility of claiming is stipulated.

Organizations can use offsetting not for the entire amount of obligations, but in part, in other words, you can make an offset in the amount of the smallest debt. The rest can be paid in cash.

Positive and negative aspects of offsetting

Reciprocity has both its 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 reduction in costs and saving cash.

At the same time, this calculation method also has minuses, which, first of all, include the fact that for any business the most profitable and interesting is the receipt of financial resources.

Such transactions, especially those made with a certain regularity, often attract the attention of the tax authorities during their inspections, which often entails the imposition of various kinds 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 settlement 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.

In what cases can not be used offset

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

Who forms the agreement

The 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 the agreements on which compromises have been reached on the terms of mutual offset. It is important that this person has an idea about all the details of contractual obligations, and is also familiar with the rules for compiling such papers.

How to compose paper

The netting agreement does not have a unified uniform form, therefore, representatives of enterprises and organizations can write it in any form or according to a model developed and approved within the company.
The main thing is that in its structure this document complies with certain standards of office work, in addition, in terms of content, it must 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 necessary to fix:

• the fact of the agreement reached;
• 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 must be noted in a separate paragraph.

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 in 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 on 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 executed 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 operations.

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