each of their parties in the concluded agreement in relation to each other, which has assumed obligations under the agreement. Each of the partners entering into a contract is considered a counterparty. Counterparties enter into relationships in the process of fulfilling the subject and conditions of the contract

Information about the concept of a counterparty, who such counterparties are, searching and selecting a counterparty and concluding an agreement with him, the nuances of concluding an agreement with a counterparty, checking a counterparty when concluding an agreement, the procedure and accounting for settlements with a counterparty when fulfilling the terms of an agreement

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Counterparty is, definition

The counterparty is a natural or legal person, institution or organization that is a party to civil law relations when concluding a contract. Each of the parties is a counterparty to each other. Each of the partners who signed the agreement is a counterparty. Counterparties are bound by certain obligations in accordance with the signed agreement.

The counterparty is one of the parties to the contract in civil law relations. Counter or against comes from the opposition of one side to the other, in the contract each of the obligations of the parties is mutually opposed (corresponding) to the right of the other side and vice versa. In civil law relations, the counterparty is understood as one of the parties to the contract. Both parties to the contract act in relation to each other. Each of the partners entering into a contract is considered a counterparty. A contractor can be called, for example, a contractor - an individual or legal entity who undertakes to do certain work, according to the customer's assignment, receiving a reward for this.

The counterparty is a person or institution that has assumed certain obligations under the contract; each of the parties to the contract in relation to each other.

Counterparty documents

Counterparties are persons, institutions, organizations bound by obligations under a common contract, cooperating in the process of fulfilling the contract.

counterparty is a term that denotes one of the parties negotiating in the course of civil law relations. This implies that the parties are opposed to each other within the framework of these relations. That is, each obligation of one party has a corresponding, or mutually opposing, right of the other party. In a contractual relationship, both parties are counterparties to each other. This term can also be understood as a contractor, that is, a company that performs certain types of work, in agreement with the requirements of the customer.

counterparty is each of the parties (person or institution) in the contract in relation to the other party.

counterparty is a person or institution that has assumed some obligation under a contract.

About contractors

The counterparty is one of the participants in the transaction in the Forex market. At the moment of making a transaction, for example, for a purchase, there is always a counterparty who makes an opposite transaction for sale at that moment. The virtual nature of the Forex market makes counterparties invisible to each other, but this does not mean that each Forex participant acts on his own: on the contrary, he is part of a huge mechanism that operates throughout the world.

The counterparty is person or organization with whom you have a financial relationship. If you buy goods on the market, the counterparty is the Market, if you receive a salary at work - the name of your company will be the counterparty in the program. If you pay a salary to an employee, the employee will be a counterparty in the program.

The counterparty is a person who is both a client and a partner.

The counterparty is legal or individual with which the organization interacts.

The counterparty is an organization or individual who participates in the paperwork as a supplier or buyer.

The counterparty is the person or institution that assumes certain obligations under the contract. IN international relations not possible without the participation of counterparties. This applies to both the sale and purchase of goods and the provision of services.

Etymology of the word "counterparty"

The word appeared in Russian in the first half of the 18th century. Borrowed in German in the meaning of the contracting party, that is, one of the parties to the contract.

The etymology of a word, reflecting the whole range of its meanings, can be represented in ways. First: contr - the initial part of words with the meaning "opposed to something" + agent. The second way: to link the German word kontragent with Latin origins. The Latin word contrahens is the present participle from contrahere to negotiate, make a deal, from trahere to pull, attract, receive, distribute.

An appeal to the origins of the word allows us to more fully highlight such a meaningful aspect of its meanings as opposition. There is in the form of opposition of one side of the contract to the other. In the contract, each of the obligations of one party mutually opposes (corresponds to) the right of the other party and vice versa.

In English, that is, in international documents, the concept of counterparty can be expressed through the following words. Related in spelling and pronunciation, the English counteragent is used extremely rarely. The contracting party is most actively used. This word, as well as the contractor, which is primarily close to it, literally means - the party to the contract, the one who is in the contract. Counter-party is also used - the side of the contract. Co-signatory - jointly signed. Covenantee - party to the agreement, which is reflected in the Latin word convenire - to come together.

Modern interpretation words as an economic and legal concept: counterparty - each of the parties to the contract in relation to each other, incurring certain obligations.

In a wider range of values, the counterparty is:

One of the parties to the contract in civil law relations;

The person or institution that has assumed certain obligations under the contract;

Each of the parties to the contract in relation to each other;

Each of the partners entering into the contract;

Opposing party in a commercial transaction;

Contractor: one who undertakes to perform, at his own risk, certain work on the instructions of another party (customer).

Main types of counterparties

The type of contract is important in the system of mutual settlements, it is in accordance with the type of contract that their direction is determined. Let's take a closer look at each of them.

Definitions of the main types of counterparties in accordance with the definitions of contracts in the Civil Code of the Russian Federation. Definitions of counterparties are arranged in ascending order of the numbering of articles of the Civil Code of the Russian Federation.

Contractors seller and buyer

The contract of sale is an agreement under which “... one party (the seller) undertakes to transfer the thing (goods) into the ownership of the other party (the buyer), and the buyer undertakes to accept this goods and pay a certain amount of money (price) for it” (clause 1 of article 454 of the Civil Code).

Counterparties pledgor and pledgee

The pledge is an agreement by virtue of which “... the creditor under the obligation secured by the pledge (mortgagor) has the right, in the event of the debtor's failure to fulfill this obligation, to receive satisfaction from the value of the pledged property predominantly over other creditors of the person who owns this property (pledger), with exceptions established by law” (paragraph 1 of Article 334 of the Civil Code).

Counterparties guarantor and creditor of another person

The contract of guarantee is an agreement under which “... the guarantor undertakes to be responsible to the creditor of another person for the fulfillment by the latter of his obligations in full or in part” (Article 361 of the Civil Code)

Contractors supplier and buyer

The supply contract is an agreement under which “... the supplier - the seller, carrying out entrepreneurial activities, undertakes to transfer, within the stipulated period or terms, the goods produced or purchased by him to the buyer for use in entrepreneurial activity or for other purposes not related to personal, family, household and other similar use” (Article 506 of the Civil Code of the Russian Federation).

Contractors supplier and consumer

The energy contract is an agreement under which “... the energy supplying organization undertakes to supply the subscriber (consumer) with energy through the connected network, and the subscriber undertakes to pay for the received energy, as well as to comply with the mode of its consumption provided for by the agreement, to ensure the safety of the operation of the energy networks under his control and the serviceability of the devices and equipment used by him related to energy consumption” (clause 1 of article 539 of the Civil Code).

Counterparties commission agent and committent

The commission agreement is an agreement under which “... one party (commission agent) undertakes, on behalf of the other party (principal), for a fee, to make one or more transactions on its own behalf, but at the expense of the principal” (clause 1 of article 990 of the Civil Code).

Counterparties donor and donee

The donation agreement is an agreement under which “... one party (the donor) transfers or undertakes to transfer to the other party (the donee) a thing in ownership or a property right (claim) to itself or to a third party, or releases or undertakes to release it from a property obligation to itself or to a third person” (clause 1 of article 572 of the Civil Code).

Counterparties rent recipient and rent payer

The lease agreement is an agreement under which “... one party (the rent recipient) transfers property to the other party (the rent payer), and the rent payer undertakes, in exchange for the property received, to periodically pay rent to the recipient in the form of a certain amount of money or provide funds for its maintenance in another form” (clause 1 of article 583 of the Civil Code).

Tenant and landlord contractors

The lease agreement is an agreement under which “... the lessor (landlord) undertakes to provide the tenant (tenant) with property for a fee for temporary possession and use or for temporary use” (Article 606 of the Civil Code).

Contractors renter and tenant

The tenancy agreement is an agreement according to which “... one party - the owner of the residential premises or a person authorized by him (landlord) - undertakes to provide the other party (tenant) with residential premises for a fee for possession and use for living in it” (clause 1 of article 671 of the Civil Code).

Counterparties lender and borrower

The gratuitous use agreement (loan agreement) is an agreement under which “... one party (the lender) undertakes to transfer or transfers the thing for free temporary use to the other party (the borrower), and the latter undertakes to return the same thing in the condition in which it received it, taking into account normal wear and tear or in the condition stipulated by the contract” (clause 1 of article 689 of the Civil Code).

Clients and contractors

The contract is an agreement under which “... one party (contractor) undertakes to perform certain work on the instructions of the other party (customer) and hand over its result to the customer, and the customer undertakes to accept the result of work and pay for it” (clause 1 of article 702 of the Civil Code).

Contractors customer and contractor

Contracts for the performance of research, development and technological work are contracts under which “under a contract for the performance of scientific research work, the contractor undertakes to conduct scientific research stipulated by the technical specifications of the customer, and under a contract for the performance of experimental design and technological work - to develop a sample of a new product, design documentation for it or a new technology, and the customer undertakes to accept the work and pay for it” (clause 1, article 769 of the Civil Code).

Contractors sender and carrier

The contract for the carriage of goods is an agreement under which “... the carrier undertakes to deliver the cargo entrusted to him by the sender to the destination and issue it to the person (recipient) authorized to receive the cargo, and the sender undertakes to pay the established fee for the carriage of the cargo” (clause 1 of article 785 of the Civil Code).

Contractors carrier and passenger

The contract for the carriage of a passenger is an agreement under which “... the carrier undertakes to carry the passenger to the destination, and in the case of the passenger's baggage, also deliver the baggage to the destination and issue it to the person authorized to receive the baggage; the passenger undertakes to pay the established fare, and when checking in luggage, also for the carriage of luggage” (clause 1, article 486 of the Civil Code).

Contractors freighter and charterer

The charter agreement is an agreement under which “... one party (the charterer) undertakes to provide the other party (the charterer) for a fee with all or part of the capacity of one or more vehicles for one or more flights for the carriage of goods, passengers and baggage” (Article 787 of the Civil Code).

Counterparties lender and borrower

The loan agreement is an agreement under which “... one party (the lender) transfers money or other things defined by generic characteristics into the ownership of the other party (the borrower), and the borrower undertakes to return to the lender the same amount of money (loan amount) or an equal amount of other things received by him of the same kind and quality” (clause 1 of article 807 of the Civil Code).

Counterparties lender and borrower

The loan agreement is an agreement under which “... a bank or other credit organization (creditor) undertakes to provide funds (credit) to the borrower in the amount and on the terms stipulated by the agreement, and the borrower undertakes to return the amount of money received and pay interest on it” (clause 1 of article 819 of the Civil Code).

Counterparties bank and depositor

The bank deposit agreement is an agreement under which “... one party (bank), which has accepted the amount of money (deposit) received from the other party (depositor) or received for it, undertakes to return the deposit amount and pay interest on it on the terms and in the manner prescribed by the agreement” (clause 1 of article 934 of the Civil Code).

Counterparties bank and account holder

The bank account agreement is an agreement under which “... the bank undertakes to accept and credit funds received to the account opened by the client (account holder), fulfill the client’s instructions to transfer and issue the appropriate amounts from the account and conduct other operations on the account” (clause 1 of article 845 of the Civil Code).

Counterparties custodian and bailor

The storage agreement is an agreement under which “... one party (the custodian) undertakes to keep the thing transferred to it by the other party (the bailor) and return this thing in safety” (clause 1 of article 886 of the Civil Code).

Contractors insurer and policyholder

The property insurance contract is a contract under which “... one party (the insurer) undertakes, for the fee stipulated by the contract (insurance premium), upon the occurrence of an event (insurance event) provided for in the contract, to compensate the other party (the insured) or another person in whose favor the contract is concluded (the beneficiary), the losses caused as a result of this event in the insured property or losses in connection with other property interests of the insured (to pay insurance compensation) within the amount specified by the contract (sum insured)” (clause 1 of article 929 of the Civil Code).

Counterparties Attorney and Principal

The assignment agreement is an agreement under which “... one party (attorney) undertakes to perform on behalf and at the expense of the other party (principal) certain legal actions” and the rights and obligations for all completed attorney transactions arise from the principal” (clause 1 of article 972 of the Civil Code).

Counterparties agent and principal

The agency agreement is an agreement under which “... one party (agent) undertakes, for a fee, to perform legal and other actions on behalf of the other party (principal) on its own behalf, but at the expense of the principal or on behalf and at the expense of the principal” (paragraph 1 of article 1005 of the Civil Code).

Counterparties founder of management and manager

The trust management agreement is an agreement under which “... one party (the founder of the management) transfers the property to the other party (the trustee) for a certain period of time in trust management, and the other party undertakes to manage this property in the interests of the founder of the management or the person indicated by him (the beneficiary)” (clause 1 of article 1012 of the Civil Code).

Counterparties copyright holder and user

The commercial concession agreement is an agreement under which “... one party (the copyright holder) undertakes to grant the other party (the user) for a fee for a period or without specifying a period the right to use in the user's business activities a set of exclusive rights belonging to the copyright holder, including the right to a trade name and (or) commercial designation of the copyright holder, to protected commercial information, as well as to other objects of exclusive rights provided for by the agreement - a trademark, service mark, etc.” (clause 1 of article 1027 of the Civil Code).

Counterparties comrades

Simple partnership agreement (agreement on joint activities) - This an agreement under which “... two or more persons (partners) undertake to combine their contributions and act jointly without forming a legal entity in order to make a profit or achieve another goal that does not contradict the law” (clause 1 of article 1055 of the Civil Code).

Choosing a counterparty

In the process of preparing and implementing foreign trade operations, participants resort to a detailed study of both the potential range of possible counterparties, specific firms and organizations, existing counterparties and competitors. Studying the activities of the counterparty is a common element of the trading operation.

There are many specific conditions that determine the choice of a trading partner, but there are also general provisions that guide merchants in the implementation of international trade transactions.

The choice of a counterparty largely depends on the nature of the transaction (export, import, compensation, etc.), as well as the subject of the transaction. In this case, 2 questions arise: in which country and from which foreign counterparty is it better to buy or sell the necessary goods.

When choosing a country, along with economic considerations, they take into account, first of all, the nature of trade and political relations with this country: preference is given to those with which there are normal business relations, supported by a contractual legal basis and which do not allow discrimination against our country.

When choosing a firm, it is extremely important to study various aspects of the activities of potential partners, taking into account criteria such as:

Technological - the study of the technical level of the company's products, its technological base and production capabilities;

Scientific and technical - information about the organization of research and development work and the costs of them;

Organizational - the study of the organization of company management;

Economic - assessment of the financial position and capabilities of the company;

Legal - the study of the norms and rules that are in force in the country of a potential partner and are directly or indirectly related to cooperation.

A comprehensive study of the activities of firms, taking into account these criteria, will allow an objective approach to the choice of a reliable potential partner in a foreign economic transaction.

As a rule, foreign trade or foreign economic organizations, firms, departments, bureaus, etc. are engaged in collecting data on counterparties.

Operational and commercial work on the study of firms in foreign trade organizations should include:

Preliminary collection of data about the company with which it is planned to negotiate and conclude a deal;

Current monitoring of the activities of firms and organizations with which contracts have already been concluded;

Identification and study of new firms and organizations of possible counterparties for export and import;

Systematic study of the structure of commodity markets for the main export and import items;

Monitoring the activities of competitors.

Summarizing practical experience and generally accepted methods for assessing potential partners, their reliability and profitability, we can identify a number of principles that allow an objective approach to the choice of a counterparty partner.

Basic principles for choosing a counterparty firm:

First of all, it is necessary to assess the degree of solidity of the business partner. The degree of solidity of the company refers to quantitative indicators of activity (the so-called indicators of the production and market activities of the company), the scale of operations, the degree of solvency, as well as the degree of confidence that banks have in it.

Indicators of production and market activity of the company can be divided into 2 groups: general (basic) and private.

General metrics include:

Net profit received by the firm;

Sales volume or turnover;

Indicators of profitability of the production and market activities of the company, the growth rate of its sales and assets, qualitative and quantitative composition working capital;

The presence of a sufficient amount of means of payment;

The ratio between own and borrowed capital.

Private indicators are indicators of the firm's solvency (liquidity and coverage ratios).

Another important principle in choosing a firm is its direct business characteristic - business reputation. The company's reputation is determined by thoroughness and conscientiousness in the performance of obligations, experience in a particular business area, the desire to take into account the proposals and wishes of the counterparty and resolve all emerging difficult situations through negotiations. Over the past 15 years, the share of the cost of reputation (in the total value of the company) has increased from 18% to 82%. That is, if a company is valued at $40 million, then $10 million is the price of its tangible assets, and $30 million is the cost of reputation. A 1% decrease in a company's reputation index causes a 3% drop in its market value at once. For example, in 2001, FORD, an American manufacturer of passenger cars, bought back from the public a series of previously sold cars with a design defect, trying to maintain its impeccable reputation deserved by many years of experience.

The next principle can be called taking into account the experience of past transactions. If there are other level playing field merchants give preference to those firms that have proven themselves well in the past.

When choosing a partner, its position in this market can be of some importance - whether it is an intermediary or an independent producer (consumer) of products. Merchants, as a rule, strive to eliminate unnecessary intermediary links in trade operations so as not to cede part of the profit to an intermediary. At the same time, intermediary services are widely used in cases where they are an objective necessity.

It has long been known that information is the most expensive commodity. This is especially felt by companies whose success depends on the trustworthiness of a partner. And since there is demand, there is also supply. Today, more and more players in the market use paid systems to check counterparties.

The right choice of counterparty is often the key to a successful transaction. Agree, few people want to cooperate with a partner who has already acted as a defendant in court several times in a case of untimely delivery of goods. To avoid such troubles, analytical programs were created that check contractors for cleanliness. Such systems make it possible to assess the structure of a company, determine co-owners and affiliations of persons, see the arbitration cases of a company, make extracts from the Unified State Register of Legal Entities, and much more.

Ten years ago, the tax authorities did not pay special attention on the honesty of counterparties, therefore, there was no need to check them. But after 2006, concepts such as bad faith of the counterparty and obtaining unjustified tax benefits began to be applied. In this regard, the question arose of checking partner companies.

Today in Russia there are several leading information and analytical systems for checking counterparties. Information is provided by the Central Bank of Russia, the Federal Tax Service, the Federal Financial Markets Service, the Supreme Arbitration Court, the Treasury of Russia, and Rospatent. The number of such sources depends on the system and its cost. In Russia, official databases of registration, tax, statistical and financial authorities have existed for a long time. But the automated electronic systems of these structures appeared relatively recently. Openly, however, information began to be provided only in 2000.

By accumulating information from open resources, counterparty verification systems provide it to customers in a convenient form. You can request information about any legal entity by TIN, full name of the owner of the company and address of the organization. At the same time, there are two main ways to obtain information - a subscription for a year / month or a one-time paid request for a specific person or company.

The need to check the counterparty

One of the important advantages of online counterparty verification systems is speed. It will take a week to get an extract for a company from the Unified State Register of Legal Entities in the tax service, but in the system this can be done in three seconds. In addition, the tax authorities are unlikely to tell that the person being checked is the founder of several companies at the same time. The program will give out such information without problems.

There is such a scheme - "carousel". This is when the owners regularly resell the company, for example, once every six months. The company can simply pass from hand to hand, it can be the object of M&A. After some time, when it will be necessary to answer for his debts, the former owner says that he no longer has a company, and he completely sold his property. Naturally, in this case, the one who demands the debt will remain the loser.

Such a scenario is dangerous for large companies, such as construction companies, which often work on a system of prepayment to wholesale suppliers or contractors. In order not to run into similar one-day firms, you can check them in advance in the system - look at the financial statements, arbitration cases and much more, which will provide important information about the company, and most importantly, will allow you to draw up complete picture.

Let's take another example to understand. When a company submits a VAT refund declaration to the tax service, the inspectorate conducts cross-checks with counterparties. If it turns out that your counterparty is a shell company, you may be accused of laundering money in this way.

According to experts, in order to identify dishonest companies, you need to pay attention to several points. To begin with, you can check whether the company participates in public procurement. If so, then this already allows you to be sure of its honesty, because companies are usually carefully checked before being admitted to trading. It is equally important to pay attention to the fact that counterparties have arbitration cases in courts. In addition, it is necessary to study the financial statements of the company and its balance sheet. This will allow you to trace the history of the development of the enterprise and understand at what stage it is now. And if a company is supposed to provide accounting reports to Rosstat, but does not do this, then there is a violation of the law.

The main users of systems for checking counterparties are large companies that are interested in finding reliable suppliers and contractors, law firms specializing in arbitration cases, banks and insurance companies, as well as firms participating in tenders. The latter, for example, need to know which state tenders a particular company has won, for what amounts, what is the scope of work and the result of execution. Unlike the public procurement website, which is more focused on finding a customer, in such systems, data can be grouped both by contractors and customers, and you can also view all completed genders declared by any organization. Having received such information, you can evaluate potential competitors, which will help in future bidding.

Errors when checking a counterparty

But in such systems, too, not everything is smooth. So, according to lawyers and entrepreneurs, data even in paid programs for checking counterparties are often outdated, and in fact the speed of information can cost a company a lot of money.

“The downside of databases is that financial statements in most cases it is reflected with a big delay - up to three quarters. Information about changes in constituent documents, about owners, and management bodies is also out of date,” Roman Yukhno, head of the credit department of one of Gazprombank's branches, shared his experience.

Another frequent drawback of such information and analytical programs is unverified data. The more reliable the information, the more confidence in the organization providing it, and this is primarily income. Therefore, there are practically no cases of deliberate provision of false data by companies, but errors do occur. Basically, this is outdated information or mechanical errors, when the operator makes an elementary mistake when entering data into the electronic register. But there is a very real criminal liability for providing false information.

To minimize the risk of such problems, experts recommend using paid versions of systems: it is better to pay for the program now than to lose a significant amount later in case of an unsuccessful transaction.

"A miser pays twice, so you can't use only free systems," said Konstantin Basenko, head of security at the Kuban Universal Bank. - The advantage of paid programs is that they operate with data from many sources and have a large amount of information. Of course, spending on paid services is important for the bank, but the losses from cooperation with unverified counterparties can be much more tangible.”

However, experts do not recommend relying entirely on these programs when choosing counterparties. No system can completely eliminate risks. Information should be properly studied, double-checked, and only after careful analysis - used.

According to lawyer Viktor Morozov, in order to seriously check the counterparty, in addition to the information base, a competent analyst is also needed. “You have to be able to work with data. Even in order to simply get information, you need to initially have the right request. You can deal with any databases, paid or free, the main thing is to be able to do it,” Morozov believes.

An integrated approach to checking counterparties

According to Rosstat, today the first three places in terms of revenue in the market of information and analytical systems for checking counterparties are occupied by Interfax (SPARK program), Integrum and Multistat. Less popular systems include SKRIN, Fira Pro, Kartoteka.Ru, Medialogy, Public.Ru and Park.Ru. All existing services provide both paid and free services, and their prices vary in a very wide range. Public services are mainly aimed at individual citizens, while the rest are focused on legal entities.

Today, sales of programs for checking counterparties in the Business intelligence category are constantly growing, and revenue is increasing every year, so it is easy to predict their prosperous future. However, Andrey Reshetinsky, chief administrator of information resources of the GMC Rosstat and head of the Multistat project, thinks otherwise. In his opinion, this market is now undergoing a natural decline. “There are few enterprises in our sector that really work. All the big players either know each other or everyone knows the main players. External investors are still cautious about Russian companies, so there is no fierce demand,” Andrey Reshetinsky explains.

According to experts, the result of the work of such systems for checking counterparties is only an auxiliary factor. It is up to the customer to decide on what basis he will choose the counterparty. An exception is organizations for which the law provides for a procedure for checking related enterprises. Indeed, in this case, if profiled counterparties are identified, the company will be refused cooperation.

Conclusion of an agreement with a counterparty

The presence of a properly drawn up contract is important not only for the purposes of civil relations, but also for the purposes of accounting and tax accounting. After all, errors in the contract can lead to inspection claims and additional tax charges in the future.

According to civil law, an agreement between two or more persons on the establishment, change or termination of civil rights and obligations is recognized as an agreement (clause 1, article 420 of the Civil Code of the Russian Federation). Thus, the rights and obligations of the parties to the transaction arise only after the conclusion of the contract.

As a rule, first As a rule, contracts with both legal entities and individuals are concluded in simple written form (subclause 1, clause 1, article 161 of the Civil Code of the Russian Federation). An agreement can be concluded in several ways.

Ways to conclude an agreement with a counterparty

The first way is to sign one document. It is provided for by paragraph 2 of Article 434 of the Civil Code of the Russian Federation and is the most common way to conclude an agreement. In this case, one document is drawn up in several identical copies according to the number of parties to the transaction, each of which has the same legal force. On each of the copies of the contract there are "live" signatures and seals of all parties.

The second way is the exchange of documents. If the parties to the transaction are in different cities, then the first method can significantly delay the conclusion of the contract. Therefore, it is possible to exchange documents by postal, telegraph, teletype, telephone, electronic or other communication (clause 2 of article 434 of the Civil Code of the Russian Federation). In this case, one of the parties signs the contract, affixes a seal and sends it to the counterparty using means of communication (fax, Email and etc.). The counterparty also signs the contract, affixes a seal and sends it to the first party using communication means. As a result, each of the parties to the transaction has a signed contract.

Of course, the contract itself must necessarily provide for the possibility of signing it using mechanical or other copying, electronic signature or other analogue of a handwritten signature (clause 2, article 160 of the Civil Code of the Russian Federation). But there is one nuance here: the communication used for the exchange of documents should make it possible to reliably establish that the document comes from the party under the contract (clause 2, article 34 of the Civil Code of the Russian Federation).

This method of concluding a contract saves a lot of time. However, it must be remembered that the listed means of technology can be used by any person on behalf of the counterparty. And if one of the parties subsequently wants to refuse to fulfill the terms of the agreement, then the other party will have to prove that the agreement received through communication channels really comes from the counterparty.

There is arbitration practice when it was established during the course of the trial that the signed contract, transmitted to the supplier using facsimile, was sent from a telephone number that does not belong to the buyer. And the court could not reliably establish the fact that the facsimile copy of the contract comes from the party to the contract. As a result, the injured party was denied satisfaction of the requirements (Decree of the Federal Antimonopoly Service of the North Caucasus District dated 07.08.07 No. Ф08-5000/2007).

As a rule, parties connected with long-standing economic ties use this method of concluding an agreement. If contractual obligations between counterparties arise for the first time, then it is safer, in addition to an agreement concluded using means of communication, in the future to also receive an agreement concluded in the usual manner (by the first method).

The third way is acceptance of the offer. It does not involve the signing of an agreement by the parties to the transaction. For the contract to be considered concluded, it is enough for one party to send an offer, and for the recipient of the offer to fulfill the terms of the offer within the period specified for its acceptance (clause 3 of article 434 and clause 3 of article 438 of the Civil Code of the Russian Federation). The fulfillment of the conditions consists in the shipment of goods, the provision of services, the performance of work, the payment of the appropriate amount, etc. The implementation of these actions is sufficient conditions for the recognition of the contract as concluded (determination of the Supreme Arbitration Court of the Russian Federation dated 16.04.10 No. VAC-4153/10).

At the same time, actions indicating the acceptance of an acceptance must be supported by written evidence. Such can be considered an invoice, invoice, payment order, waybill, acceptance certificate, etc. In addition, the actions performed by the recipient of the offer must exactly correspond to the received offer, the so-called full and unconditional acceptance (clause 1, article 438 of the Civil Code of the Russian Federation).

Please note: silence is not a confirmation that the opposite party has accepted the terms of the proposed transaction (offer), unless otherwise specified by law, business customs or previous business relations of the parties (clause 2 of article 438 of the Civil Code of the Russian Federation). and the will of the parties is agreed (clause 3, article 15 of the Civil Code of the Russian Federation) through negotiations and correspondence (clause 2, article 431 of the Civil Code of the Russian Federation). Only then do the partners sign the contract, and, if necessary, notarize it (Article 163 of the Civil Code of the Russian Federation) and submit it for state registration (Articles 164, 433 of the Civil Code of the Russian Federation).

Negotiation of conditions at the conclusion of the contract

The contract is considered concluded if the parties have reached agreements on all essential conditions (clause 1 of article 432 of the Civil Code of the Russian Federation). The essential terms of the contract include the terms on the subject of the contract, the terms that are established by law as essential, as well as all those terms regarding which, at the request of one of the parties, an agreement must be reached.

Each type of contract has its own subject matter. So, the subject of the contract of sale is the transfer of a thing (goods) into the ownership of the other party - the buyer (Article 454 of the Civil Code of the Russian Federation). At the same time, according to paragraph 1 of Article 455 of the Civil Code of the Russian Federation, any items that have not been withdrawn from civil circulation (Article 129 of the Civil Code of the Russian Federation) can be goods under a sales contract. It should be noted that in the contract of sale it is necessary to indicate the name and quantity of the goods sold (clause 3 of article 455 of the Civil Code of the Russian Federation). Otherwise, the parties will not be able to determine whether the terms of the contract are fulfilled.

At the same time, paragraph 1 of Article 465 of the Civil Code of the Russian Federation does not provide for a strict procedure for determining the quantity of goods to be transferred to the buyer: in the appropriate units of measurement or in monetary terms. But if the contract does not allow determining the name and quantity of the transferred goods, then the contract is considered not concluded (clause 3 of article 455 and clause 2 of article 465 of the Civil Code of the Russian Federation). Therefore, the parties to the contract do not have any rights and obligations.

Suppose the parties enter into a lease of property. It must contain information that will identify the property transferred to the tenant. If there is no such information about the leased object, the contract is not considered concluded (clause 3 of article 607 of the Civil Code of the Russian Federation).

When concluding a work contract, it should be remembered that work and its result are recognized as its subject (clause 1 of article 702 and clause 1 of article 703 of the Civil Code of the Russian Federation). Therefore, the contract must establish the content, scope and result of the work performed by the contractor. The content of the work to be performed is specified in sufficient detail so that it is possible not only to determine the assigned work, but also to subsequently accept its results. If the content of the work is not defined, then the subject of the contract is considered inconsistent, and the contract itself is considered not concluded.

The general provisions on the contract (Article 783 of the Civil Code of the Russian Federation) apply to the contract for the provision of services for compensation, only the subject of the contract is the provision of services, that is, the performance by the contractor on the instructions of the customer of specific actions or the implementation of certain activities by him (clause 1 of Article 779 of the Civil Code of the Russian Federation). The contract necessarily provides for a list of services and their scope. Otherwise, the subject of the contract will not be agreed and it will not be considered concluded.

In addition, organizations can conclude contracts, both provided and not provided for by law or other legal acts (clause 2, article 421 of the Civil Code of the Russian Federation). Also, the parties have the right to conclude an agreement that contains elements of different agreements provided for by law or other legal acts - a mixed agreement.

To the relations of the parties under a mixed contract, the rules on contracts, the elements of which are contained in a mixed contract, are applied in the relevant parts, unless otherwise follows from the agreement of the parties or the essence of the mixed contract (clause 3, article 421 of the Civil Code of the Russian Federation).

Terms of the contract with the counterparty

In order for the contract to be considered concluded, in addition to the subject matter, all essential conditions must be defined in it (clause 1 of article 432 of the Civil Code of the Russian Federation). Moreover, the parties are obliged to reach agreements on all aspects, both established by law and determined by the parties to the transaction.

In accordance with paragraph 4 of Article 421 of the Civil Code of the Russian Federation, the parties have the right to independently determine the terms of the contract, except when the content of the relevant condition is prescribed by law or other legal acts (Article 422 of the Civil Code of the Russian Federation). Note that there are plenty of mandatory norms that must be included in the treaty. Moreover, each type of contract has its own rules.

The price of the contract with the counterparty

For some types of contracts, a mandatory condition is the price. Thus, according to Article 709 of the Civil Code of the Russian Federation, the contract must indicate the price of the work performed or methods for determining it. Similar requirements apply to the contract for the provision of services for compensation, since its name speaks for itself: services are provided on a paid basis (Articles 779 and 781 of the Civil Code of the Russian Federation). Moreover, the condition on the inclusion of the cost of the services provided in the contract in some cases is indicated in the laws. For example, on the basis of Article 10 of the Federal Law of November 24, 1996 No. 132-FZ “On the Fundamentals of Tourism in the Russian Federation”, the essential terms of the contract for the sale of a tourist product include the total price of a tourist product in rubles.

However, in the general case, if the price is not provided for in the onerous contract and cannot be determined, the performance of the contract must be paid at the price that, under comparable circumstances, is usually charged for similar goods, works or services (Clause 3, Article 424 of the Civil Code of the Russian Federation).

Delivery time of goods to the counterparty

The parties may include in the contract conditions that are not provided for by law. For example, the delivery time of goods. According to Article 506 of the Civil Code of the Russian Federation, under a supply contract, the supplier undertakes to transfer the goods to the buyer within the stipulated time. At the same time, the condition on the delivery time is not an essential condition of the contract (clause 5 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated October 22, 1997 No. 18 “On Certain Issues Related to the Application of the Provisions of the Civil Code of the Russian Federation on the Delivery Contract”). Of course, even without this condition, the contract is considered concluded. But if the delivery time is not agreed in advance, it may happen that the goods will not be delivered on time. Therefore, it will not be possible to sell it.

Conditions that do not comply with the law

The parties to the transaction sometimes include terms in the contract that do not comply with the law. And a transaction that does not comply with the requirements of the law or other legal acts is void, unless the law establishes that such a transaction is contestable or does not provide for other consequences of such a violation (Article 168 of the Civil Code of the Russian Federation).

As a general rule, if the transaction is invalid, each of the parties is obliged to return to the other everything received under the transaction, and if it is impossible to return what was received in kind, to reimburse its value in money, unless other consequences of the invalidity of transactions are provided by law (clause 2, article 167 of the Civil Code of the Russian Federation). At the same time, the invalidity of a part of the transaction does not entail the invalidity of its other parts, if it can be assumed that the transaction would have been completed without including the invalid part of it (Article 180 of the Civil Code of the Russian Federation).

Rights and obligations of counterparties

In the contract, the parties must fix their rights and obligations (clause 4, article 421 of the Civil Code of the Russian Federation). As a general rule, they follow from the subject of the contract. So, according to the supply contract, the supplier undertakes to transfer the goods to the buyer. This means that the seller must deliver a specific product in terms of quantity and range by a certain date, and the buyer is obliged to accept and pay for it. At the same time, the buyer has the right to receive the required goods, and the seller has the right to receive the appropriate remuneration.

In some cases, the law already defines both the rights and obligations of the parties to contracts of a certain type. For example, Federal Law No. 164-FZ of October 29, 98 “On Financial Leasing (Leasing)” establishes the rights and obligations of participants in a leasing agreement. During the audit, the auditor and the audited entity acquire the rights and obligations prescribed in the Federal Law of December 30, 2008 No. 307-FZ “On Auditing”. Chapter 47 of the Civil Code of the Russian Federation, which defines the relationship between the parties under a storage agreement, defines the duty of the custodian to ensure the safety of things (Article 891 of the Civil Code of the Russian Federation). Therefore, the parties cannot ignore these rules, even if they are not specified in the contract.

Powers of the representative of the counterparty

The contract has the right to sign only an authorized person, since the signature indicates that the contract has been concluded. On the basis of paragraph 1 of Article 53 of the Civil Code of the Russian Federation, a legal entity acquires civil rights and assumes civic obligations through its bodies, the procedure for the appointment or election of which is determined by law and founding documents.

Usually, without a power of attorney, on behalf of the organization, its sole executive body acts: the director, CEO, president, etc. But sometimes the organization has a collegial executive body: the board of directors, the board, etc. Therefore, when concluding an agreement, it is necessary to check the eligibility of the persons signing the agreement.

The phrase in the preamble of the agreement on the executive body "acting on the basis of the charter" means that the parties are familiar with the charter, including the restrictions, if any (decrees of the Presidium of the Supreme Arbitration Court of the Russian Federation dated 11.12.96 No. 2506/96 and dated 11.08.98 No. 2385/98).

Representatives of legal entities can also act on the basis of a power of attorney (clause 1, article 185 of the Civil Code of the Russian Federation). In this case, a reference to the number and date of the power of attorney must be reflected in the contract. You can also attach a copy of it to the contract and ask if this power of attorney has been revoked.

According to Article 183 of the Civil Code of the Russian Federation, if there is no authority to act on behalf of another person or if such authority is exceeded, a transaction is considered concluded on behalf and in the interests of the person who made it. Of course, unless another person (represented) subsequently directly approves this transaction. That is, the contract will not be considered invalid, it simply gives rise to the rights and obligations of the person who signed it (information letter of the Supreme Arbitration Court of the Russian Federation of October 23, 2000 No. 57).

If subsequently the authorized person approves the transaction, it will be recognized as completed on behalf of the counterparty organization (clause 2 of article 183 of the Civil Code of the Russian Federation). Evidence of subsequent approval can be any facts: full or partial payment for goods, works or services, their acceptance for further use, payment of penalties and other amounts in connection with a breach of obligations, etc. It also does not matter the addressee to whom the evidence was sent (information letter of the Supreme Arbitration Court of the Russian Federation dated October 23, 2000 No. 57). If the transaction is approved by an authorized person, the subsequent refusal to approve it has no legal significance (Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated 10.08.99 No. 3771/99).

It happens that persons acting on behalf of the parties to the transaction sometimes act in excess of their authority. According to Article 174 of the Civil Code of the Russian Federation, if, when making a transaction, an authorized person or body went beyond their rights, the transaction may be declared invalid by the court. But for this, the person in whose interests the restrictions are established must file a lawsuit (determination of the Supreme Arbitration Court of the Russian Federation dated 03.07.09 No. VAS-8105/09, decision of the Federal Antimonopoly Service of the West Siberian District dated 19.02.09 No. F04-110 / 2009 (19382-A45-11)).

In addition, it must be proven that the other party to the transaction knew or should have known about these restrictions. Such a clause is made specifically to protect bona fide partners. After all, they may not always be aware of the additional restrictions imposed on the representative of the opposite party to the transaction (clause 1 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of May 14, 1998 No. 9, the resolution of the FAS Povolzhsky of October 5, 09 No. A57-1511 / 2008 and the West Siberian of October 23, 07 No. F04-7458 / 2007 (39536 -A03-13) districts).

Responsibility of counterparties under the contract

On the basis of Article 401 of the Civil Code of the Russian Federation, a person who has not fulfilled or improperly fulfilled an obligation is liable, unless he proves that proper fulfillment was impossible due to force majeure, that is, extraordinary and unavoidable circumstances. However, such circumstances do not include, for example, a breach of obligations by the debtor's counterparties, the absence of the goods needed for execution on the market, the debtor's lack of the necessary funds.

As a measure of responsibility at the conclusion of contracts, the parties usually establish a penalty: a fine or penalties. In accordance with paragraph 1 of Article 330 of the Civil Code of the Russian Federation, a penalty is a sum of money determined by law or an agreement that the debtor is obliged to pay to the creditor in the event of non-performance or improper performance of an obligation. At the same time, at the request for the payment of a penalty, the creditor is not obliged to prove the infliction of losses to him.

Agreement on the penalty in without fail must be made in writing, regardless of the form in which the main agreement is concluded. Failure to comply with the written form entails the invalidity of the agreement on the penalty (Article 331 of the Civil Code of the Russian Federation). The parties may establish any amount of the penalty, if its amount is not determined by law. At the same time, according to Article 333 of the Civil Code of the Russian Federation, the penalty under the contract can be reduced by the court if it decides that it is disproportionate to the consequences of the violation.

Making changes to the contract with the counterparty

The parties may amend the contract by agreement or by court order.

Making changes by agreement of the parties

Amendments to the concluded agreement are possible only by agreement of the parties, unless otherwise provided by law (clause 1, article 450 of the Civil Code of the Russian Federation). In this case, the agreement on the change is made in the same form as the contract (clause 1, article 452 of the Civil Code of the Russian Federation).

Making changes through the courts

If the parties could not agree on making changes, then the contract can be changed unilaterally only by a court decision under the following circumstances (clause 2, article 450 of the Civil Code of the Russian Federation):

In the event of a material breach of the contract by the other party;

In other cases provided for by law or contract.

Please note: a violation of the contract by one of the parties is recognized as essential, which entails such damage for the other party that it is largely deprived of what it was entitled to count on when concluding the contract. At the same time, specific phenomena, events, facts that may be recognized as a significant change in circumstances are determined by the court in relation to specific conditions (letter of the Ministry of Economic Development of Russia dated April 30, 2009 No. D06-1213).

In addition, the plaintiff must prove not only the fact of violation of obligations by the counterparty, but also that this violation made it impossible for the plaintiff to achieve the purpose of the contract or caused damage, as a result of which he lost what he had the right to count on when concluding the contract (Resolution of the Federal Antimonopoly Service of the Urals District dated 01.04.09 No. Ф09-933 / 09-С4).

It should be noted that the global financial crisis cannot be considered as a significant change in the circumstances from which the parties proceeded when concluding the agreement (Resolutions of the Federal Antimonopoly Service of the North Caucasus of September 11, 2009 No. A53-438 / 2009 and the Urals of November 16, 2009 No. A60-10229 / 2009-C1 districts). Also, the adoption of a law that establishes binding rules for the parties that are different from those in force at the conclusion of the contract cannot serve as a basis for amending the contract. The terms of the contract remain in force, unless otherwise provided by law (clause 2, article 422 of the Civil Code of the Russian Federation).

Termination of the contract unilaterally

There is another way to change the contract out of court: unilateral refusal to execute the contract in whole or in part. But only on condition that such a refusal is allowed by law or by agreement of the parties (Clause 3, Article 450 of the Civil Code of the Russian Federation).

When the contract is considered modified. According to paragraph 3 of Article 453 of the Civil Code of the Russian Federation, obligations are considered changed from the moment the agreement of the parties on the change is concluded, unless otherwise follows from the agreement or the nature of the changes themselves. When changing the contract in a judicial proceeding - from the moment the court decision on changing the contract comes into force. At the same time, the parties are not entitled to demand the return of what was performed by them under the obligation until the moment the contract was changed, unless otherwise provided by law or by agreement of the parties (clause 4, article 453 of the Civil Code of the Russian Federation).

Pre-trial procedure for resolving disagreements

If one of the parties to the transaction violates contractual obligations, the other party may apply to the court to protect their interests. Judicial protection is provided only if the pre-trial procedure for the settlement of disputes is observed (Article 148 of the Arbitration Procedure Code of the Russian Federation).

The parties may independently establish a pre-trial settlement method, unless otherwise provided by law. For example, a claim procedure (clause 5, article 4 of the APC of the Russian Federation) or an appeal to an arbitration court (Federal Law of July 24, 2002 No. 102-FZ “On Arbitration Courts in the Russian Federation”), you can also involve an intermediary (clause 1 of article 225.5 of the APC of the Russian Federation).

Please note: if a dispute arose due to a violation by a person of the pre-trial procedure for resolving a dispute provided for by federal law or an agreement, the court shall attribute court costs to this person, regardless of the results of the consideration of the case (clause 1, article 111 of the Arbitration Procedure Code of the Russian Federation). This also applies to violations of the deadline for submitting a response to a claim or leaving a claim unanswered.

In addition, non-compliance with the pre-trial procedure may serve as a basis for reducing the amount of sanctions levied in court (determination of the Supreme Arbitration Court of the Russian Federation of December 16, 2009 No. A12-7787 / 2009).

Sometimes the parties prescribe ways to resolve the dispute that do not comply with the law. They cannot be considered as a pre-trial procedure for resolving disputes. It is safer to simply establish in the contract the obligation to send a claim: “All contentious issues arising in the process of concluding and executing the contract are resolved by the arbitration court in accordance with the established jurisdiction and in compliance with the claim procedure for resolving disagreements ”(determination of the Supreme Arbitration Court of the Russian Federation of July 17, 2009 No. A65-23329 / 2008-SG2-20).

Details of the contract with the counterparty

This is a necessary part of the contract. These usually include the number of the contract and its date, the name of the contract and the place of its preparation, as well as bank details and addresses of the parties.

The numbering of contracts is a common practice, although it is not fixed by the current legislation. This is done to identify each of the concluded contracts. The contract is assigned a number in accordance with the procedure in force at a particular enterprise - the initiator of the transaction. In this case, the same number is affixed to all copies of the contract.

The date the contract was drawn up also makes it possible to identify it. This requisite is important when the contract comes into force from the date of its signing, as it allows you to determine the beginning of the flow of terms under the contract. If the place of signing the agreement is not indicated, then the place of conclusion of the agreement is the location of the legal entity that sent the offer (Article 444 of the Civil Code of the Russian Federation).

The name of the contract is sometimes indicated by the parties, thereby emphasizing its legal essence. For example, "Contract for the sale of equipment." But there are situations when a mixed transaction is concluded, so it is impossible to unequivocally establish the type of contract. In this case, the name of the contract can be omitted, since this attribute is not mandatory.

The addresses and bank details of the parties are not mandatory details. Therefore, their absence does not affect the validity of the contract (decisions of the FAS of Moscow dated 01.29.07 No. KA-A40 / 13588-06-P, dated 10.26.06 No. KA-A40 / 10343-06, dated 04.04.06 No. KA-A40 / 2581-06 and Volga-Vyatsky dated 06.05.02 No. A11-4 225/2001-K1-14/203 districts). But, having decided not to specify these details in the contract, the following must be taken into account.

All settlements between entities are carried out, as a rule, in a non-cash form (clause 2 of the Procedure for maintaining cash transactions in the Russian Federation, approved. decision of the Board of Directors of the Bank of Russia dated September 22, 1993 No. 40). If the bank details of the parties are not specified, then the settlements will be made in cash, which is also provided for by law (clause 2 of article 861 of the Civil Code of the Russian Federation). But the settlement limit between legal entities, as well as between a legal entity and an entrepreneur, cannot exceed 100,000 rubles. (Clause 1 of Bank of Russia Directive No. 1843-U dated June 20, 2007).

In addition, the indication of the address in the contract allows the parties to the transaction to exchange messages through the postal service. And this is necessary to maintain contacts. Also, the addresses of the supplier and the buyer are important details of the invoice (subclause 2, clause 5, article 169 of the Tax Code of the Russian Federation).

As a rule, the signatures of the representatives of the parties on the contract are certified by the appropriate seals. At the same time, the current legislation does not provide for affixing a seal on the contract as evidence confirming the transaction. Therefore, the absence of a seal does not indicate the absence of civil law relations between the contracting parties (determination of the Supreme Arbitration Court of the Russian Federation of November 30, 07 No. 15038/07, resolutions of the Federal Antimonopoly Service of the North-Western District of March 24, 2009 No. A52-3612 / 2008, of October 16, 2009 No. A21-9765 / 2008, of January 10, 2008 No. A56-37116/2006).

Inaccuracies in drawing up a contract with a counterparty

Inaccuracies that are made during the execution of the contract, at first glance, very minor, can lead to negative tax consequences.

Incorrect date of the contract with the counterparty

This is one of the typical errors, which is usually considered just a technical error. But such a mistake can lead to the fact that the contract will be concluded before the counterparty organization was registered. In this case, the tax authorities have the right to refuse to accept expenses under such an agreement to reduce taxable profits (Resolution of the Federal Antimonopoly Service of the West Siberian District dated June 18, 07 No. F04-2369 / 2007 (35234-A45-15)). In addition, the organization may also be denied a VAT refund under this transaction (subclause 1, clause 2, article 171 of the Tax Code of the Russian Federation).

An incorrect date may also result in the re-qualification of the contract if the supply contract was concluded before the commission contract. Meanwhile, as a general rule, a supply contract is concluded in pursuance of a commission contract. Note that such a mistake happens quite often, therefore it is reflected in the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation of November 17, 04 No. 85. In such cases, the so-called commission agent is obliged to pay taxes in full on all income received, and not on commission.

Place of conclusion of the contract with the counterparty

It happens that the organization has contracts concluded on the same day, but in different places. In these cases, the tax authorities have doubts about the integrity of the organization. And if the company fails to submit supporting documents confirming the possibility of almost simultaneous appearance of the director in different places, sometimes very remote from each other (for example, Moscow and Novosibirsk), then the tax authorities refuse to refund the company VAT (Resolution of the Federal Antimonopoly Service of the West Siberian District of 05.05.06 No. F04-2025 / 2006 (21208-A45-34)). The same inaccuracies, but considered in conjunction with other circumstances, may lead to similar consequences (decision of the Moscow Arbitration Court dated 05.08.05 No. A40-2103 / 04-129-24).

Number of the contract with the counterparty

This requisite is not a mandatory element of the contract. But its absence can lead to claims from the tax authorities. Namely: in the documents formed in the course of the fulfillment of contractual obligations (acts, payment orders, waybills, invoices, etc.), the number is not indicated. For this reason, the inspectors refuse to deduct the VAT paid to suppliers or contractors by the organization.

Note that such claims from the tax authorities are unfounded, since the number and date of the agreement are not among the mandatory details of the invoice, which is considered the main document for accepting VAT for deduction (clause 5, article 169 of the Tax Code of the Russian Federation).

It is not necessary to indicate the number and date of the agreement in the payment order (Decisions of the Federal Antimonopoly Service of the North-West of April 24, 06 No. A56-44800 / 04, Moscow of January 25, 07 and January 31, 07 No. KA-A41 / 13808-06 and Volga of May 11, 05 No. A12-33883 / 04-C29 districts ). So the absence of the number and date of the contract or their inconsistencies in the accompanying documents are not in themselves considered grounds for additional VAT. But in combination with other factors, it may be the basis for recognizing the claims of the tax authorities as justified (Resolution of the Federal Antimonopoly Service of the North-Western District of 01.02.06 No. A66-12570 / 2005).

Subject of the contract with the counterparty

Sometimes it is difficult for the parties to clearly articulate the subject matter of the contract. Vague and vague wording can lead, if not to disputes between the parties, then to claims from the tax authorities regarding the recognition of costs under the contract for profit tax purposes.

For example, from the wording of the subject of the contract it follows that the services of a third-party company completely duplicate the responsibilities of the structural divisions of the organization. In this case, the tax authorities prohibit taking into account costs when calculating income tax and refuse to refund VAT, and the courts support them (Resolutions of the Federal Antimonopoly Service of the Volga region dated 13.09.06 No. A12-31539 / 05-C42 and the Far East of 05.24.05 No. F03-A51 / 05-2 / 1021 districts).

Meanwhile, clear language that allows separating the functions of involved organizations from the duties of structural units helps companies defend their position in disputes with tax authorities. For example, the involved organization provided strategic management services, and the taxpayer's administration was responsible for current management (Decree of the Federal Antimonopoly Service of the North-Western District dated 09.03.07 No. A56-49413 / 2006).

Another reason that may lead to claims from the inspectorate is the conclusion of similar contracts in the same period with different counterparties.

It is safer to formulate the responsibilities of the involved organizations so that they do not overlap. For example, out of two contracts for the provision of communication services, one can be concluded for the installation and commissioning of equipment necessary for the operation of telephone lines, and the other for the communication services themselves and the provision of telephone numbers (Resolution of the Federal Antimonopoly Service of the West Siberian District of October 16, 06 No. F04-6600 / 2006 (27201-A45-25)).

Violation of imperative norms of legislation

When concluding an agreement, the parties may provide for any conditions, including those not established by law. If the terms of the contract agreed by the partners contradict the imperative norms of the Civil Code of the Russian Federation, then this leads to the invalidity of the contract. Yes, when signing a lease vehicle with the crew, the parties sometimes assign the responsibility for maintaining the proper condition of the leased vehicle to the lessee. Including the implementation of maintenance and overhaul and the provision of necessary supplies.

At the same time, in accordance with Article 624 of the Civil Code of the Russian Federation, these obligations are assigned to the lessor and cannot be revised by the parties to the lease agreement. If the tenant, in fulfillment of the terms of the contract, incurs these costs, he will not be able to take them into account when taxing profits. In addition, he will have problems with the refund of VAT related to the expenses incurred.

Another typical violation associated with the violation of imperative norms is the leasing of property that does not belong to the lessor (Article 608 of the Civil Code of the Russian Federation). An error occurs when the contract does not specify a document confirming the ownership of the leased property. Therefore, tax authorities refuse organizations to recognize the costs of such contracts in tax accounting, as well as VAT refunds.

The price of the contract with the counterparty

The parties are free to specify any cost for the performance of contractual obligations, except in cases where prices set or regulated by authorized parties apply. government bodies or local authorities. However, when setting the contract price, partners sometimes forget that it should include VAT (clause 1, article 168 of the Tax Code of the Russian Federation). As a rule, lawyers make such a mistake, citing the fact that civil law does not provide for the obligation to include tax in the price.

Recall that the fact that VAT is not included in the price under the contract does not relieve the seller from the obligation to pay VAT to the budget if the transaction being made is subject to taxation (Article 146 of the Civil Code of the Russian Federation). Meanwhile, such requirements do not apply to the buyer. Therefore, the seller will have to pay VAT to the budget at his own expense.

In addition, the seller will not be able to include the amount of VAT paid in tax expenses. After all, such a situation is not specified in Article 170 of the Tax Code of the Russian Federation, which regulates the procedure for attributing tax amounts to the costs of production and sale of goods, works and services.

Settlements with counterparties

In the process of carrying out entrepreneurial activities, enterprises have relationships with legal entities and individuals, which in turn lead to the emergence of settlement transactions. To pay off debts, enterprises use cash, non-cash, as well as non-monetary forms of payment (bills, exchange or barter, mutual settlements, assignment of rights of claim).

Settlements in cash are carried out through the cash desk of the enterprise or through accountable persons. The implementation of cash settlements consists in the transfer of funds from the payer to the recipient as a settlement for the service received, work performed or purchased goods. The use of the cash settlement system provides customers with the anonymity of payments and a high level of security when making cash payments.

In the context of a rapidly changing situation in the development of market relations, the problem of taking into account the interaction between counterparties on the basis of cashless payments is of particular importance. However, given that enterprises independently choose the forms of payment for the delivered material assets, works and services and provide for them in contracts, in order to avoid the risk of non-payment, it would be advisable to use not only monetary forms of payment, but also use various non-monetary forms of payment.

Currently, enterprises use the following forms and methods of payment: payment orders, payment requests-orders, letters of credit, in the order of planned payments, checks, bills of exchange, etc.

The chosen form of payment is indicated in the contract. The choice of the most rational form of payment makes it possible to reduce the gap between the time when buyers and customers receive goods, works, services and make a payment, namely, the occurrence of unreasonable accounts payable is excluded.

In practice, there are situations when the lack of funds creates serious difficulties for the enterprise in timely settlement with suppliers. In this regard, a problem arises: how to pay off counterparties without having enough free cash on the current account?

The solution to this problem can be the use of non-monetary forms of payment.

Non-monetary settlement - the procedure for repayment of obligations, excluding the movement of funds.

The non -monetary forms of calculations, according to Chapter 21 of the Tax Code of the Russian Federation, include commodity and barter transactions, transfer of goods, services under the agreement on the provision of compensation or innovation, as well as on a free basis, issuance of shares in the authorized (folding) capital in kind, lending loans, calculations of bills, assignment of claims, and the assignment of rights debt, transfer of goods, works, services when wages in kind.

In settlements with counterparties in practice, the most common types of non-monetary settlements are:

commodity exchange operations;

Offsets.

Let's consider each type of non-monetary settlements in more detail.

Currently, barter transactions are gaining relevance and significance. Barter is a balanced exchange of goods, formalized by a single contract. The valuation of goods is carried out to ensure the monetary equivalence of the exchange of goods. The equivalence condition is their contractual price. In this case, we are talking about when one product is exchanged for another.

In addition, in the modern economy there are barter transactions based on an exchange agreement. Barter (exchange) is an agreement under which each of the parties undertakes to transfer one commodity to the ownership of the other party in exchange for another. In this case, each participant in the transaction acts simultaneously as a seller and a buyer. In accordance with the legislation, the cost of goods subject to exchange is recognized as equivalent, unless their unequal value is indicated in the contract. In the latter case, the party transferring the goods, the price of which is lower than the value of the goods received in exchange, must make an additional payment or supply more goods. This is the difference between barter and barter. The costs of the transfer and acceptance of goods shall be borne by the party who has undertaken to bear these costs under the contract. In the event that, under an exchange agreement, the transfer of goods does not coincide in time, the contract is considered fulfilled, and the goods are sold only if both parties receive the goods, i.e. rules on counter performance of obligations apply. The participants in the transaction can themselves determine the moment of transfer of ownership of the exchanged goods.

In barter transactions, the fulfillment of counter obligations, in fact, is the payment for the goods by the counterparty, therefore, the moment of transfer of ownership of the goods and the moment of its payment coincide. At the same time, a very important point is to determine the procedure for the transfer of ownership of the exchanged goods. In accordance with Article 570 of the Civil Code of the Russian Federation, the right of ownership of the exchanged goods passes to the parties simultaneously after the fulfillment by both parties of the obligation to transfer the relevant goods.

An enterprise that has already shipped its inventory, but has not yet received counter-values ​​from the counterparty, is not entitled to recognize revenue from this transaction until the inventory is received from the counterparty.

In this case, the following accounting entries are made in accounting:

Debit account 45 "Goods shipped"

credit of accounts 41 "Goods", 43 "Finished products" - for the actual cost of exchanged inventory items;

Debit of accounts 41 “Goods”, 10 “Materials”, 08 “Investments in non-current assets”

credit of account 60 "Settlements with suppliers and contractors" - for the actual cost of received inventory items under a barter agreement;

Debit account 19 "VAT on acquired values"

credit of account 60 "Settlements with suppliers and contractors" - for the amount of VAT.

After receipt of inventory items from the counterparty, the proceeds from the barter transaction can be recognized:

credit of account 45 "Goods shipped" - for the actual cost of shipped inventory items under a barter agreement;

credit of account 68 "Calculations on taxes and fees" - for the amount of VAT;

credit of account 19 "VAT on acquired valuables" - for the amount of VAT presented for reimbursement from the budget.

And at the end of all operations, accounts 60 and 62 are closed in terms of the debts reflected on them under the barter agreement:

credit of account 62 "Settlements with buyers and customers" - for the amount of debt under the barter agreement.

In situations where the revenue and the actual cost of inventory items received under a barter agreement differ, and the exchange agreement does not provide for additional payments, the difference is written off to account 91 “Other income and expenses”.

Thus, barter provides for a wider range of objects in respect of which the exchange is carried out. Under a barter agreement, goods, works, services, results of intellectual activity are exchanged, while under an exchange agreement, only property belonging to subjects on the right of ownership can be exchanged. Under an exchange agreement, it is possible to exchange unequal goods. Barter provides only an equivalent exchange.

Offset of mutual claims - a monetary transaction consisting in the repayment of mutual debts by appropriate marks on payment documents for counter obligations of the parties in cash settlements, offset transactions allow you to make payments without using cash or bank account entries for the creditable amount. The difference is paid in the prescribed manner.

For offsetting, a statement by one of the parties to the agreement is sufficient, provided that there are no disagreements on the subject of offsetting. To do this, it is necessary to issue an act of reconciliation of offsets based on accounting data, in which to indicate:

Number, date and name of documents on which debts arose;

Amounts owed with the allocation of value added tax.

If the amounts of the claims are not equal, that is, one of the obligations is partially repaid, then it is necessary to draw up an act on the offset of counterclaims, in which the parties confirm the calculations, specify the method of repaying the balance of the debt. The act is signed and approved by the heads of both enterprises.

If the debt is repaid by the shipment of goods, products, performance of work or provision of services, then offset is impossible, since there is no main condition for offsetting - uniformity of requirements. In this case, according to Art. 409 of the Civil Code of the Russian Federation “by agreement of the parties, the obligation may be terminated by providing a compensation in return for the performance”, that is, the parties must conclude a compensation agreement, according to which the obligation to transfer funds is terminated by the fulfillment of the obligation to supply goods, perform work, provide services.

The repayment of debts on mutual claims is reflected in the accounting records at the time of receipt of the application of one of the parties or the signing of the act of offsetting with an accounting entry:

debit of account 60 "Settlements with suppliers and contractors"

credit of account 62 "Settlements with buyers and customers" - for the amount of debt on mutual claims.

VAT on credited goods, works and services is reimbursed by the budget at the time of signing the act of mutual offset for the amount of the repaid debt.

In accounting, netting operations are reflected in the following accounting entries:

Debit account 41 "Goods"

credit of account 60 "Settlements with suppliers and contractors" - for the purchase price of goods;

Debit account 19 "VAT on acquired values"

credit of account 60 "Settlements with suppliers and contractors" - for the amount of VAT on goods received;

Debit account 62 "Settlements with buyers and customers"

credit of account 90 "Sales" subaccount 1 "Revenue" - for the amount of proceeds from the sale of goods, works, services;

Debit account 90 "Sales" subaccount 3 "VAT"

credit of account 68 "Calculations on taxes and fees" - for the amount of VAT accrued on revenue;

Debit account 90 "Sales" sub-account 2 "Cost of sales"

credit of accounts 41 "Goods", 43 "Finished products", 20 "Main production" - for the actual cost of goods sold, finished products, works, services;

Debit 90 "Sales" subaccount 2 "Cost of sales"

credit of account 44 "Expenses for sale" - for the amount of expenses for sale;

credit of account 62 "Settlements with buyers and customers" - when closing the debt of mutual claims on the basis of an act of mutual offset;

Debit account 68 "Calculations on taxes and fees"

credit of account 19 "VAT on acquired valuables" - VAT is written off on credited goods, works, services for reimbursement from the budget of the amount of repaid debt at the time of signing the act of mutual offset;

Debit account 60 "Settlements with suppliers and contractors"

credit of account 51 "Settlement accounts" - when transferring the remaining debt;

Debit account 68 "Calculations on taxes and fees"

credit of account 19 "VAT on acquired valuables" - for the amount of unfinished VAT.

The set-off of mutual claims is a rather complicated and complex operation and therefore should be considered not only from the economic, but also from the legal side.

The use of non-monetary forms of payment during the financial crisis contributed to the survival of large industrial enterprises, and at present can contribute to their investment development.

Sources and links

Sources of texts, pictures and videos

wikipedia.org - the free encyclopedia Wikipedia

dic.academic.ru - dictionaries and encyclopedias on the Academic portal

abc.informbureau.com - economic online dictionary

btimes.ru - online business magazine

wiktionary.org - Wiktionary multilingual dictionary

classes.ru - educational materials for students

forex-investor.net - site about trading in the Forex market

sanuel.com - website about personal finance management

moedelo.org - website about finance and accounting

elma-bpm.ru - site about the ELMA program

constructorus.ru - website about business success

wiki.moysklad.ru - a site about inventory control of goods

asks.ru - information and news portal about finance

economy-web.org - blog Economy BSEU

rae.ru - website of the Russian Academy of Natural Sciences

fcaudit.ru - site of the company "Financial Control and Audit"

dictionary-economics.ru - economic electronic online dictionary

cont.md - website about accounting and production

sir35.narod.ru - information site with articles on different topics

Links to internet services

forexaw.com - information and analytical portal for financial markets

google.ru is the largest search system in the world

video.google.com - search for videos on the Internet using Google

translate.google.ru - translator from the Google search engine

yandex.ru - the largest search engine in Russia

wordstat.yandex.ru - a service from Yandex that allows you to analyze search queries

video.yandex.ru - search for videos on the Internet through Yandex

images.yandex.ru - search for images through the Yandex service

otvet.mail.ru - service for answering questions

Links to application programs

windows.microsoft.com - website of Microsoft Corporation that created the Windows operating system

office.microsoft.com - website of the corporation that created Microsoft Office

chrome.google.ru - a commonly used browser for working with sites

hyperionics.com - site of the creators of the HyperSnap screen capture program

getpaint.net - free software for working with images

etxt.ru - site of the creators of the eTXT program Anti-plagiarism

Article Creator

vk.com/panyt2008 - Vkontakte profile

odnoklassniki.ru/profile513850852201 - Odnoklassniki profile

facebook.com/profile.php?id=1849770813- facebook profile

twitter.com/Kollega7- Twitter profile

plus.google.com/u/0/ - Google+ profile

livejournal.com/profile?userid=72084588&t=I - blog in LiveJournal

The counterparty is one of the main parties to the contract, which assumes obligations under the signed contract. Each party that signed the document is considered a counterparty in relation to each other.

Such partners will further be bound by specific obligations with each other.

Legal or natural persons, organizations, enterprises can act as counterparties. Moreover, a certain contractor (legal or natural person) can act as a counterparty, who receives remuneration for his work and undertakes to fulfill all the requirements of the customer.

The counterparties of the enterprise are just such contractors. It is they who sign documents with other companies, and act as a trustee.

The term counterparty can also mean a company that, in the course of a transaction, undertakes to perform all types of work previously agreed with the basic requirements of the customer.

It is worth noting that almost any person or organization with which you have a financial relationship will act as counterparties for you.

Settlements of the enterprise with counterparties

All the main settlements of the enterprise with counterparties depend on what methodology was previously indicated in the signed contract. The calculated data must be entered into the information electronic database without fail.

Moreover, several contracts can be signed with one counterparty, but all of them can be concluded on different terms.

To measure the debt between counterparties, you should choose one option among the following.

They can be, for example:

• Foreign currency;
• Conventional units;
• Rubles.

Foreign currency is preferred by enterprises that have entered into an agreement with foreign partners. The first calculation options can be used to pay off debts with domestic counterparties.

Also, an important point in the settlements of the enterprise with counterparties is the possibility of detailing payments.

For example, one of the parties may offer to settle:

• Separately for each document, which may contain data on shipments, payments, etc.
• Immediately throughout the contract.

One of the most common options is when one specific payment is related to a delivery.

There can be two options here:

• Payment can be fixed first, and only then the very fact of delivery, or vice versa.
• First comes the delivery of goods, and only then payment is made directly for the goods received.

A completely different variant of settlement operations of the enterprise with counterparties is also possible. The latter, for example, undertakes to deliver goods within a week or a month according to one-time documents.

In turn, the company that signed the agreement with the counterparty must pay the entire amount at the end of the week or month, depending on what period is specified in the contract. However, this option is practiced only with reliable and proven companies.

It should be noted that settlement operations can be carried out not only by cash on delivery. There are also other forms of payment, such as checks, money orders, and many others. The chosen form of settlements with counterparties must be prescribed in the contract.

Main types of counterparties

To date, there are two large groups counterparties, which are divided into customers and persons. The first are various organizations, legal entities.

Persons- These are individuals who have the appropriate details and methods of work. Also, employees (persons) and suppliers (customers) are additionally allocated.

So, what other types of contractors are there?

• The buyer is the seller. Here, one party is obliged to transfer certain goods to the other party. But the buyer must accept the goods and be sure to pay a fixed amount of money for it.
• The mortgagee is the pledger. The pledgee has the full right to withdraw a certain amount of money from the pledger if the latter fails to fulfill the specified obligations under the agreement.
• Second party creditor and guarantor. According to the agreement, the guarantor must be responsible for all the actions of the second person before the creditor.
• Buyer - supplier. Under the contract, the supplier must necessarily transfer the goods according to the specified deadlines to the buyer. In turn, the buyer undertakes to use the goods exclusively for business purposes, and not for personal, family or household purposes.
• The consumer is the supplier.
• The consignor is a commission agent. Here one party (committent) hires another party (commission agent). The commission agent makes one or more transactions on behalf of the committent, for which he receives further remuneration.
• The donee is the giver. The donor transfers something to the donee free of charge.
• An annuity payer is a recipient of an annuity. According to the terms of the agreement, the rent recipient transfers his own property to the rent payer. At the same time, the rent payer is obliged to constantly pay the agreed amount of money to the first party, or to support the rent recipient on favorable terms.
• The landlord is the tenant. The landlord or landlord, for a fixed fee, transfers the property to the tenant (tenant) in his own possession for a certain period of time.
• The sender is the carrier.
• And many others.

Contractors seller and buyer

The seller and the buyer are counterparties in relation to each other. When an agreement is concluded between them, the buyer becomes the counterparty for the seller, and vice versa, for the buyer, the seller. The seller is obliged to sell the necessary goods (thing) to the buyer.

In its turn, the buyer must accept the goods(thing) and pay for it the full cost in cash. As a rule, a contract of sale is concluded between such counterparties.

Counterparties pledgor and pledgee

The pledgor acts as a party that provides its own property as a pledge, and the pledgee, respectively, the person who accepts the property of the first party as a pledge.

Both legal entities and individuals can act as a pledgor and a pledgee. A pledge agreement is concluded between counterparties.

Interaction of the enterprise with contractors

The success of an enterprise directly depends on interaction with counterparties, which can be customers who buy the company's products, suppliers and others.

Most enterprises prefer to use electronic document management, as this can greatly simplify the work with counterparties. To date, there is at least four options for the company's interaction with counterparties.

For example:

• Without electronic document management;
• Internal document flow which is fully automated;
• No internal paperwork, but there is an automated intercorporate;
• Available available as internal and inter-corporate document flow.

Each company, at its own discretion, chooses the appropriate option for interacting with counterparties.

Make a deal

Before concluding a transaction with a counterparty, it is mandatory to check all his documents and get your hands on:

• Registration certificate;
• license;
• extract;
• Evidence that that the counterparty pays taxes;
• Banking requisites.

Only after the company is fully acquainted and has studied the proposed documents well, it can conclude a deal with the counterparty.

In the event that some documents were not provided, it is best to postpone the transaction for a certain period of time until all the circumstances are clarified.

Conclusion of an agreement with a counterparty

The contract between counterparties is an important component of the entire transaction and further work. A properly drafted contract helps not only to monitor the implementation of accounting and tax accounting, but also avoid problems with the tax office.

What is an agreement?

According to the law, A contract is an agreement between two or more parties, which indicates the rights and obligations of counterparties, as well as the possibility of their change or termination.

Only after signing the relevant document, the rights and obligations of the two counterparties who signed it arise.

The contract itself can be concluded in a certain form (written) and in several ways.

For example:

1. The signing of a single document.
2. The signing of the contract is carried out through document exchange.
3. Offer agreement. In order for the contract to be considered valid, there is no need to sign it by two parties (counterparties). The agreement will enter into force immediately after at least one party signs it.

It is worth noting the fact that the contract will be considered concluded only after the counterparties reach a full understanding among themselves and agree to the entire offer of the condition.

Accounting for counterparties at the enterprise

To account for counterparties at the enterprise, a fairly large variety of programs can be used. With their help, you can keep track of counterparties of various categories, including individuals and legal entities.

One of the most popular programs is "Contractors of the enterprise 3.2". This program is designed to maintain all counterparties of the company and record their activities.

It is worth noting that it supports network operation.

financial relations

In the course of carrying out its activities, the enterprise undoubtedly has financial relations with various counterparties. They can be associated with the organization of the production process, the sale of finished products, the provision of services or works, and much more.

Funds are the basis of financial relations.

Client and partner

For each enterprise, the counterparty must act not only as a client, but also as a partner. Thanks to close cooperation, it will be possible to establish not only trusting relationships, but also easily enhance the image of your own company.

However, not every company will be able to perform such a task, since each client requires an individual approach.

Paperwork

When establishing trusting relationship between counterparties and agreeing on all conditions, you can proceed to the execution of documents.

The contract itself can be signed in several ways, which have already been mentioned earlier. The prerequisite is availability of the subject of the contract and essential conditions.

Acceptance of obligations under the contract

Each contract must spell out the rights and obligations of the parties who sign it. Acceptance of obligations without fail comes into force only after the signing of the document. But if the contract changes, then the obligations assumed also change.

An integrated approach to checking counterparties

Before making a deal with a counterparty and subsequently signing an agreement with him, the company needs to check the other side of the agreement. Verification can be done in several ways.

Firstly, you can easily find out information about the counterparty online on the Internet. To do this, the company needs to know TIN of the counterparty and check against a public registry or a suitable database.

Secondly, you can purchase a special analytical program that contains information about many taxpayers.

However, when checking a counterparty, it is desirable to carry out an integrated approach, which includes the use of both the first and second verification methods.

Counterparties are understood as various persons, enterprises and institutions with which the organization enters into trade, financial, civil and other relationships. The client, as a direct participant in commercial operations, is a central element in the system of planning material and commodity relations and making forecasts.

An analysis of the market of existing and potential buyers and suppliers allows you to determine the position of the enterprise and develop plans for purchases and sales for the coming period, as well as a cash flow plan.

Depending on the degree of consumer involvement in the sales process, there are potential, available and developed markets.

Differentiation of customers is carried out by market segments, geographically, by distribution channels, etc. The number of customer categories may depend on the number of market segments covered.

For different buyers and groups of buyers, special marketing programs can be developed, taking into account differences in the problems and importance of individual categories of buyers.

Information about the counterparties of the organization and their identification directly depends on the industry specifics and features of the planning system of a particular organization.

In the software and methodological complex KIS.Byudzhetirov-

The hierarchical reference book Counterparties is designed to determine the composition of existing and potential customers of the enterprise, separating them according to various criteria (Fig. 3.1). The information provided in the reference book on product consumers, suppliers, contractors and other counterparties, as a rule, is synchronized with similar data in accounting systems to ensure the principle of comparability of planned and actual data.

Constant maintenance of information in the directory allows you to use data as analytics (subconto) in business forecasts for specific customers or groups, and get the desired detail in sales and purchase plans.

Like any directory in the software, CIS:-Budgeting, the Counterparties directory is customizable. The system administrator in the Configurator can add (delete) details, adjust the size and characteristics of the fields. Also, the built-in information verification system allows you to manage the history of values, store values ​​and their changes.

When entering and editing customer data (Fig. 3.2), the following details are determined: ?

Counterparty code - a unique open identification code (symbolic and (or) numeric) of the counterparty. In the system, the code is generated automatically, if necessary, it can be edited. The taxpayer identification number can be used as a code; ?

Name of the counterparty - an arbitrary name of the counterparty. As a rule, the name of the counterparty is entered into this attribute without specifying the legal form. This name will be used in various lists as a characteristic of the counterparty.

Rice &2. Client's card

Source: L.S. Shakhovskaya, V.V. Khokhlov, O.G. Kulakov. Budgeting: theory and practice: textbook [and others]. - M.: KNORUS. - 400 p.. 2009(original)

Good afternoon

Let's talk about competitors today.

Counterparties

Definition:

Counterparties – This general concept, which includes all buyers and suppliers of the Company. Counterparties can be both legal entities and individuals. In different companies, they can be called differently - buyers, customers, clients, etc.

As practice shows, communication with many companies whose business is focused on working directly with customers - one of the fundamental, one might even say, grand fundamental tasks is the systematic management of our own client base.

In our opinion, any implementation CRM -technologies, should begin with the systematization and formalization of its own client base. If we are going to face our customers after all, then, figuratively speaking, we must know where to look.

All contractors can be divided into 2 (two) large groups:

1. 1.Contractors with whom we have already worked or are working - Operating
2. 2.Partners with whom we plan to work - Potential

Operating

With counterparties who bought or ordered something from us, everything is more or less clear, most likely, all contact details for counterparties who worked with your company are in the diaries of sales managers, or in files EXCEL , or simply in the heads of the same managers.

In the presence of CRM -systems (in this case I'm talking about software CRM , and about the implemented business process for fixing counterparties in the enterprise), we would put details in the cards of these counterparties, for example: “Worked with us”. And according to the implemented business process of fixing counterparties in the enterprise, managers had to fill in all the necessary contact information.

Contact information is a set of details and properties that are important information for the analysis of a specific counterparty and must contain the following information:

1. Enterprise manager
2. Decision maker - decision maker (in a particular case, these may be different people, for example: for payments, the decision is made by the financial director, for purchases by the head of supply)
3. Maximum possible number of phones
4. Necessarily e-mails of responsible persons, for organizing mailings, in some cases to notify more employees about your services and products.
5. Types of activities of your counterparties - it becomes possible to offer or bring to the market exactly the product or service that is more in demand by your existing customers
6. Information about the solvency of the counterparty
7. The counterparty has equipment or mechanisms, etc. and so on.

those. all additional information about your counterparties that you consider important and which should be available for analysis of counterparties.

Potential

Potential customers - this is just the underwater part of the iceberg that we do not see. In today's competitive business terrarium, whatever one may say, we need to know about all of our potential customers. At least those who are clearly in the circle of our interests. Let's say a company selling food products must know about all the stores and retail outlets in their city. And not only to know, but somewhere to fix the presence of these potential customers. And not only to fix the presence of these potential customers, but should know a lot of additional information about these points,

• store area,
• trade format,
• belonging to a chain of stores
• and much, much more useful information.

Knowing all this, it will be possible to prepare and make an offer that they cannot refuse.

Thus, you can determine what percentage of all outlets do not work with you, and for all these customers you can determine the reason for the lack of cooperation with you, and these can be:

• Wrong pricing
• Wrong service
• Wrong assortment
• Unsatisfactory performance of a sales representative
• Another reason

By identifying these problem points, these errors can be corrected, and again, it will be possible to prepare and make an offer,

which they cannot refuse.

So, just starting to fix all counterparties (current and potential) in a systematic way, we will already get a fairly powerful and effective tool for marketing impact on the market.

Well, as an additional bonus - all records about Counterparties are stored in the "Counterparties" Directory, this information is stored in the enterprise. When replacing a sales manager, the entire client base, with all accounting parameters (type of activity, solvency, number of outlets, etc.) is automatically transferred to the new manager.

To reflect the whole range of possible meanings of the word counterparty, its etymology can be represented as follows:

• contr- the beginning of words, denoting opposition to something + agent;
• contractor- a word with Latin origins, meaning "contracting".

One of the significant meaningful aspects of this word is opposition. In this case, one party to the contract is opposed to the other party. In any contract, the obligation of one of the parties is opposed by the right of the other party.

Application abroad

The concept of a counterparty is widely used in the preparation of international documents in English. In this case, it can be expressed in different words. English word counteragent, which is almost identical in pronunciation and spelling, has very limited uses. Much more often you have to deal with the word contracting party, or counter party. These words literally mean "party to the contract". Also in English, the words “counterparty” can be used to denote the concept co-signatory- jointly signed, or covenantee - party to the agreement (from the Latin convenire- come together).

Common sense

Today, in generally accepted economic and legal practice, the concept is interpreted as each party to the contract which assumes obligations under the contract.

In a wider range of meanings, a counterparty is:

• party to a civil law contract;
• a legal or natural person who assumes certain obligations under the contract;
• party to the contract in relation to the other party;
• partners who have entered into a contract in relation to each other;
• party to a business transaction;
• contractor - a person who undertakes at his own risk to perform the necessary amount of work on the instructions of the other party to the contract (customer).