What documents are required to formalize the right to sign officials? Sample order on granting the right to sign

This document is necessary for every organization due to the requirements of accounting legislation. In this article you will find a sample order for the right to sign documents, learn about the nuances of its execution, as well as in what cases you need to draw up a power of attorney.

The right to sign primary documents: order or power of attorney?

Choosing between two normative sources depends on the goals pursued by the manager: if it is assumed that it will be necessary to sign internal corporate documentation, then optimal solution- issue an order. If you plan to sign and transfer papers outside the company (for example, cover letters for shipment of goods or invoices), then it is preferable to choose a power of attorney. For safety and security purposes trade secret many are afraid to transfer such serious powers to third parties who are not employees of the company, so the practice of orders is the most common. However, in cases where the manager intends to entrust an employee with a number of small tasks and is not ready to give him the right to sign in a global sense, then he can also issue a power of attorney for him.

However, in both acts it is necessary to indicate:

• personal data of the authorized person;
• names of papers that it can sign.

Also, in both cases, the head of the company should certify a sample signature of the authorized person, which should be placed in a separate column of the form.

Sample order granting signature rights

The manager can provide the opportunity for signing to the chief accountant, his deputy or another employee acting as the head of the preparation of tax, financial and legal papers. An order for the right to sign primary documents can be issued in free form, because the current legislature does not install unified form. However, according to established document management practice, the form should indicate:

• company name, its details;
• form details (number and date);
• legal basis transfer of the right to sign (Articles 7 and 9 Federal Law“On accounting” dated December 6, 2011 No. 402-FZ);
• Full name and position of the employees to whom the right to sign is transferred;
• a list of documents that a person will have the right to sign for a manager;
• sample signature of an authorized person and director.

Sample order on the right to sign invoices

Using the same principle, you can transfer the ability to sign not only primary, but also financial documents. However, such operations entail increased responsibility for the employee, as they can cause serious damage to the organization. It is necessary that the employee has sufficient qualifications and that the new credentials correspond to his job description.

The old Law on Accounting required that the list of persons authorized to sign primary documents be approved by the head of the organization in agreement with the chief accountant. The new Law does not provide for either approval of the list or its agreement with anyone. At the same time, according to the Ministry of Finance, the head of the company must still determine the list of persons who have the right to sign primary documents.

One of the following documents can confirm authority to sign documents:

• internal administrative document for the organization (an order signed by the head or a regulation approved by him on the right to sign on documents);
• power of attorney on behalf of the organization, executed in accordance with the requirements Civil Code, that is, again signed by the head.

What is the difference between a power of attorney and an order? An order for the right to sign documents on behalf of an organization is issued on specific officials, working in the company, and is valid for the entire period labor relations with these workers. That is, the order formalizes the distribution of powers within the organization.

Usually, an order delegates the right to sign those documents that never leave the walls of the organization. After all, according to general rule The company’s internal administrative documents do not apply to third parties (who are not on its staff). Very in rare cases regulations establish that the right to sign specific type documents on behalf of the organization are provided to other persons by order. These documents include invoices.

But it happens that counterparties require a power of attorney in order to verify the authority of the person signing the document. Then, in order to avoid unnecessary disputes, you can issue a power of attorney or both an order and a power of attorney.

A power of attorney, unlike an order, is always written out for a specific individual, and not to the person occupying a certain position. You can indicate the position in the power of attorney, but this is not necessary. Usually a power of attorney is issued for certain period. If the validity period is not specified in the power of attorney, then it is valid for a year from the date of its execution.

You cannot do without a power of attorney when transferring the right to sign primary documents on behalf of the company to a person who is not its employee.

When we're talking about about an employee of the organization, should be reflected in his employment contract or job description, with which he must be familiarized with signature, his obligation to draw up primary documents, the right to sign which he is granted.

And despite the fact that the law does not oblige the manager to approve a list of persons who have the right to sign documents on behalf of the company, drawing up and approving such a list will not hurt.

It’s good when everyone in the organization knows who is responsible for the design specific document and for the timeliness of its receipt in the accounting department.

Let us separately focus on the signature of the chief accountant in the primary account. As you remember, the old Law No. 129-FZ stated that without the signature of the chief accountant, monetary and settlement documents are considered invalid and should not be accepted for execution. There is no such provision in Law No. 402-FZ. This means that the chief accountant’s signature may not be on the primary document. But there are a number of exceptions.

Firstly, cash documents. Bank of Russia Directive No. 3210-U states that cash documents must be signed by the chief accountant, although the manager can authorize another person. So for the validity of these documents, the signature of the chief accountant is not required if they were signed by another authorized employee. But the chief accountant himself does not need a power of attorney or an order to sign cash documents. He has the right to sign these documents by virtue of his position.

Secondly, invoices. Everything is the same here - the Tax Code requires the signature of the chief accountant, but allows the transfer of these powers to another person.

Read the full text of the seminar in the magazine " main book. Conference hall" 2015, No. 03

Documents are endorsed not only by the manager, but also by other employees - within the limits of their functionality. Thus, accountants endorse balance sheets, accounts and reconciliation reports, economists – plans, reports and calculations, lawyers – contracts, specifications and claims, personnel officers – personnel orders, work books And office notes. Who and what exactly is authorized to endorse fits into the sample order granting the right to sign or power of attorney.

The right of first and second signature is distinguished. The first belongs to the leader. To grant such a right, a sample order on the right of first signature is used. The second one is provided authorized representative- to the employee budgetary organization. Similar information reflected in:

• order;
• job description;
• position;
• powers of attorney.

The first three refer to internal documentation. It is unacceptable to register them in the name of a person who is not in an employment relationship with the organization. But a power of attorney can be issued both to a regular person and to a third party.

The right to sign primary documents: order or power of attorney

Any option is suitable, but it is necessary to specify which documents the employee can endorse. It happens that the accounting department issues a power of attorney to sign a delivery note one-time - to receive a specific batch of goods or products. Usually we are talking about granting powers to a person who performs such assignments occasionally.

The director must approve the list of persons authorized to sign primary documents by order.

Responsibility for the execution of a business transaction and the accuracy of the data lies with the person who endorsed the primary document, and not with the person who keeps the accounting records.

Terms of office also differ. Thus, a power of attorney is limited to the period specified in it. Local acts are valid until the employment relationship with the employee is terminated or until it is cancelled, accepted new edition. You can specify the duration of powers in the document itself, for example, set a one-year period. Often powers are assigned for the period of absence of an employee; the period in this case is determined by the period of replacement.

What to write in the order

Formulations are at the discretion of the administration. Typically, a sample order for the right to sign documents contains common phrases, and the power of attorney details the rights. If we are talking about the endorsement of contracts, representation of the interests of a budgetary organization in third-party institutions, government bodies, then it is advisable to issue a power of attorney. Counterparties always insist on confirmation of the representative’s authority, requiring a power of attorney.

Sample order on the right to sign primary documents

Agreement, invoice, delivery note, invoice - the most common official documents of the primary accounting. The list is open: the administration can expand it by securing other forms in accounting policy.

The primary document first of all confirms the fact of a business transaction. And it also serves as the basis for recording transactions in accounts. Issued upon completion of the fact or after the completion of the operation.

Sample order for the right to sign financial documents

Financial papers show solvency and profitability. In this sense, the balance is informative. It reflects financial condition at the end of the period. By looking at the balance sheet, a specialist can easily determine whether the counterparty has sources of funds, property, or only debts and obligations. Other financial papers: consolidated income statement, statement of funds and their use.

Loans and credit agreements can also be classified as financial securities.

Sample order on the right to sign invoices

Sample order for the chief accountant to sign

Previously, monetary and settlement documents not signed by the chief accountant were considered invalid and were not accepted for execution. With the adoption of the Federal Law “On Accounting” No. 402, the situation changed. According to Art. 73, accounting must be entrusted by the head to the chief accountant. Alternative options- another employee and third-party accountant. It is allowed for the manager to conduct accounting personally, unless we are talking about a credit organization.

How to revoke signature rights

A previously issued act is canceled by issuing a new one - a repealing one. It must indicate:

• which act is being repealed;
• from what date;
• column for reference.

Informing the authorized person about the cancellation is required condition. Such a person can sign both on the order itself and on separate sheet familiarization.

A power of attorney issued on the organization’s letterhead is revoked administrative document leader. Notarized - by a notary. The provision of information is mandatory, as in the case of cancellation.

Signature right

In accordance with paragraph 14 of the order of the Ministry of Finance of Russia dated July 29, 1998 No. 34n, the documents used to draw up business transactions With in cash, signed by the head of the organization and the chief accountant or persons authorized by them. The list of persons authorized to sign primary accounting documents is approved by the head of the organization in agreement with the chief accountant.

Answer

On financial documents right of first signature belongs to the head of the organization, and the right of the second signature belongs to the chief accountant or persons conducting accounting (clauses 7.5 and 7.6 of the Instruction of the Central Bank of Russia dated September 14, 2006 No. 28-I). The head of the organization can transfer the right to sign documents to other persons on the basis of an appropriate order or power of attorney issued by law. in the prescribed manner. In this case, a power of attorney, job description, as well as an order of appointment to a position will be appropriate documents to confirm the right of the first or second signature only if they directly indicate that to this person the right to sign (first or second) has been granted. This is stated in the letter of the Central Bank of Russia dated June 14, 2007 No. 31-1-6/1244.

The right to sign can be granted to both full-time employees and third parties. At the same time, the right of first signature cannot be vested in Chief Accountant or other persons having the right of second signature. It is also not allowed to grant one person simultaneously the right of first and second signature (clause 7.9 of the Instruction of the Central Bank of Russia dated September 14, 2006 No. 28-I).

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Order granting an employee the right to sign

Employees of the organization are given the right to sign on the basis of an order from the manager. The order indicates the names and positions of employees who are granted the right of first or second signature, as well as what documents they can sign. Sample signatures of employees are provided in the appendix to the order.

The right to sign has been temporarily transferred

The head of an organization may grant the right of first or second signature to an official for certain time. For example, the chief accountant, who has the right of second signature, is going on vacation or business trip. At this time, the right to sign documents may be transferred to the deputy chief accountant. To grant the right to sign, it is issued corresponding order, which indicates for what period the person is given the right to sign, and on what documents.

For financial transactions with the bank, the person authorized to sign must be indicated in bank card. If it does not contain a sample of his signature, a temporary card is issued (clause 7.16 of the Instruction of the Central Bank of Russia dated September 14, 2006 No. 28-I).

The right to sign has been transferred to the General Director

In the absence of a chief accountant position in the organization's staff, his responsibilities for maintaining accounting records with the provision of the right to sign financial documents can be assigned to general director. The assignment of such duties is formalized by an appropriate order.

In this case, on financial documents submitted to the bank, the bank card with sample signatures is affixed handwritten signature general director, and in the “second signature” field it is indicated that the person entitled to the second signature is absent (clause 7.10 of the Instruction of the Central Bank of Russia dated September 14, 2006 No. 28-I).

The right to sign is transferred on the basis of a power of attorney

The right to sign documents, for example for disposing of funds or concluding contracts, can be transferred on the basis of a power of attorney. It must directly indicate that this person is granted, firstly, the right of first or second signature, and secondly, that the power of attorney is given specifically for the disposal of funds. If a power of attorney is issued for the right to conclude contracts, it does not indicate the person’s authority to manage the finances of the organization.

The accounting department in the organization decided to carry out its internal review availability of primary accounting documents. During the process of this audit, the fact was revealed that these primary documents, both from suppliers and from buyers, are signed in most cases different people(employees of suppliers or buyers), and not personally by the manager or individual entrepreneur. In this regard, the accounting department insists on collecting powers of attorney or orders confirming the right to sign primary documents by these persons.
Is this necessary? Will the absence of powers of attorney (orders) have any significance in the event tax audit?

Having considered the issue, we came to the following conclusion:
Current legislation does not contain a requirement for an organization to verify the authority of contractors’ employees (suppliers and buyers) and to collect powers of attorney or orders from counterparties confirming the right to sign invoices and other primary documents by these employees.
However, the presence of counterparties necessary orders or powers of attorney for signing primary documents is a necessary condition to accept data from primary documents for accounting and tax accounting. In this regard, suppliers and buyers can voluntarily provide the organization with copies of their administrative documents.

Rationale for the conclusion:
In accordance with the Federal Law of December 6, 2011 N 402-FZ “On Accounting” (hereinafter referred to as Law N 402-FZ), each fact economic life subject to registration as a primary accounting document. Accounting is maintained on the basis of primary documents. The primary accounting document must be drawn up at the time of the transaction, and if this is not possible, immediately after its completion (Law N 402-FZ). All forms of primary accounting documents are determined by the manager economic entity, and are developed by the person entrusted with accounting (Law N 402-FZ). N 402-FZ does not provide mandatory application forms of primary accounting documents contained in albums of unified forms. However, when developing own forms organizations can also use unified forms approved by the State Statistics Committee of Russia as a model.
Primary accounting documents are accepted for accounting if they contain the mandatory details specified in Law N 402-FZ. Law No. 402-FZ states that the mandatory details of the primary document are the name of the position of the person (persons) who completed the transaction, operation and the person(s) responsible for its execution, or the name of the position of the person(s) responsible for registration of the accomplished event, and the signature of the specified person (persons).
So the signatures authorized persons are mandatory requisite primary accounting documents.
Rules documentation receipts of goods are specified in clause 2.1 Methodological recommendations on accounting and registration of operations for the receipt, storage and release of goods in trade organizations, approved by letter of Roskomtorg dated July 10, 1996 N 1-794/32-5 (hereinafter referred to as the Methodological Recommendations). The movement of goods from the supplier to the buyer is documented by shipping documents, stipulated conditions supply of goods and rules for the transportation of goods (waybill, consignment note, railway consignment note). The posting of received goods is confirmed by placing a stamp on the shipping documents certifying the quantity or quality of the received goods (clauses 2.1.2, 2.1.3 of the Methodological Recommendations).
In particular, the movement of goods can be documented with a consignment note (TTN) (approved by the State Statistics Committee of Russia dated November 28, 1997 N 78), a consignment note (TN) form, approved by the Government RF dated April 15, 2011 N 272, railway waybill, bill of lading, delivery note in the form developed by the supplier. When developing a bill of lading form, form N TORG-12, approved by the State Statistics Committee of Russia dated December 25, 1998 N 132, can be taken as a basis. The bill of lading can be replaced by a universal transfer document(UPD), compiled on the basis of the invoice form, supplemented necessary details(Federal Tax Service of Russia dated October 21, 2013 N ММВ-20-3/96).
In accordance with civil law without a power of attorney, the sole executive body of the company - its head - can act on behalf of the organization (directly on the basis of the charter) (, Civil Code of the Russian Federation, Federal Law of 02/08/1998 N 14-FZ "On Companies with limited liability", Federal Law of December 26, 1995 N 208-FZ "On joint stock companies").
As follows from the Civil Code of the Russian Federation, other persons have the right to act on behalf of the organization by virtue of authority based on a power of attorney, an indication of the law or an act of an authorized person government agency or organ local government. In addition, it follows from the Civil Code of the Russian Federation that authority may also be evident from the situation in which the representative (seller in retail trade, cashier, etc.). Moreover, the list of examples of the situation given in paragraph two of the Civil Code of the Russian Federation is not exhaustive (Twentieth Arbitration court of appeal dated May 14, 2012 N 20AP-1378/12).
There are opportunities to transfer the right of signature from the manager to other persons in clause 14 of the Accounting Regulations and financial statements V Russian Federation(approved by the Ministry of Finance of Russia dated July 29, 1998 N 34n). It says that the list of persons who have the right to sign primary documents is established by the head of the organization in agreement with the chief accountant.
In practice, the list of persons approved by the head of the organization who have the right to sign primary accounting documents is usually included as an appendix to the organization’s accounting policies. However, there is no prohibition on transferring signature rights by issuing separate order or execution of a power of attorney.
If an employee of the organization (chief accountant, storekeeper, etc.) fulfills his job responsibilities or acts on the basis of relevant orders of management on the territory of the organization, it is sufficient to confirm his authority internal documents organizations ( employment contract with the storekeeper, an order for acceptance (transfer) to corresponding position, job description or order on the right to sign).
The actions of those authorized to sign invoices on the basis of orders are mentioned, in particular, in the Nineteenth Arbitration Court of Appeal dated 02.03.2016 N 19AP-7619/15, Thirteenth Arbitration Court of Appeal dated 10.11.2015 N, AS East Siberian District dated July 16, 2015 N F02-3845/15 in case N A19-5697/2014.
The resolution of the Volga Region Autonomous District of August 26, 2014 N F06-13386/13 in case N A57-23154/2012 confirmed that the Tax Code of the Russian Federation allows for the possibility of signing primary documents not only by the head of the organization, but also by another person authorized to do so by order or appropriate power of attorney .
In its own way legal nature the order of the head of the organization is local normative act, which, by virtue of the Labor Code of the Russian Federation, is an internal document of the employing organization that establishes the rights and obligations for the organization’s employees.
Therefore, we can conclude that the order on the transfer of powers is a local regulatory act of the organization, by which all or part of the rights and obligations (powers) of one employee are transferred to another employee. In particular, the order may transfer the right to sign certain documents.
At the same time, in legislation and regulatory documents there is no requirement to indicate the details of powers of attorney, orders and other internal documents of the organization in shipping documents. In particular, such details are absent in unified form N TORG-12, approved by the State Statistics Committee of Russia dated December 25, 1998 N 132, as well as in other forms of invoices and UPD.
The norms of the current legislation do not provide that failure to indicate in the invoices the authority of the person accepting the goods (power of attorney, organization order) entails the invalidity of such invoices.
This also confirms arbitration practice. The judges, taking into account the Civil Code of the Russian Federation, recognize that the signatures of employees who performed their official duties and signed delivery notes on behalf of the organization are adequate evidence of receipt of goods by the organization, since the powers of these persons were clear from the environment in which they acted, powers of attorney for such employees not required (FAS Volga-Vyatka district dated 03.08.2012 N F01-2422/12 in case No. A29-8056/2011 (SAC of the Russian Federation dated 30.11.2012 N VAS-15951/12 the transfer of the case to the Presidium of the SAC of the Russian Federation for review was refused), FAS East Siberian District dated 14.11 .2011 N F02-5045/11 in case N A78-7961/2010 (by determination of the Supreme Arbitration Court of the Russian Federation dated January 19, 2012 N VAS-17510/11, the transfer of the case to the Presidium of the Supreme Arbitration Court of the Russian Federation for review was refused), FAS of the West Siberian District dated 02.03. 2011 in case No. A75-4575/2010, FAS Northwestern district dated 05/19/2011 N F07-3080/11 in case N A56-38207/2010, Thirteenth Arbitration Court of Appeal dated 04/12/2016 N 13AP-2492/16, dated 05/11/2012 N 13AP-5009/12, dated 06/10/2011 N 13AP-8029/11, dated 01.10.2010 N 13AP-13039/10).
As stated in newsletter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated October 23, 2000 N 57, the actions of employees represented in the fulfillment of an obligation, based on the specific circumstances of the case, may indicate approval, provided that these actions were within the scope of their official (labor) duties, or were based on a power of attorney, or the employees' authority to carry out such actions was clear from the environment in which they acted.
A reference to the fact that the presence of a power of attorney is a necessary condition for obtaining material assets, cannot be accepted, since by virtue of the Civil Code of the Russian Federation the powers may follow from the situation (Eighteenth Arbitration Court of Appeal dated 09.11.2016 N 18AP-10705/16, Ninth Arbitration Court of Appeal dated 11.03.2016 N).
The absence of powers of attorney confirming the authority of the persons who signed the invoices does not refute the fact of delivery of goods (Sixteenth Arbitration Court of Appeal dated November 21, 2016 N 16AP-4484/16, Eleventh Arbitration Court of Appeal dated October 14, 2016 N, Seventeenth Arbitration Court of Appeal dated 09/06/2016 N 17AP-10436/16, dated 04/28/2016 N 17AP-3514/16).
At the same time, there is no prohibition for the management of an organization to grant its employees the authority to sign invoices by issuing a power of attorney and to indicate the details of the power of attorney in shipping documents, for example, in the invoice form N TORG-12. In the decision of the First Arbitration Court of Appeal dated October 10, 2016 N 01AP-5171/16, invoices were presented in the case, containing the signature of the person who received the goods, indicating the details of the powers of attorney issued in his name.
The courts also note that the current legislation does not provide for the taxpayer’s obligation to carry out an examination of the authenticity of the affixed signatures and seals on primary accounting documents. The company demonstrated due diligence when concluding an agreement with a counterparty by obtaining from counterparties constituent documents, certificates of registration with tax authorities, orders of appointment executive bodies( AC Central District dated August 24, 2016 N F10-2890/16).
Note that everything said above also applies to signing invoices.
According to the Tax Code of the Russian Federation, an invoice is signed by the head and chief accountant of the organization or other persons authorized to do so by an order (other administrative document) for the organization or a power of attorney on behalf of the organization.
In other words, an invoice can be signed by a person to whom the relevant powers have been transferred not only on the basis civil power of attorney, but also on the basis of powers delegated within the normal internal activities organization (by order).
We come to the conclusion that the current legislation does not contain a requirement for an organization to check the powers of contractors’ employees (suppliers and buyers) and to collect powers of attorney or orders from contractors confirming the right to sign invoices and other primary documents by these employees.
Moreover, there is not even mandatory requirement indicate details similar powers of attorney and orders in invoices, UPD and invoices, which does not exclude the possibility of their indication in voluntarily.
However, the presence of the counterparties with the necessary orders or powers of attorney for their employees to sign primary documents is a necessary condition for the acceptance of these primary documents for accounting and tax accounting.
We assume that the question asked to us arose in connection with periodically arising claims from tax authorities against taxpayers in connection with possible unjustified tax benefits allegedly received by taxpayers due to a lack of due diligence in relations with counterparties.
Thus, in a letter dated October 31, 2013 N SA-4-9/19592 “On the direction of reviewing the practice of considering taxpayer complaints and tax disputes by courts on issues of unfounded tax benefit"in order to improve the quality of events tax control on the issue of obtaining an unjustified tax benefit by the Federal Tax Service of Russia among the circumstances that are taken into account arbitration courts, indicated the signing of primary documents by a person not specified in the Unified state register legal entities, as having the right to sign primary documents on behalf of the counterparty without a power of attorney, provided that the taxpayer does not have a power of attorney confirming the relevant authority.
However, on August 19, 2017, No. 163-FZ (hereinafter referred to as Law No. 163-FZ) came into force on July 18, 2017, which supplemented the Tax Code of the Russian Federation, Art. 54.1, establishing the limits of the exercise of rights according to the calculation tax base and (or) the amount of tax, fee, insurance premiums. This article removes the burden of proof from the taxpayer of proving that he showed due diligence and caution when entering into relationships with a counterparty. Now, in order for a tax benefit to be recognized as unjustified, tax authority must prove that the taxpayer intentionally (purposefully) creates conditions aimed solely at obtaining tax benefits, or that the main purpose of the transaction (operation) is non-payment (incomplete payment), offset (refund) of tax (fee), or that the goods (work, service) come from a person other than the declared counterparty.
The Tax Code of the Russian Federation directly states: “Signing of primary accounting documents by an unidentified or by an unauthorized person, violation by the taxpayer’s counterparty of the legislation on taxes and fees, the possibility of the taxpayer obtaining the same result economic activity when performing other transactions (operations) not prohibited by law, they cannot be considered as an independent basis for recognizing a taxpayer’s reduction of the tax base and (or) the amount of tax payable as unlawful.”
This once again confirms the validity of our conclusion.

We recommend that you familiarize yourself with the following materials:
- . Development and approval of primary documents for accounting;
- . Documentary confirmation the fact of transfer of goods to the buyer;
- . Accounting for sales (disposal) of goods;
- . Rules for conducting primary accounting documentation for accounting purposes;
- . Request documents from the counterparty in order to minimize tax risks.

Prepared answer:
Service Expert Legal consulting GUARANTEE
auditor, member Russian Union auditors Bulantsov Mikhail

Response quality control:
Reviewer of the Legal Consulting Service GARANT
professional accountant Rodyushkin Sergey

The material is prepared on the basis of individual written consultation provided as part of the Legal Consulting service.