§ there is no control over the timing of agreements. There is no responsibility for the duration of approvals.

No one initiates punishment. As a result, less than 40% of contracts are concluded using public procedures, A average duration the stage of agreeing and signing contracts at the plant is: purchase and sale - 15 days, services/contract - 27.5 days.

Working with contracts: office work nuances

If the parties fail to agree In practice, the parties to the agreement do not always fully accept the terms of the agreement proposed by the other party. For example, an official simply does not agree on an offer.

What to do in this case and still bring the agreement to signing? The protocol of disagreements consists of: a preamble; content of disagreements; indications of the wording of the clause agreed upon by the parties; signatures of the parties (Example 2).

Who draws up contracts in the organization?

1.4. These Regulations are mandatory for use by all structural divisions of the Enterprise. 2. Basic requirements for execution of contracts 2.1.

The company enters into contracts with both legal entities and individuals.

2.2. Contracts concluded at the Enterprise must comply with the requirements and rules established by the parties that are mandatory federal laws and others legal acts in force at the time of their conclusion. 3.

Organization and management contract work: the role of a lawyer

the organization’s management does not consider it necessary to make changes to the local regulatory act that defines the procedure for approval and other documents;

there is no such act in the organization, and the management reacted with a decisive refusal to the proposal to develop a draft document and then accept it;

V job description Lawyer, cases when a lawyer should not endorse a draft contract are also not defined?

Therefore, it is necessary to take into account that Russian entrepreneur does not always have freedom of choice applicable law upon conclusion with foreign counterparty.

Execution of contracts (payment, accounting, monitoring the progress of execution).

In cases where the division of the organization that received the project has comments on its terms, such comments are documented with a protocol of disagreements. But should firms check the integrity of their counterparties and who will insure them against the latter’s dishonesty?

Analysis judicial practice shows that taxpayers claiming VAT refunds without sufficient legal grounds held accountable for the behavior of problematic taxpayer-suppliers.

Any contract can be divided into four parts:

• Additional terms;
• Item;
• Other terms of the agreement.
• Preamble (or introductory part);

1.

Preamble (or introductory part).

• Name (purchases and sales, deliveries, commissions, transport services, rent, joint activities etc.).

Who should draw up contracts?

Practice shows that contracts in organizations are often drawn up by anyone: a secretary, an accountant, managers, etc.

Therefore, it may be trivial, but it is best to entrust the drafting of contracts to a lawyer, giving him three functions in this regard:

carrying out legal expertise projects proposed for conclusion by the company’s counterparties; if necessary, making changes/additions to them to bring contracts into compliance with the law and the interests of the enterprise.

3. conducting a legal examination of changes/additions to the contract proposed (or introduced) by other divisions (employees) of the organization.

Legal technology

Subjects of contractual work These are various organizations, economic connections which are subject to contractual formalization.

Structural divisions are created within organizations. Conducting contract work is entrusted to one of them. Which department is specifically assigned this work?

Meet here various options. In some organizations, all contractual work is carried out legal department.

Organization of contractual work and the importance of the activities of the legal service

Economic laws should be considered among the most typical individual legal acts, in connection with the formation of which the enterprise carries out extensive and important work legal nature. Properly executed itself becomes valid legal act, which determines the subsequent actions of the parties. Timely and high-quality execution of the contract is largely ensured by measures established by law and agreements of the parties.

Introduction

Relevance of the topic test work is that proper organization contractual work is the basis for the correct reflection of facts economic life in organizational accounting. Participation is important in the process of organizing contract work accounting service organizations, because it is necessary to control and analyze the provisions of the contract from the perspective of accounting and tax legislation.

The purpose of this work is to study the organization of contractual work in an organization, the development of accounting policies for accounting and tax accounting purposes.

The set goal determines the solution of the following tasks:

Consider theoretical foundations organization of contract work;

Develop accounting policy for accounting and tax purposes;

Solve the given practical problem.

The subject of the study is contractual work.

The object of the study is economic activity organizations.

When researching the work, analysis, comparison, and study of educational literature on the research topic were used.

As information sources were used normative literature regulating the subject of research, educational literature the following authors Anisimova T.N., Babaeva Yu.A., Zonova A.S.

Organization of contract work

Contractual work in an organization is the activity of certain of its employees, including preparing a draft of a future agreement (contract, agreement), agreeing on its terms, consolidating these terms in a document and monitoring their implementation.

The process of organizing contractual work must be clearly planned and provide for management at all of the listed stages. Working with contracts requires a number of specific skills and special knowledge, primarily in the field of jurisprudence. To protect financial, economic and legal interests enterprises great value has contractual work technology.

An agreement is an agreement between two or more persons (legal entities and individuals) to establish, change or terminate mutual rights and responsibilities.

In the process of organizing work with contracts, managers, economists, accountants, and in some cases, specialists from other services of the organization, such as PR, the logistics department, merchants and even the security service, should participate.

The lawyer’s task is to correctly state the terms of the contract, in accordance with the Civil Code of the Russian Federation and other regulatory legal acts, and actually coordinate the process of working on the contract. The content of these conditions must be announced by the responsible executor - a person directly interested in the creation and execution of this agreement. It would be very advisable to instruct him (the responsible executor) to fully monitor the progress of work on the contract, both at the stage of creation - approval, and at the execution stage, including actions to find a counterparty.

The initiator of the creation of a draft agreement should be the service that needed the agreement, and the responsible executor will be either the head of this service or his direct subordinate assigned to perform such functions.

So, the contractor contacts the legal department (lawyer) of the organization with the desire to prepare a draft agreement. Moreover, it is the project, and not the agreement itself, since until the moment of final agreement and signing by the parties, it is incorrect to call such a document an agreement. The wishes of the responsible person must be formalized in the form of an application, where they must be described clearly and in as much detail as possible. necessary requirements- subject of the contract, price of goods, work, services, terms of execution of the contract, etc.

If there are comments in the version of the draft agreement provided by the counterparty, the organization’s lawyer carries out its examination, preparing, if necessary, a protocol of disagreements. After implementation specified actions the lawyer hands over the document with the approval sheet to the responsible person.

The organization needs to develop Regulations (Regulations) for working with contracts. This document must provide for the procedure for the agreement to pass through all stages from the moment of creation to full execution, as well as the time frame allotted for the development of the project and approval of the contract in each service (division) of the organization, where the contract must go before its final version is fully approved. It is also necessary to indicate how contracts are registered and stored.

In order to approve the procedure for approving the contract, you should draw up a Route Map for the movement of the contract and distribute it (bring it, hand it over, hang it on the wall at the workplace) to all employees of the organization.

IN route map it is necessary to indicate those services in which any contract takes place mandatory approval. As a rule, these are the accounting department, the purchasing department, the head of the department and lawyers. The final approval of the contract is received by the first person of the organization - the immediate manager, to whom the contract is received after all preliminary considerations.

Depending on the type of contract, it is possible to use the so-called simplified approval route, only in this case it is necessary to clearly define when and under what conditions this is possible.

If the services have comments on the contract, a note is made about this on the approval sheet and certified by the signature of the inspector. If there are comments from the services, the responsible person submits the draft agreement with an approval sheet containing the comments to the lawyer, and he, in turn, eliminates these comments (if necessary) and transfers them back to the responsible person.

Upon completion of the approval procedure, the contract with all attached documents is signed by the managers (authorized persons) of the parties to the contract and goes into execution.

Let's consider the procedure for organizing the registration and storage of contracts.

As of today Russian market There are a lot of software products designed to automate document flow, both in commercial organizations and in public sector institutions. Many of them are able to be customized and adapted to the specifics of a particular organization.

Such programs are designed to solve a lot of problems:

Reduce time for performing routine operations;

Make business communications more organized and effective;

Simplify as much as possible the procedure for preparing standard reports on the movement of documents;

Register incoming and outgoing documents, ensuring their viewing and editing;

Control documents in real time, including via the Internet;

Reduce the risk of information leakage by providing centralized secure storage of documents.

The main disadvantage of these programs is the high price.

Let's consider the process of registering and storing contracts in the absence of special software products.

It is advisable to entrust the registration of signed contracts to the legal department (legal assistant).

Create electronic version“Contract registration log” is quite easy using the ubiquitous Microsoft Windows tools (Excel file). Such a program must contain information about the date of the contract, the name of the counterparty, the contract number, the subject, the validity period, and information about the responsible service (department). Information about the concluded agreement is also entered here. If an additional agreement is concluded to the contract, this information must also be recorded. The same goes for specifications and other applications - integral parts agreement.

Any contract is assigned registration number, which may consist of several digital designations. For example, a digital designation of the type of contract, serial number of the contract, month or year of conclusion ( continuous numbering), inserted through a horizontal and/or slash (No. Х-Х/Х).

Each type of contract can be assigned a certain digital index, denoted, for example, by Arabic numerals:

Purchase and sale - 01;

Rent - 04;

Contracting, including construction - 05;

Shipping, transport expedition - 06;

Loan, credit, mortgage, bank account - 07;

Order, commission, agency - 08.

The originals of signed agreements should be stored in special filing folders in the legal department of the organization. Folders with originals of contracts are formed (filled) according to calendar years V chronological order. Each record folder must be accompanied by an inventory of the agreements contained therein. Each original agreement is kept in separate file(multifore) with the attachment of the originals of the protocol of disagreements, additional agreements, appendices, specifications and other documents related to the agreement. It's even better if all documents are scanned and posted publicly. electronic database so that everyone, if necessary, can familiarize themselves with the contract without leaving their workplace and without distracting other employees (usually lawyers).

Thus, lawyers, economists, accountants, and in some cases and other employees of the organization. When organizing work, it is possible to use special software products, the cost of which is quite high. The enterprise should develop regulations for contractual work and route sheets which will improve its efficiency.

contractual business accounting

Contract work only seems easy and fast to the uninitiated. In fact, it involves taking into account a huge number of details, strict adherence to the plan, as well as remarkable perseverance, attentiveness and responsibility.

Small mistakes can lead to gaps in the economic and legal security enterprises, which result in fines and lengthy legal proceedings.

To protect the financial, economic and legal interests of the enterprise, it is necessary to pay great attention technologies of contractual work, which this entire article is devoted to. Naturally, as the author, I won’t be able to touch on all the subtleties, but I will try to help companies organize contractual work at the enterprise - so that it works as smoothly and efficiently as possible.

First of all, it is necessary to understand that contractual work is not limited to just drawing up a contract and verifying compliance with all the conditions specified in it. In fact, such work involves a whole range of procedures:

The agreement must contain the following sections (articles):

• Preamble (place of conclusion of the agreement, date of conclusion, full and official names of partners, their legal status and powers of persons representing the parties).
• Subject of the agreement (contract).
• Quantity and quality of the subject of the contract (goods, services).
• Price and total cost.
• Payment procedure.
• Basic conditions and terms of delivery/acceptance (contracts for the supply of goods).
• The procedure for transferring ownership and possible risks (contracts for the supply of goods).
• Documents provided under this agreement (for example, delivery notes, invoices, etc.).
• Packaging and labeling (in cases of delivery of goods, raw materials, equipment, etc.).
• Transport conditions (in cases of delivery of goods, raw materials, equipment, etc.).
• Circumstances force majeure("force majeure").
• Sanctions for violation of contract terms.
• The procedure for submitting and considering claims and complaints.
• Arbitration and Applicable Law.
• Licenses, warranty periods and maintenance, insurance (if necessary).
• Other conditions and other additional sections.
• Addresses, bank and other details of the parties.

What if disagreements arose when agreeing on the terms of the contract?

Before concluding a contract, the parties go through the stage of discussing and agreeing on terms. Large companies, as a rule, have approved standard forms contracts. Such companies very rarely agree to change the “body” of their document.

If, however, it is necessary to change the conditions in unified agreement, then the parties sign a protocol for reconciling disagreements, which reflects the options for presenting certain points, and the parties indicate the agreed upon option as the third option. Signing such a document significantly speeds up the process of agreeing on all the terms of the contract, and therefore leads to its speedy signing and fulfillment by the parties of their obligations under it.

Duration of the contract - what to write?

In most cases, the contract is valid until the end calendar day year. This is largely due to tax reporting. I would especially like to note that under service contracts, the report is provided in the month preceding the reporting month. The date of drawing up the act will be the last day of the month (for example, June 30, 2011).

Lease agreements real estate Most are concluded for less than a year. If, for example, you specify the period from 01/01/2011 to 31/12/2011, some judiciary recognize such an agreement as not concluded due to non-compliance with the rules on its state registration. After all, a lease agreement for a period of more than one year is subject to mandatory state registration and is considered concluded from the moment of such registration. To avoid disputes, it is worth stipulating in the contract a period of 11 months or less.

We should also not forget that there are a number of other agreements that are considered concluded from the moment of their state registration (for example, an agreement of purchase and sale (donation) of real estate, transfer exclusive rights(for objects intellectual property, trademarks etc.), leases concluded for a period of more than one year, etc.).

Verification of parties

When preparing an agreement, and even more so at the stage of selecting a counterparty, it is necessary to request documents that will allow the company’s lawyer to assess the risks, as well as learn more about the potential counterparty in terms of its reliability. We present to your attention a sample list of them:

1. Documents provided by a legal entity:

· copies of constituent documents;

· a copy of the document confirming the authority of the head of the legal entity;

· a copy of the power of attorney, certified by in the prescribed manner legal entity, and a photocopy of the representative’s passport (if the contract is signed on behalf of the legal entity not by its director, but by a representative);

· a copy of the certificate of state registration of a legal entity with all changes;

· copy of the letter from the authorities statistical observation on assignment of codes;

· a copy of the tax registration certificate;

documents containing information including postal address company, telephone and bank details;

· copies of licenses to carry out the relevant type of activity, certificates, etc. certified by the seal of the organization and the signature of its head. (in cases where provided for by law Russian Federation).

2. Documents provided by the counterparty - an individual:

· copy of passport;

· a copy of the certificate of registration with tax authority at place of residence;

· a copy of the certificate of registration as an individual entrepreneur (for individuals — individual entrepreneurs);

· bank details (if necessary, payment through a bank);

· copy insurance certificate Pension Fund RF.

I draw your attention: when an agreement on the part of the counterparty is not signed by the general director of the company, then it is necessary to request a power of attorney or other administrative document, confirming the authority of the trustee. As practice shows litigation, very often one side fails to fulfill its contractual obligations refers to the fact that a deal has been concluded by an unauthorized person, and therefore is invalid. The court can take the plaintiff's side only when it is proven that responsible persons companies knew about perfect deal and did nothing to terminate it, but, on the contrary, fulfilled such an agreement for a certain time.

Examination and approval of the contract

After all the parameters of the contract have been checked and agreed upon, the document is submitted for examination and approval. During the examination authorized persons check the contract for the presence of various types of risks in it and, if there are no comments, sign a special “Approval Sheet”.

If officials refuse to endorse the contract, then a reasoned conclusion is drawn up on a special “Sheet of Comments”. The document is considered to have failed the examination and is sent for revision. After the comments have been eliminated, the project is resubmitted for approval.

After the “Approval Sheet” is signed, the contract is transferred opposite side(to the counterparty). If necessary, the company manager or lawyer registers the document in executive bodies state power.

I will give a few examples of what the procedure for agreeing on certain types of contracts may be:

Situation	Sighting persons
If a training contract is concluded...	Boss personnel service, supervisor legal department, financial director, chief accountant.
If equipment is supplied...	Chief Engineer, Head of the Logistics Department, Head of the Legal Department, Financial Director, Chief Accountant.
If delivery is made finished products(goods)…	Head of Quality Service, Head of Legal Service, Financial Director, Chief Accountant.

Grouping, storage and issuance of contracts

Each specialist draws up a register of contracts to suit his own needs and the needs of various departments of the company.

Mandatory information entered in the register

Required information to be entered in the register

· registration number; · additional number (counterparty number); · type of contract; date (place) of conclusion; · name of the counterparty; · subject of the agreement; · contract price; · responsible department (responsible executor); · availability of applications; · who signed the agreement.

· what document confirms the authority of the person who signed the contract on the part of the counterparty (validity period of such a document, if any); · payment procedure (indicating the frequency, timing of payment receipt, etc.); · special conditions(confidentiality terms); · the procedure for resolving disputes (for example, arbitration court); · deadlines for consideration of claims; · the order of their direction; · validity period; · amount of penalties; · existence of additional agreements; their subject matter; · details of the counterparty.

I draw your attention: Dividing the registry into two parts will make the job much easier. In one you can mark contracts under which your company acts as a customer, in the other - as a contractor. All enterprise contracts can be divided into several groups:

· purchase and sale agreements (including the purchase and sale of real estate);

· contracts for work performance;

· contracts for the provision of services;

· other agreements (pledge agreements, exchange agreements, guarantees, etc.).

IN current work Lawyers, consultants, accountants, auditors and managers can use copies of contracts. If one of the employees needs the originals of the contract, they can be issued only against signature. Also, against the signature (of the employee who accepted the contract), the original contract is returned.

I strongly recommend that you conduct an audit of existing contracts at least twice a year and draw up conclusions based on its results (for example, on missing annexes to contracts or on contracts that have expired). If documents with expired actions, then they will need to be transferred according to the inventory to the archive.

It is hardly possible to imagine a business without a contract. More precisely, it is possible, but it will not be a business, but a wild “conceptual” market of the era of primitive accumulation of capital.

Organizing contract work is never about developing a single, forever defined package standard contracts. This is a complex process in which all structures and divisions of the company must be involved.

Why templates aren't right for you

A good contract cannot be standard - you can consider this an axiom. “Pisces” does not take into account the specifics of your activities, situation, or wishes. Under the same agreement, it is proposed to formalize, for example, the purchase and sale of apartments and building materials, in an agreement between legal entities There may well be a reference to consumer protection law (and this is not a joke). How do you like the quote from a standard storage agreement, according to which the custodian is not responsible for the “loss<…>due to force majeure, incl. theft"?

If you don’t know that force majeure in its pure form is man-made and (or) natural disasters, then you can be left without compensation for damage caused by banal theft. A typical condition about jurisdiction - something like “okay, provided by law", - provided that the partners are in different regions, can entail huge expenses. It’s one thing to file a claim in arbitration in your city, and quite another thing to file a claim at the other end of Russia, and by default court hearings there will be at least two. In general, “fish” is an expensive business.

Why do you need to produce papers?

Perhaps, several years ago there was a discussion on the topic of why to produce more paperwork - even if this is a provision on contractual work - but now all questions have been removed: only well-organized work with contracts can eliminate annoying mistakes and unnecessary litigation.

In a modern company, a different question is raised: who should be entrusted with the development of contractual regulations so that it:

regulated all stages of contractual work;

took into account the specifics and needs of a particular economic entity;

minimized risks

and finally, worked, and was not just another piece of paper “for the sake of order.” A well-developed, thoroughly thought-out provision regulating contractual work reduces the likelihood of concluding unprofitable, impracticable, or, in general, enslaving deals.

Note to the director: workable contractual regulations and their compliance can help avoid accusations of unreasonableness and imprudence. And, on the contrary, failure to comply with the procedures enshrined in this document often becomes the basis for demanding compensation from the head of the company for losses caused by the transaction.

Get a lawyer or lose

We believe that everyone knows the main stages of contractual work - making a decision on the conclusion, choosing a partner, checking it, negotiations, preparing and agreeing on the project, signing (registration if necessary), ensuring safety, execution and, finally, putting it into the archive. You can involve a lawyer in your work at each of these stages, but the safest is from the very beginning to its logical conclusion.

At the same time, you should never, under any circumstances, make two mistakes:

rely on a lawyer in everything and

do not take into account the wishes of other services in contractual work.

A good dose of outside oversight and a fresh perspective never hurt anyone. And a lawyer, even the most professional one, is only a lawyer, and is not always able to adequately assess the contract as a whole and the consequences that it may give rise to.

Trust, but... not everyone

Effective contractual work in an organization is impossible without inspections of counterparties. Neglect of this element of contractual work leads to symmetrical blows on both sides - the unscrupulous counterparty does not fulfill its obligations, and controllers (primarily tax authorities) begin to ask uncomfortable questions. Yes, formally, it seems, taxpayers are not obliged to “test” their counterparties for good faith, but it is worth neglecting this seemingly optional obligation - and, especially for you and your business:

additional accruals;

• refusals to reimburse value added tax –

and this is far from full list the trials you will undergo if you are drawn into a deal with an unreliable company.

By the way, inspections of counterparties - both one-time and regular - are one of our most popular services. Many years of experience allows us to provide comprehensive and full check reliability, negating your risks of concluding a deal with a seditious “one-day” company.

Dealing with Conflicts

Unfortunately, obligations are not always fulfilled, so resolving conflicts and resolving the situation with minimal losses– one more necessary element contract work. Negotiating, forming claims, preparing evidence for court - all this falls on the shoulders of in-house lawyer, distracting from solving current issues.

A banal lack of time often gives rise to miscalculation after miscalculation, and the first trial rarely becomes the last. In addition, not every lawyer will come to terms with the fact that it was his mistake that gave rise to the problem, which sometimes leads to erasures, disguises, concealment of documentation - or even dismissals with a scandal and a move to competitors.

Connection to at this stage independent lawyers allows, on the one hand, to relieve conscientious full-time employees, on the other hand, to reduce or eliminate the risk of damage due to the actions of dishonest employees.

In conclusion

Let us emphasize once again: in any business, a properly laid foundation is extremely important. If for you contractual work consists only of signing documents developed by someone unknown standard contracts, then is it any wonder that obligations are not being fulfilled, the volume of non-payments is growing, and the courts are denying seemingly legitimate demands. Properly organized contract work and the professionalism of the organizers - only this will allow you to avoid absolutely all possible types risks (legal, economic, tax, corporate, etc.).