1. THE SUBJECT OF THE AGREEMENT
1.1. Under this Agreement, the Lender transfers to the Borrower the amount of the interest-free loan in rubles, and the Borrower undertakes to repay the loan amount within the period stipulated by this Agreement.
1.2. The loan amount will be transferred in installments. The amount of the part of the loan amount transferred to the Borrower is determined in additional agreements that are integral parts of this agreement. Additional agreements should also specify the total amount Money transferred to the Borrower from the beginning of the agreement until the moment of signing such an additional agreement (taking into account the amount transferred under the signed agreement).
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. The Lender transfers to the current account of the Borrower the part of the loan amount agreed by the parties within days after the signing of the relevant supplementary agreement.
2.2. The repayment of the loan amount by the Borrower may occur in parts (in installments), but no later than months from the date of receipt of the first part of the loan amount.
2.3. The term and/or procedure for repaying the loan amount may be changed by an additional agreement between the parties.
3. RESPONSIBILITIES OF THE PARTIES
3.1. If the Borrower fails to repay the loan amount (its part) in set time The Borrower pays a penalty in the amount of % of the loan amount (its part) for each day of delay until the day it is returned to the Lender.
4. FORCE MAJOR
4.1. The Borrower is released from liability for partial or complete non-fulfillment of obligations under this agreement, if this non-fulfillment was the result of circumstances force majeure that arose after the conclusion of this agreement as a result of emergency circumstances that the parties could not foresee or prevent.
4.2. In the event of the occurrence of the circumstances specified in clause 4.1 of this agreement, each party must immediately notify the other party in writing about them. The notice must contain data on the nature of the circumstances, as well as official documents certifying the existence of these circumstances and, if possible, assessing their impact on the ability of the party to fulfill its obligations under this agreement.
4.3. If the party fails to send or untimely sends the notice provided for in clause 4.2 of this agreement, then it is obliged to compensate the other party for the losses incurred by it.
4.4. In cases of the occurrence of the circumstances provided for in clause 4.1 of this agreement, the deadline for the fulfillment by the party of obligations under this agreement is extended in proportion to the time during which these circumstances and their consequences are in force.
4.5. If the circumstances listed in clause 4.1 of this agreement and their consequences continue to operate for more than a month, the parties conduct additional negotiations to identify acceptable alternative ways performance of this agreement.
5. PRIVACY
5.1. The terms of this agreement and agreements to it are confidential and not subject to disclosure.
5.2. The Parties take all necessary measures to ensure that their employees, agents, successors, without the prior consent of the other party, do not inform third parties about the details this agreement and applications to it.
6. DISPUTES RESOLUTION
6.1. All disputes and disagreements that may arise between the parties on issues that have not been resolved in the text of this agreement will be resolved through negotiations.
6.2. Disputes not settled in the process of negotiations are resolved in the manner prescribed by the current legislation of the Russian Federation.
7. TERMINATION
7.1. This agreement is terminated by agreement of the parties or on other grounds provided for by the current legislation of the Russian Federation.
8. FINAL PROVISIONS
8.1. Any changes and additions to this agreement are valid provided that they are made in writing and signed by duly authorized representatives of the parties.
8.2. All notices and communications under this agreement must be sent by the parties to each other in writing.
8.3. This agreement shall enter into force from the moment the Lender transfers the first part of the loan amount to the current account of the Borrower.
8.4. This agreement is valid until the Borrower fully fulfills its obligations to repay the loan amount.
8.5. This agreement is made in two copies, having equal legal force, one copy for each of the parties.
8.6. In all other respects not provided for by this agreement, the parties will be guided by the current legislation of the Russian Federation.
Dear readers! The article talks about typical ways to solve legal issues, but each case is individual. If you want to know how solve exactly your problem- contact a consultant:
APPLICATIONS AND CALLS ARE ACCEPTED 24/7 and 7 days a week.
It's fast and IS FREE!
Situations in which funds are urgently needed arise not only for ordinary citizens, but for many organizations - legal entities.
Only the amount of borrowing required is completely different (purchase of expensive equipment, raw materials, reconstruction of buildings, construction of production workshops, etc.).
That's why Special attention is given to documents certifying the fact of registration of a loan or credit.
In this article, we will consider the main nuances of borrowing between legal entities, standard contract loan, as well as the rules for processing the transaction.
Nuances in compiling
When drafting a loan agreement and its execution, there are certain nuances that are unique to this type financial transactions:
| Compilation Form | Russian law obliges legal entities (organizations, companies, enterprises, etc.) to complete all their financial relations in writing, as well as with mandatory reflection in the accounting accounts. That is why a loan agreement between legal entities cannot be based only on oral agreements. A document drawn up in accordance with all the rules of civil law office work is required |
| Transaction amount | unlike agreements with individuals(legislation limits the maximum possible loan amount to 50 times the amount minimum wage labor), legal entities have complete financial freedom of action. Their transactions can be either minimal (50,000-300,000 rubles) or very solid (from 1,000,000 rubles to infinity) |
| Currency | legal entities have the opportunity to borrow money from each other in any convenient currency. A prerequisite such transactions is an indication of the exchange rate at the time of registration of the loan agreement. The law says that monetary obligations must be expressed in rubles (). This is necessary for an objective recalculation of the amount at the time of repayment of the debt, because in the case of long-term loans, currency fluctuations can be significant |
| Percent | Russian legislation allows borrowing transactions both with and without remuneration for the use of funds. That is, the loan can be both interest-bearing and interest-free. In the case of the latter, the law obliges the parties to the agreement to make a note in the text of the agreement that it is interest-free (the agreement is interest-free, interest is not charged for the entire period of using borrowed funds, etc.). Otherwise, the agreement will be considered interest-bearing and their amount will be calculated based on the size of the refinancing rate of the Central Bank of Russia, effective at the time of the conclusion of the agreement |
| taxes | taxation in Russian Federation works simply and without tricks. If there is a profit received as a result of providing own funds or other material assets(interest on the loan) - pay income tax. If the loan is interest-free, then taxation bypasses both the borrower and the lender |
Legal regulation
The Civil Code of the Russian Federation defines a loan as an agreement between legal entities or individuals, on the basis of which one party transfers money or other material assets, and the other undertakes to return them strictly at the set time.
It is also permissible to vary the various conditions of such an agreement:
- Presence/absence of interest for the use of borrowed funds.
- Loan duration.
- Borrowed amount.
- The procedure for obtaining and returning a debt, etc.
The subject of the contract may be the following material values:
- cash (in Russian or foreign currency);
- securities;
- precious papers or stones;
- art objects;
- fuel, raw materials;
- any goods, Russian or foreign production.
Also, the Civil Code of the Russian Federation establishes the moment when a debt agreement on a loan comes into force - the transfer of money. If the contract has been signed, and the subject of the agreement has not yet been transferred to the borrower, such a document is not legitimate.
Video: loan agreement between legal entities
Requirement for participants
Despite the fact that any legal entity can act as a party to a loan agreement, there are certain requirements that must be met:
| Lender | the only requirement that is put forward in relation to the creditor is the right of ownership of the funds or other material assets appearing in the contract. If a legal entity transfers money or things that do not belong to it under an agreement, this not only automatically turns the transaction into null and void, but also threatens with serious problems with the law |
| Borrower | requirements for borrowers a little more. The main ones are:
|
Standard loan agreement between legal entities
Most often, when drawing up a project between legal entities, a standard agreement is used.
The contract form is finished document, with omissions of specific information about the parties to the transaction, the subject of the contract, the validity period, etc.
When making your own, you must perform the following algorithm of actions:
| Print out the contract form | enter the date and place of the event in the appropriate lines (for example, March 15, 2019, Moscow) |
| Enter information about the parties to the transaction | name of the organization, in the person of which official it is represented, on the basis of what documents - power of attorney, Charter, etc. |
| Specify the type of loan | with or without remuneration for the use of borrowed funds |
| Mark important dates | date of issue of funds, goods or things, as well as the deadline for repayment of the debt |
| In the absence of a clause on the method of repayment of the debt, enter those options that are possible | add an important confidential information(on the number of necessary payments, the amount of interest for using the loan, the amount of penalties in case of default on debt obligations, etc.) |
| Based on verbal agreements | enter data on the method of resolving disputes (in a claim or judicial order) |
| Determine force majeure | which are a good reason for untimely fulfillment of obligations (for example, natural disasters that are possible in your region), enter the details of the lender and the borrower |
After filling out the form, you can safely invite representatives of partners to conclude a deal, sign a loan agreement and transfer funds or other material assets.
With interest
Basic distinctive feature an interest-bearing loan agreement is that it is such in the following cases:
Since the interest-bearing loan agreement contains conditions that lead to profit for one party and additional expenses for the other party, the form of the agreement is prepared for the specific requirements of each party and agreed (possibly using a protocol of disagreements).
It is important to remember that if the borrower wishes to receive borrowed funds in cash, then the loan amount under 1 agreement is limited to 100,000 rubles. If it is planned to transfer funds by bank transfer (from the organization's current account to the borrower's bank account), then there are no restrictions on the amount of borrowing.
Free of charge
Russian legislation allows legal entities to carry out financial relationships, both with remuneration for the use of borrowed funds, and without it. That is, the organization has the right to conclude an interest-free loan agreement without any legal or tax consequences.
The basis of the interest-free loan agreement is as follows:
| Direct indication that the contract is interest-free | in the absence of a phrase about interest-free, the agreement will automatically, by virtue of the law, be interest-bearing. At the end of the term of the loan or at the end of each month during its term, the borrower will accrue interest. If, under the loan agreement, not cash, but any other material assets (goods, things, fuel, raw materials, etc.) are transferred, the agreement is also automatically considered interest-free |
| Compilation Form | even if under the contract no one makes a profit (how much they borrowed - so much they gave away), it is necessary to conclude it in writing. However, such agreements do not require mandatory notarization or state registration in Rosreestr |
| Loan repayment term | the expiration date of the contract is a kind of "airbag" for the lender. If the borrower fails to fulfill its debt obligations, the very next day after the expiration of the contract, the creditor has the right to go to court with statement of claim on reimbursement of the amount of debt, as well as moral damage and lost profits (if the issuance of loans is a business for the lender) |
| Calculations | when providing an interest-free loan between legal entities in cash, the loan amount is limited to 100,000 rubles under one agreement. There are no such restrictions for non-cash payments between legal entities |
How to make a deal
So that the execution of the loan agreement goes smoothly and painlessly, and in the future does not bring disappointment and financial problems need to pay special attention to the details:
It is also important to clarify all the important terms of the transaction and include them in the loan agreement:
- interest;
- the term for the transfer of money and the return of the debt;
- debt payment methods, etc.
List of required documents
The necessary documents for concluding a transaction on borrowing money or other material assets are papers confirming the status of the borrower (legal entity) and allowing him to carry out such transactions:
- Certificate of state registration as a legal entity.
- Certificate of registration with the tax authorities.
- Articles of association.
- Order on the appointment of a director, etc.
According to the current Russian legislation, when drawing up loan agreements between legal entities, only written form (drawing up and signing) is allowed.
- based on the results of preliminary negotiations between representatives of the parties to a potential transaction;
- at the discretion of the lender.
Rights and obligations of the parties
The main obligations of the parties are to provide the borrower with the subject of the debt agreement and, accordingly, its full return at a clearly defined time.
But depending on preliminary agreements and other conditions of the contract, the following rights and obligations may arise:
| Check intended use borrowed funds (lender) | early termination of the debt agreement in cases specified by the agreement (both parties) |
| Assign all or part of your rights | and obligations under the contract to third parties (both parties) |
| ahead of schedule | repay the loan (borrower) |
| Notify about late payments | or other breaches of agreement (lender) |
| Voluntarily pay fines and penalties | upon the occurrence of circumstances stipulated by the agreement, etc. |
Debt recovery procedure
The basis of the debt recovery procedure is to determine the term of the loan agreement between legal entities. In some cases, this parameter is discussed through oral negotiations between the parties to the transaction, in others it is the sole decision of the lender.
Most often, the following schemes are chosen:
Interest rate loan agreement between legal entities sample 2018 free download standard form example form
CONTRACT N _____
money loan with interest (between legal entities)
_______________ "__" ___________ ____
Hereinafter referred to as ___ "Lender",
(name of company)
represented by _____________________________________________________________________, acting __
(position, full name)
on the basis of ______________________________________________________________, on the one hand, and
(Charter, powers of attorney)
Hereinafter referred to as "Borrower",
(name of company)
represented by _________________________________________________________________________, acting __
(position, full name)
on the basis of ________________________________________________, on the other hand, jointly
(Charter, powers of attorney)
referred to as the "Parties", individually a "Party", have entered into this Agreement
- SUBJECT OF THE AGREEMENT 1.1. The Lender transfers to the Borrower the ownership of funds in the amount of _____ (__________) rubles (hereinafter referred to as the "Loan Amount"), and the Borrower undertakes to repay the specified Loan Amount, together with the interest due, in the amount and terms stipulated by the Agreement<*>.
The contract is considered concluded if the parties, in the form required in the relevant cases, reach an agreement on all the essential terms of the contract. The condition on the subject of the contract is an essential condition of the contract (clause 1 of article 432 Civil Code RF).
The essential conditions of the contract are the conditions that are named in the law or other legal acts as essential or necessary for contracts of this type (paragraph 2, clause 1, article 432 of the Civil Code of the Russian Federation). The loan amount is an essential condition of the loan agreement (clause 1, article 807 of the Civil Code of the Russian Federation).
1.2. The amount of interest under this Agreement is _____% of the Amount
loan at ____________________.
(specify period)
- PROCEDURE FOR PROVIDING AND RETURNING THE LOAN AMOUNT 2.1. The Lender transfers the Loan Amount to the Borrower by transferring it to the Borrower's bank account specified in Section 9 of this Agreement. The date of transfer of funds is the date of their crediting to the current account of the Borrower.
2.2. Confirmation of the transfer of the Loan Amount to the Borrower's bank account is a copy of the payment order with the bank's mark of execution.
2.3. The Borrower undertakes to repay the Loan Amount, together with the interest due, by "__" ___________ ____.
2.4. The loan amount is repaid in accordance with the debt repayment schedule, which is an appendix and integral part actual agreement.
2.5. The loan amount may be repaid by the Borrower ahead of schedule only with the written consent of the Lender.
- PROCEDURE FOR CALCULATION AND PAYMENT OF INTEREST 3.1. Interest for the use of the Loan Amount specified in clause 1.2 of this Agreement is accrued from the day following the day the Loan Amount is provided in accordance with clause 2.1 of the Agreement, until the day the Loan Amount is returned in accordance with clause 2.3 of the Agreement inclusive.
3.2. Interest for the use of the Loan Amount shall be paid no later than the _____ day of each month, starting from the month following the month in which the Loan Amount was granted. Interest accrued for the last period of using the Loan Amount shall be paid simultaneously with the return of the Loan Amount.
Option: Interest for the use of the Loan Amount is paid simultaneously with the return of the Loan Amount.
- RESPONSIBILITIES OF THE PARTIES 4.1. If the Loan Amount is not returned within the period specified in clause 2.3 of the Agreement, the Lender has the right to require the Borrower to pay a penalty in the amount of _____% of the debt amount for each day of delay, but not more than _____% of the Loan Amount.
4.2. The collection of penalties does not release the Borrower from the performance of obligations under this Agreement.
4.3. In cases not provided for by this Agreement, property liability is determined in accordance with the current legislation of the Russian Federation.
- FORCE MAJOR 5.1. The Parties are released from liability for non-fulfillment or improper fulfillment of obligations under the Agreement due to irresistible
forces, that is, extraordinary and unavoidable under given conditions
circumstances, which are understood as: ___________________________________
__________________________________________________________________________.
(list force majeure circumstances)
5.2. Upon the occurrence of the circumstances specified in clause 5.1 of the Agreement, the Party is obliged to notify the other Party in writing within _____ (__________) days. The notice must contain data on the nature of the circumstances, on the expected duration of their validity and termination.
5.3. If a Party does not send or untimely sends a notice provided for in clause 5.2 of the Agreement, then it is obliged to compensate the other Party for the losses incurred by it.
5.4. In cases of the occurrence of circumstances provided for in clause 5.1 of the Agreement, the period for fulfilling obligations under the Agreement is suspended for the time during which these circumstances are in force.
5.5. If the circumstances that have occurred, listed in clause 5.1 of the Agreement,
continue to operate for more than _________________________, then each of the Parties
(specify period)
has the right to terminate the Agreement ahead of time.
- DISPUTES RESOLUTION6.1. The Parties will strive to resolve all possible disputes and disagreements that may arise under the Agreement or in connection with it, through negotiations.
6.2. Disputes not settled through negotiations are referred to the court in accordance with the procedure established by the current legislation of the Russian Federation.
- AMENDMENT AND EARLY TERMINATION OF THE AGREEMENT 7.1. Any changes and additions to this Agreement are valid if they are made in writing and signed by duly authorized representatives of the Parties. Relevant additional agreements Parties are an integral part of the Agreement.
7.2. All notices and communications under the Agreement must be sent by the Parties to each other in writing.
7.3. The Agreement may be terminated ahead of schedule by agreement of the Parties or in a different manner and on the grounds provided for by the current legislation of the Russian Federation.
- FINAL PROVISIONS
Along with the condition on the subject of the contract, as well as the conditions that are named in the law or other legal acts as essential or necessary for contracts of this type, the essential terms of the contract are all those conditions regarding which, at the request of one of the parties, an agreement must be reached (para. 2 paragraph 1 article 432 of the Civil Code of the Russian Federation). Thus, the parties have the right to determine for themselves any condition as essential, in case of inconsistency of which the contract cannot be considered concluded.
8.1. This Agreement shall enter into force from the moment the Loan Amount specified in clause 1.1 of this Agreement is credited to the Borrower's bank account specified in Section 9 of the Agreement.
8.2. This Agreement is valid until the full and proper fulfillment by the Parties of their obligations under the Agreement.
8.3. This Agreement is made in two copies, one copy for each of the Parties.
8.4. For all other issues not regulated by this Agreement, the Parties will be guided by the current legislation of the Russian Federation.
- ADDRESSES, DETAILS AND SIGNATURES OF THE PARTIES Lender Borrower Name: ______________________ Name: ______________________
Address: _____________________________ Address: _____________________________
OGRN _______________________________ OGRN _______________________________
TIN ________________________________ TIN ________________________________
Checkpoint ________________________________ Checkpoint ________________________________
R/s ________________________________ R/s ________________________________
in __________________________________ in __________________________________
C/s ________________________________ C/s ________________________________
BIC ________________________________ BIC ________________________________
OKPO _______________________________ OKPO _______________________________
______________ (___________________) ______________ (___________________)
1. THE SUBJECT OF THE AGREEMENT
1.1. Under this Agreement, the Lender transfers to the Borrower the amount of an interest-free loan in the amount of rubles, and the Borrower undertakes to repay the specified loan amount within the time period established by this Agreement.
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. The Lender transfers to the Borrower or transfers to his bank account the specified loan amount within days from the date of conclusion of this agreement.
2.2. The return of the loan amount specified in this agreement is carried out by the Borrower no later than "" 2019. The specified amount of the interest-free loan can be returned at the request of the Borrower in installments (in installments).
2.3. The interest-free loan amount specified in clause 1.1 of this Agreement may be returned by the Borrower ahead of schedule.
3. RESPONSIBILITIES OF THE PARTIES
3.1. In case of non-repayment of the loan amount specified in clause 1.1 of this agreement within the period specified in clause 2.2 of this agreement, the Borrower is obliged to pay the Lender a penalty in the amount of % of the outstanding loan amount for each day of delay until the day it is returned to the Lender.
4. FORCE MAJOR
4.1. The Borrower is released from liability for partial or complete failure to fulfill obligations under this agreement if this failure was the result of force majeure circumstances that arose after the conclusion of this agreement as a result of extraordinary circumstances that the parties could not foresee or prevent.
4.2. In the event of the occurrence of the circumstances specified in clause 4.1, each party must immediately notify the other party in writing about them. The notice must contain data on the nature of the circumstances, as well as official documents certifying the existence of these circumstances and, if possible, assessing their impact on the ability of the party to fulfill its obligations under this agreement.
4.3. If a party does not send or untimely sends the notice provided for in clause 4.2, then it is obliged to compensate the other party for the losses incurred by it.
4.4. In the event of the occurrence of the circumstances provided for in clause 4.1, the deadline for the fulfillment by the party of obligations under this agreement is extended in proportion to the time during which these circumstances and their consequences are in effect.
4.5. If the circumstances listed in clause 4.1 and their consequences continue to operate for more than , the parties conduct additional negotiations to identify acceptable alternative ways to fulfill this contract.
5. PRIVACY
5.1. The terms of this agreement and agreements (protocols, etc.) to it are confidential and not subject to disclosure.
5.2. The Parties take all necessary measures to ensure that their employees, agents, successors, without the prior consent of the other party, do not inform third parties about the details of this agreement and its annexes.
6. DISPUTES RESOLUTION
6.1. All disputes and disagreements that may arise between the parties on issues that have not been resolved in the text of this agreement will be resolved through negotiations.
6.2. If disputes are not resolved in the process of negotiations, disputes are resolved in the manner established by the current legislation of the Russian Federation.
7. TERMINATION
7.1. This agreement terminates:
- fulfillment by the Borrower of the obligation to repay the loan amount;
- by agreement of the parties;
- on other grounds provided for by the current legislation of the Russian Federation.
8. FINAL PROVISIONS
8.1. This agreement is considered concluded from the date of transfer by the Lender of the loan amount specified in clause 1.1 of this agreement to the Borrower.
8.3. Any changes and additions to this agreement are valid provided that they are made in writing and signed by duly authorized representatives of the parties.
8.4. All notices and communications under this agreement must be sent by the parties to each other in writing.
8.5. This agreement is made in two copies, having equal legal force, one copy for each of the parties.
9. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES
Lender
Borrower Jur. address: Postal address: TIN: KPP: Bank: Settlement/account: Corr./account: BIC:
