Tripartite set-off agreement. How to arrange a mutual settlement between organizations

When interacting with each other, organizations can act as suppliers and contractors, as well as buyers and customers. At the same time, they have receivables and payables. They can be repaid by mutual transfer of funds to the accounts of firms, or by offsetting mutual claims in accordance with the Civil Code of the Russian Federation. The latter is a more convenient and expedient way, especially when there is a lack of free cash.

The termination of the claim occurs by offsetting, at the request of one of the parties, a counter obligation with a due date, or for which it has not been established, or at the request of the creditor.

Also, in exceptional cases, it is allowed to read out the requirements, the deadline for which is expected in the future.

Termination of obligations may be complete or partial. In this case, the amount of the offset is determined based on the smallest debt with a similar size of the part of the counter obligation. That is, the second party has a part of the outstanding amount.

There are cases in which it is not possible to carry out an offset. These are claims related to enforcement cases for alimony, compensation for harm to health and life, life support, as well as obligations for which the limitation period has expired and others.

Set-offs between organizations cannot be carried out if bankruptcy proceedings have been initiated in relation to one of them. Here, the satisfaction of claims must occur in the order of the creditors.

Repayable obligations must be homogeneous. It is impossible to set off debt denominated in rubles with a requirement that, for example, provides for the provision of a service.

The offset of mutual claims is formalized by an act, which is drawn up in a free form with the inclusion of mandatory details.

Before repaying mutual claims, one party must write an official offset letter and send reconciliation acts to confirm existing debts. The letter should contain not only a proposal for set-off, but also provide for the main points of the future act, such as, for example, the date and amount. Also, firms can enter into a netting agreement.

After the reconciliation, either party can begin to draw up an act of offsetting mutual claims, which is drawn up one for each company.

An example of filling out an act of offset

A kt offsetting mutual claims contains the name of the place of its compilation and the date. Then the preamble of the document is drawn up, including the names (full or abbreviated) of the parties to mutual settlements, indicating their representatives and the grounds on which they act.

The document discusses the basis and amount of the offset. As a rule, a reference to the Civil Code of the Russian Federation is indicated here, and the amount of repaid mutual obligations is determined.

Next, it is necessary to consider the relationship of the parties with a detailed description of the documents that are the basis for the emergence of obligations. It indicates information about the concluded contracts, accounting documents reflecting the occurrence of debts, with a breakdown of the amounts.
If necessary, this document determines the methods and periods of repayment of the remaining debt.

The act indicates the number of copies drawn up, as well as the date from which it enters into force. It may differ from the date of compilation. This is especially important for organizations that use the method of determining income by payment, since then the act determines the moment the amount is included in the taxable base.

The document must include the address, TIN, bank details of the parties.

It is signed by the heads of firms or persons authorized to do so, and certified by the seals of organizations.

Nuances

Since 2015, organizations that are on OSNO do not need to transfer VAT amounts on existing debts before making mutual settlements.

At the termination of mutual claims, however, it is desirable to allocate this tax. This is especially true for organizations that use different VAT rates, or if one company is a VAT payer and the other is not.

More than two enterprises can participate in the mutual repayment of obligations, the main thing is that there is a chain of interrelated debts.

For example, a tripartite act of offsetting mutual claims can be signed if the first firm owes the second, the second - the third, and the third - the first.

In accordance with the Civil Code of the Russian Federation, mutual settlements can be carried out at the request of one of the parties, which must contain information that mutual obligations are being repaid, indicating the amount and date. In this case, the drafting of the act is not required.

Settlement act between organizations sample

Netting act template:

The article will help to correctly conduct and formalize the offset of mutual requirements. One of the methods of settlement between organizations is the offset of mutual claims ().

Terms of the settlement agreement

Unilateral offset is possible under the simultaneous fulfillment of three conditions:

1. organizations that intend to carry out netting must have counterclaims to each other. This means that at least two different agreements are concluded between them, in one of which the organization is a debtor, and in the other - a creditor.
2. the counterclaims of the organizations must be homogeneous.
3. set-off is possible if the due date for the fulfillment of a counter homogeneous claim: has already arrived; was not specified in the contract; was determined by the moment of demand.

To set off, a statement by one of the parties is sufficient.

If the requirements are heterogeneous or the deadline for fulfilling at least one of the obligations has not yet come, the set-off can be made only by agreement of the parties.

What counterclaims are recognized as homogeneous for offsetting

Liabilities are recognized as homogeneous if they involve the same method of repayment and are denominated in the same currency. The condition that offsetting is possible in relation to homogeneous counterclaims is contained in Article 410 of the Civil Code of the Russian Federation. However, concept of "homogeneous requirement" not defined by civil law.

Paragraph 7 of the annex to the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated December 29, 2001 No. 65 states that the legislation does not insist that the requirement for set-off follow from the same obligation or from obligations of the same type. It follows from this that it is possible to recognize as homogeneous obligations that are associated with the execution of different contracts, but involving the same method of their repayment. For example, if contracts of sale and work concluded between the same organizations initially assumed a monetary form of settlement, then, subject to other conditions, these organizations have the right to offset mutual claims. That is, the obligations of the buyer to pay for the goods delivered to him can be set off against the fulfillment of the obligations of the customer to pay for the work performed for him.

Monetary claims, one of which is expressed in rubles, and the other in foreign currency, are not recognized as homogeneous. This is due to the fact that foreign and Russian currency are independent types of property (Articles 140, 141 of the Civil Code of the Russian Federation). A similar conclusion was reached by the court in the decision of the Federal Antimonopoly Service of the North Caucasus District dated December 1, 1999 No. Ф08-2593 / 99. Therefore, it is impossible to carry out mutual offset under such agreements.

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Prohibition on offsetting

Offset of mutual claims is not allowed for obligations:

• for which the limitation period has expired;
• related to compensation for harm caused to life or health;
• associated with the recovery of alimony;
• associated with the life maintenance of citizens.

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The act of reconciliation of mutual settlements between counterparties

An act of reconciliation of settlements is needed to offset mutual claims with a counterparty. Before that, draw up an act of reconciliation of mutual settlements with a breakdown for each concluded agreement (if there were several agreements). This will determine the exact amount of debt that can be offset. Draw up an act in the context of contracts concluded with the counterparty. This will determine the exact amount of debt that can be offset.

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Application for set-off of mutual claims

If the organization has a counter receivable or creditor and you decide to set off mutual obligations unilaterally. To do this, it is enough to send a statement of offset to the counterparty. Offset of mutual homogeneous claims can be made unilaterally without the consent of the counterparty (). An offset can be carried out without a reconciliation act, but the presence of the latter eliminates the risk of challenging the offset.

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How to reflect in taxation the offset of mutual claims under a special regime: USN, UTII

The procedure for calculating taxes when offsetting depends on the taxation system that the organization applies. Below we will consider the option of using special modes of the USN and UTII by the company.

USN - simplified

As a rule, with a multilateral offset, an agreement is concluded on mutual settlements. Such an agreement is not a unified accounting document, so it can be drawn up in any form in compliance with the requirements that apply to primary accounting documents.

When conducting a multilateral offset, follow the rules for offsetting counterclaims:

• set-off can be carried out only if each of the parties to the set-off has reached the deadline for fulfilling the obligation;
• in case of unequal debts, the offset is carried out for the amount of the smallest of them;
• the set-off agreement must contain information reflecting the circumstances of the set-off.

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An example of the reflection in accounting of offsets between three organizations. Organizations apply the general system of taxation

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On January 12, OOO Torgovaya Firma Germes shipped ZAO Alfa goods worth 100,000 rubles. (including VAT - 15,254 rubles). Under the terms of the contract, Alfa must pay for the delivered goods on January 15.

On January 13, Alfa shipped materials to the amount of 120,000 rubles to OAO Production Company Master. (including VAT - 18,305 rubles). According to the terms of the contract, the “Master” must pay for the materials on January 16.

On January 15, "Master" performed work for "Hermes" under a contract. The cost of work is 90,000 rubles. (including VAT - 13,729 rubles). According to the terms of the contract, Hermes must pay for the work on January 16.

As of February 1, none of the listed obligations to pay for goods, materials and work performed has not been fulfilled. Thus, Hermes is simultaneously the creditor of Alpha and the debtor of Master. At the same time, "Master" is the debtor of "Alpha" and the creditor of "Hermes", and "Alpha" is the debtor of "Hermes" and the creditor of "Master".

The parties agreed to carry out mutual settlements and drew up an appropriate agreement.

Organizations carry out a set-off for the amount of the smallest debt, the amount of which is 90,000 rubles. (including VAT - 13,729 rubles). Operations related to the emergence and repayment of mutual obligations are reflected in the accounting of organizations as follows.

The following entries were made in the Hermes accounting.

Debit 62 subaccount "Settlements with CJSC Alfa" Credit 90-1
- 100,000 rubles. - reflected the proceeds from the sale of goods;

- 15,254 rubles. - VAT is charged on proceeds from the sale of goods.

Debit 26 Credit 60 sub-account “Settlements with OAO Production Company Master”
- 76,271 rubles. - reflects the cost of work performed by the contractor;

Debit 19 Credit 60 sub-account “Settlements with OAO Production Company Master”
- 13,729 rubles. - reflects the "input" VAT on the work performed;

- 13,729 rubles. - accepted for deduction of "input" VAT on the work performed.

Debit 60 subaccount “Settlements with OAO Production Company Master” Credit 62 subaccount “Settlements with ZAO Alfa”

- outstanding receivables of Alfa amounted to 10,000 rubles. (including VAT - 1525 rubles);
- accounts payable to the "Master" repaid in full.

The rest of the debt "Alfa" transferred "Hermes" to the current account.

Debit 51 Credit 62 “Settlements with Alfa CJSC” - 10,000 rubles. - received payment for shipped goods.

The following entries were made in Alpha's accounting.

Debit 41 Credit 60 sub-account “Settlements with OOO Trading Firm Germes”
- 84,746 rubles. - the purchased goods are credited;

Debit 19 Credit 60 sub-account “Settlements with OOO Trading Firm Germes”
- 15,254 rubles. - reflected "input" VAT on purchased goods;

Debit 68 subaccount "VAT settlements" Credit 19
- 15,254 rubles. - accepted for deduction of "input" VAT on purchased goods.

Debit 62 sub-account “Settlements with OAO Production Company Master” Credit 90-1
- 120,000 rubles. - reflected the proceeds from the sale of materials;

Debit 90-3 Credit 68 sub-account "VAT calculations"
- 18 305 rubles. - VAT is charged on proceeds from the sale of materials.

Debit 60 sub-account “Settlements with LLC Trading Company Germes” Credit 62 sub-account “Settlements with JSC Production Company Master”
- 90,000 rubles. - reflects the repayment of receivables and payables on the basis of an agreement on mutual settlements.

After the reconciliation:

Accounts payable to Hermes amounted to 10,000 rubles. (including VAT - 1525 rubles);
the accounts receivable of the "Master" amounted to 30,000 rubles. (including VAT - 4576 rubles).

The rest of the debts of the parties repaid each other in cash:

Debit 60 sub-account “Settlements with OOO Trading Firm Germes” Credit 51
- 10,000 rubles. - the balance of the debt for the purchased goods is transferred;

Debit 51 Credit 62 sub-account “Settlements with OAO Production Company Master”
- 30,000 rubles. - received payment for shipped materials.

The following postings were made in the accounting of the "Master".

Debit 10 Credit 60 sub-account "Settlements with ZAO Alfa"
- 101,695 rubles. - the purchased materials are credited;

Debit 19 Credit 60 sub-account "Settlements with ZAO Alfa"
- 18 305 rubles. - reflected "input" VAT on purchased materials;

Debit 68 subaccount "VAT settlements" Credit 19
- 18 305 rubles. - accepted for deduction of "input" VAT on purchased materials.

Debit 62 sub-account “Settlements with OOO Trading Firm Germes” Credit 90-1
- 90,000 rubles. - reflects the proceeds from the sale of work performed;

Debit 90-3 Credit 68 sub-account "VAT calculations"
- 13,729 rubles. - VAT is charged on proceeds from the sale of work performed.

Debit 60 subaccount “Settlements with CJSC Alfa” Credit 62 subaccount “Settlements with OOO Trading Firm Germes”
- 90,000 rubles. - reflects the repayment of receivables and payables on the basis of an agreement on mutual settlements.

After the reconciliation:

receivables of "Hermes" repaid in full;

accounts payable to Alpha amounted to 30,000 rubles. (including VAT - 4576 rubles).

The balance of the debt "Master" transferred to the settlement account of "Alpha":

Debit 62 subaccount "Settlements with CJSC Alfa" Credit 51
- 30,000 rubles. - the balance of the debt for the purchased materials is transferred.

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QUESTIONS on the topic "SET-OFF OF MUTUAL REQUIREMENTS, SET-OFF"

Ask a question, discuss offsetting issues.

According to accounting requirements, each operation carried out by an enterprise must have documentary evidence (clause 1, article 9 of Law No. 402-FZ of December 6, 2011). For the procedure of mutual offset of debts between organizations, you can use the application of one of the participants in the transaction (Article 410 of the Civil Code of the Russian Federation) or draw up an act of mutual offset between organizations, the sample of which is not legally approved.

The absence of a form in the list of unified forms allows enterprises to independently develop its form, structure and content. To give legal force to the document, key details are entered into it and the signatures of the managers are affixed. Each of the parties signing the act of offset must have its own copy of the original document. The form of the act is classified as a group of primary documentation and must comply with the requirements for this type of forms (the norm is confirmed by the decision of the Federal Antimonopoly Service for the North-Western District No. A05-12882 / 2006-25 dated May 21, 2007).

The act of offsetting mutual claims: sample 2017 and requirements for it

The correct execution of the act is possible provided that the document contains the names of the companies that participate in the transaction, the names of the heads of the organizations are given, the provisions of the document are confirmed by the signatures of the directors on both sides. The act of offsetting mutual claims is drawn up in writing. It is necessary to describe in detail the subject of the agreements - the reasons for the occurrence of debts to each other, their size, information that identifies the requirements as homogeneous, the timing of the entry into force of the document.

In order to avoid disputes with counterparties or regulatory authorities, it is necessary to indicate not only the current amount of debts, but also what part of them should be considered repaid as a result of the transaction. The act of offsetting mutual claims, a sample of which you can develop yourself, has no restrictions on the number of details and the amount of information in the descriptive part of the document. In order to justify the correctness of the offsetting operation, it is recommended to put down all amounts with VAT decoding in their composition before the regulatory authorities.

The act of netting between organizations can be drawn up by two or three counterparties. If there are two parties involved, then the document is drawn up in 2 copies, if three companies act as participants in the transaction, then the number of copies of signed forms increases to 3. The acts must contain the following mandatory elements of primary documentation:

• form name;
• the date of the transaction;
• place of compilation (in which city the document was drawn up, agreed and signed);
• the act of offsetting counter homogeneous claims, its sample, must contain information about the meters of the operation - the currency of the transaction for offsetting funds;
• justification of the reasons for drawing up the act - the presence of debts under contractual relations, details of agreements, unpaid invoices, outstanding acts of work and services performed;
• an act of offset, an example of its preparation, must have in the text a monetary expression of obligations from both parties, which are subject to offset;
• indication of the transaction amount - the amount of debt that can be repaid on the current date, if the amount of debts of one of the parties is higher than this value, the document displays the outstanding balance that the debtor company will pay through the cash desk or by bank transfer;
• a sample act of offset between two organizations contains information on the timing of operations to implement the provisions of the document;
• listing responsible persons for the correctness and observance of the terms of the transaction;
• signatures of the heads of the companies participating in the netting.

The act of offsetting mutual claims of legal entities is supplemented by copies of the documents indicated in it as a justification for the occurrence of mutual debts.

Settlement act: sample filling

The structure of the act is represented by the following blocks:

1. "Header" of the document indicating the names of the form and the organizations that are parties to the transaction, the place and date of the form.
2. List of participants in the operation. In this part, a sample act of offsetting mutual claims of legal entities provides basic information about the parties signing the document. It would be appropriate to indicate the organizational and legal form of each enterprise, positions and full names of the managers who have the right to sign.
3. Details of the Charter, powers of attorney or other type of document, on the basis of which the director performs his functions, are given. The rule applies to all parties to the transaction.
4. Section of identification of the subject of the transaction. The offsetting form between organizations must contain information about the exact amounts of debts, the reasons for their occurrence and documentary evidence. Amounts are indicated in numerical format and in words.
5. The amount of netting is fixed - it can be partial or full. If the act of offsetting counterclaims is drawn up for a part of the debt, then the withdrawn balance of obligations is reflected in a numerical value and written in words, the deadline for the final repayment of the debt is set.
6. Graphs with signatures.

The form of the act of offset (you can download a sample below), involves indicating the date of preparation of the document and the date the provisions of the document begin to operate. If the deadline has not been set, then the obligations are considered repaid on the day the act is signed.

Often, mutual debts arise between organizations. You can pay off these debts by transferring money to each other, but there is an easier way - to issue act of offsetting mutual claims through which mutual debt can be repaid without excess cash flow.

The act of offsetting mutual claims between organizations allows you to eliminate mutual debts as soon as possible. At the bottom of the article, as an example, we suggest downloading the form of the act of offsetting mutual claims between organizations.

When drawing up an act of offset, two important points must be taken into account: only cash debts can be repaid, and these debts should not be associated with the recovery of alimony and damages. Also, the debt should not have a statute of limitations.

The act of offsetting mutual claims between organizations (sample)

If the debt of two organizations is repaid, then two copies of the act must be issued. The form must indicate the date of its issuance, the name of the settlement. The following are the details of each of the organizations - the name, details of the head.

Sometimes counterparties have a question about carrying out offset transactions. For example, if two legal entities have entered into agreements with each other (for example, agreements for the provision of legal services), in accordance with which they are required to perform certain actions, in relation to each other, then counter obligations can be set off.

In accordance with Article 410 of the Civil Code of the Russian Federation, obligations may be terminated either in full or in part, taking into account a homogeneous counter claim, the time period for which has either already come, or its period is not specified or determined by the date of demand. To set off, a statement from one of the counterparties under the contracts is required. If the other party agrees, then an act of offsetting claims is drawn up.

Cases where set-off of claims is not possible in accordance with the law

1. If, at the request of one person, the claim is subject to the limitation period and this period has expired.

2. In case of compensation for harm caused to personal health or life of an individual.

3. When collecting alimony.

4. Life maintenance, etc.

If this does not contradict the agreements existing between the parties, then, in the event of an assignment of the right to claim, the debtor has the right to set off his counterclaim against the original creditor against the claim of the new creditor. This set-off is made if the claim arose on the grounds that existed at the time the debtor received the notification of the assignment of the right to claim, and the time period for the claim came before it was received, or this period is not indicated or is indicated by the time of claim.

Must be observed when drawing up the act

Firstly, obligations should only be between the parties under the contracts in question, if the claim is presented by a third party that is not involved in these transactions (is not a party to the contracts under which offsets are made), then drawing up this act is impossible.

Secondly, only homogeneous claims should be indicated in the act, for example, monetary claims and claims of a non-material nature are not subject to offset, since in this case the claims will be of a counter nature, which means they cannot be set off in the act.

Third, the parties have the right to make the necessary mutual offset only of those obligations (claims), the calendar deadline for which has already come in accordance with the contracts under study. Such a period must be specified in the contracts, otherwise the debt obligation of one party is recognized as arising from the moment when the other party fulfilled its obligation under the contract. In this case, the deadline for fulfillment of obligations must pass.

It must be remembered that in accordance with the legislation of our country, it is allowed to offset both the full mutual obligations of the parties, and their partial repayment. In this situation, the act shall indicate the smallest amount of claims of one of the parties and a similar amount of claims of the other party.

Below is a sample of such an act, you can download it for free or use similar documents (for example: documents) posted on our website "Agreements to Everyone". If you need our help, we are ready to prepare an act for your personal situation.

Offsetting act

LLC "New Technologies" represented by the authorized representative of Kuydev Farid Abdulkhayumovich, acting on the basis of power of attorney No. VAN / 28574-34 dated November 17, 2013, hereinafter referred to as "Party 1", on the one hand and LLC "Plasma Welding" represented by the representative of Mamin -Sedoy Sergey Stepanovich, acting on the basis of power of attorney No. 2376-38674-MSSS dated November 17, 2013, hereinafter referred to as "Party 2", on the other hand, drew up this act (hereinafter referred to as the "Act") as follows:

1. Under the service agreement dated March 20, 2013 No. 3496829-LRPO.

2. Under the service agreement dated April 01, 2013 No. 3968576-TRPA.

3. The parties agreed to offset the above agreements in the amount of 1,495,832.01 (one million four hundred ninety-five thousand eight hundred thirty-two) rubles 01 kopecks. The uncredited amount in the amount of 39586.07 (thirty nine thousand five hundred and eighty six) rubles 07 kopecks shall be transferred by Party 1 to the settlement account of Party 2 within five banking days from the date of signing this Act.

etc...

The entire form of the act of offsetting is in the attached file.