What documents are needed to conclude a supply agreement?

Why are constituent documents requested?

If you do not check the constituent documents, the consequences can be very unfavorable, for example:

• losses caused by non-fulfillment or improper fulfillment by the other party of its obligations;
• attracting the interest of the tax authorities (fines, on-site inspections, additional tax assessments, etc.);
• wasted time negotiating with an unreliable counterparty, resulting in lost profits.

It is worth determining what is needed to conclude an agreement in order to avoid negative consequences.

Results

Transportation costs occur in almost any business activity. Having all the necessary supporting documents is of great importance for both suppliers and buyers, as it allows them to reduce the cost of paying income taxes.

Sources:

• Tax Code of the Russian Federation
• Decree of the Government of the Russian Federation dated December 21, 2020 No. 2200
• Resolution of the State Statistics Committee of the Russian Federation dated November 28, 1997 No. 78

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General list of required papers

Each individual case requires an understanding of what needs to be checked in a supply agreement with a legal entity, individual entrepreneur or with a foreign company. Entrepreneurial practice has identified a general list of documents for a supply agreement:

• statutory;
• registration;
• tax;
• representative;
• permitting;
• lawful.

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For legal entities: the state of the company and the powers of the representative

When working with a legal entity, the counterparty must submit the following documents to conclude a supply agreement:

1. Constituent. Presented in the latest edition. The main attention should be paid to what constituent documents are needed to conclude an agreement; this depends on the organizational and legal form of the counterparty (special Federal Law for state corporations, constituent agreement for business partnerships, charter for all other legal entities). We check pages containing information about the name, location, founders (participants), sole executive body of the legal entity, its powers and election procedure.
2. Certificate of registration with the tax authority (TIN).
3. Extract from the Unified State Register of Legal Entities. We recommend checking that the statement was issued no later than 60–90 days before the transaction date.
4. A copy of the decision of the general meeting of members of the company or the collective management body to approve the transaction, if such approval is required by law or charter.
5. Power of attorney to carry out activities on behalf of the company (required if the signatory is not the director of the company indicated in the constituent documents). It is recommended to check the powers of the company representative under the power of attorney and its validity period; the power of attorney must clearly indicate which transactions the representative has the right to carry out. The power of attorney indicates the date of its issue and the expiration date of its validity. We take into account that without the expiration date of the power of attorney, such a period is 1 year, and without the date of issue such a power of attorney has no legal force.
6. Copies of licenses to carry out licensed activities, duly certified. Their submission is necessary if the specifics of the supply affect activities subject to state licensing.
7. Confirmation of the counterparty's right to the property transferred to the second party.

The checklist is suitable for both LLC and JSC, since the list of documents for concluding an agreement with LLC is the same.

Shipping documents from the supplier - what are they?

First of all, we need to understand how our legal event differs from the usual transfer of property, and therefore property rights. Why do we need an additional package, which may include transport and permitting papers.

The fact is that when transferring values, several more procedures take place. This is shipping and delivery. And they also must be recorded and confirmed. Otherwise, these processes will not be considered legitimate.

Let's look at what specific documentation may be required in various cases.

Financial

There are only two options here. The first is the invoice, one of the most important fundamental elements. The second is various invoices. In fact, these are commercial accounts. It is noteworthy that the receiving party does not need to figure out how to make shipping documents; the formation of these two types of papers is entirely within the competence of the sender, and often it is the seller. Only in rare cases, when a company uses outsourcing services, can a third party play this role.

Comaccount or “CI”

These types are necessary primarily to resolve issues with customs, as well as to identify the taxable part of inventory items. They also affect the accrual of accounts receivable.

The content in rare cases may differ in nuances, but there are mandatory points that are always indicated:

• Specific type of product.
• Quantitative factor.
• Condition (quality). The option is necessary to identify damage that theoretically occurs during transportation.
• Total quantity of the batch.
• The price equivalent of all inventory items, and in some cases, each individual unit, if necessary.
• Names of organizations, as well as actual addresses. Moreover, both the point of sending and receiving are taken into account.

Proforma invoice

Additional paper generated by the seller. It is not included in the general package of documents when shipping goods. Mainly because it does not have a strict unified form on the territory of the Russian Federation. This is a kind of preliminary list of goods with their conditional price. But this is an important point, because this cost is not final and official. It should be considered a preliminary calculation so that both parties understand what amounts are in principle being discussed, nothing more. But compliance with this form is generally accepted in world practice, so you should not ignore it.

Platforms and commercial accounts

This is another type of additional documentation. The first ones are only obligations, where the final cost is clearly stated. But in fact, they cannot be a requirement for payment. Accordingly, there is no need to allocate money for this expense item in the accounting department. But at the same time, the second type - commercial accounts - is already more official. It is to some extent legitimate, it is checked by the tax authorities, and subsequent reporting, including customs reporting, is formed on its basis.

Consular invoice

It is necessary purely for currency control, as well as to identify potential contributions to the state budget. This registration of a package of shipping documents will be necessary only if there are imported goods and materials crossing the state border. Moreover, simply receiving it in your hands will not be enough; it must pass inspection at the consulate of the country where the delivery is being made. Without it and the official stamp, the entire shipment will be considered not to have fully passed customs control. After all, the formation of the fee (duty) largely depends on this moment.

Shipping documentation

Here the set is often arbitrary. The parties to the transaction themselves determine what exactly it will be. Moreover, its main goal is to provide complete and voluminous information on the quantity, quality and type of valuables transported. He is responsible for the distribution of finances in favor of the carrier itself, the procedure and form of payment for its activities. Since this area is not entirely typical, there are usually no clear standards for format. Moreover, regardless of what documents are drawn up upon delivery of goods, everyone must arrive for shipment in full force. Even if some of them were not required by law, but the original agreement provided for them, then there are no other options.

Check packing list

This is a list of all goods and materials, but with an exact indication of their storage positions. That is, the location and number of packages of any shape. These are boxes, pallets, boxes, tanks and other options. It is also important to take into account the quality of packaging; it must be specified without fail. In addition, you need to remember that the paper does not have a clear standard form; accordingly, the sender, in whose competence this factor lies, forms his own version. And in most cases it does not coincide with what the buyer usually uses. But this does not matter much, because he is obliged to accept it in any form.

Again, when considering the question of what primary documents are needed when shipping goods to the buyer, the control packing list can be ignored. But although it will not be needed during a tax audit, it will be strictly necessary when passing through customs control. After all, it will confirm the very fact of the transfer of values ​​in the specified composition.

Consignment note

For reconciliation, TORG 12 is used, nothing unusual. With its help, you can conduct a complete check of the availability and volume of products.

Commodity transport

All information about the logistics company is entered here. This is the quantity of equipment used, its quality, type, affiliation, the total mileage of the intended or traveled route, the participants of the trip - this is the forwarder and the driver. It is important to know that such a version of accompanying papers will become necessary only if there is an intermediate participant in the transaction - a carrier. If the buyer picks up the goods and materials on his own and transports them, then the item should be skipped with a clear conscience. But now it is rare for anyone to do this, usually with adequate supply volumes - it is simply unprofitable and devoid of any logic.

Freight

T-waybill – issued for the entire cargo at once. But only in cases where delivery is carried out using one vehicle. For example, a truck. If several types of machines are used, then the paper will have to be compiled separately for each identified batch. The preparation of shipping documents of this type is entirely the responsibility of the shipper. But if otherwise provided for in the original agreement, then this task is handled by the other party. Alternatively, this is a logistics company or other organization, including outsourcing.

Through bill of lading

Paper necessary to confirm rights to the product and its availability, as well as assist in distribution. But it is used only in case of sea transportation. And this is not always the case, but only when transferring a shipment from one ship to another. It is at this moment that this type of documentation is verified. It will help you understand that this particular cargo is expected, as well as check the delivery of all its components, look at the availability of the necessary packaging, and so on. This is one of the key points when asking what documents are drawn up when delivering goods by shipping.

Mixed bill of lading

Similar to the previous type. But this particular variation involves not only transfer from one vessel to another, but also to land modes of transport. For example, part of the way the cargo passed by sea on a cargo ship, and then at the port it was picked up not by the buyer, but by the same (or even new) logistics company. And then he set off on the road in trucks. This is when a mixed bill of lading will be needed.

International waybill

Used for land border crossings. And absolutely any state. Therefore, it becomes clear that the form is completely universal. It contains data that is easily understood by the customs authorities of any country. And CMR becomes the most important element of the entire package in this case. After all, no matter how correctly the rest of the set of documents was drawn up when shipping goods from the warehouse, in the absence of an international consignment note, the entire cargo will simply be arrested at the border.

For a counterparty - a foreign company: specifics of verification

A specific feature of working with foreign companies is checking information from foreign sources.

Therefore, in order to conclude a contract, they must provide the following documents for verification:

1. On registration of a company or individual entrepreneur on the territory of the relevant foreign state.
2. Verification of the right of the person signing the paper to conclude a transaction.
3. Certified translation of all submitted papers.

For better verification, we repeat the list of statutory documents for concluding agreements with legal entities.

Apart from these additions, the verification is identical to the verification of a domestic counterparty.

Design features

Supplier shipping documents are documents for the shipment of goods from the warehouse, respectively. The information provided is used to confirm supply transactions, services provided and when transferring ownership rights. They must be prepared in several copies. At least for the sender, recipient and driver. You will also need a copy for the shipping company (if involved).

Who is involved in the generation of the documentation discussed above? This is the seller or transport company that works with the former under a contract of carriage. The fixed date corresponds to the day of shipment (clause 3 of article 9 of Law No. 402-FZ). Invoices are issued at the time of return of goods and materials to the customer or carrier organization. The date in the UPD and in the T-waybill is not entered earlier than the one registered in the TT-waybills. If these conditions are not met, the regulatory authorities will consider the procedure fictitious. Therefore, the buyer cannot deduct VAT. All data in them must also match.

Since there is a high risk of product loss and damage due to theft, shaking and weather changes, the person responsible for this should be determined in advance. Registration and issuance of a package of primary documents for the shipment of goods at the time of transfer to the buyer is necessary as proof of the transaction. All important points and nuances must be documented, including so that there is someone to demand compensation for losses from.

Additional check: minimizing all possible risks

The provision of additional information by the counterparty will allow you to avoid unlikely, but extremely unpleasant consequences and simplify the pre-contractual verification. This includes the documents necessary to conclude an agreement with the LLC, which are available upon request:

• a free-form certificate listing basic data (name, contact details, registration and location address, bank details and information about the director, chief accountant, representative);
• information about the owners of the legal entity, its beneficiaries and interested parties;
• confirmation of the authenticity of the signature of the person signing the papers and the director (in such cases, present a copy of the bank card with the signature on the back side).

Primary documentation in accounting: what is it?

As you already know, the reason for drawing up the primary document is the events that happen in the enterprise.
However, not all events need to be classified as those that require the execution of a primary document. For example: in the office they moved a huge copier from one corner to another. Event? Event. But we do not need to draw up any primary document. Then what criteria should be used to select events for drawing up a primary document? Let's figure it out. To do this, we will rely on our knowledge.

To find an answer to our question, I propose to remember what two maximum generalizations of all enterprise information we know? What two types of information is divided into in accounting? Do you remember? These are “Active” and “Passive”. Remember, “Asset” is the “Property” of the enterprise, and “Liability” is the “Liabilities/Debts” of our enterprise.

Let's go back to the copier. What will it be “Asset” or “Liability”, i.e. “Property” or “Obligation/Debt”? Agree that the photocopier is the “Property” of the company. Did moving the photocopier from corner to corner somehow change this “Property”, change the information about it? Has the copier cost less or more? Did he disappear or suddenly there were two of them? No. Hence, there is no need to draw up a primary document, since the “Property” itself has not changed either in quality or quantity.

How then could the copier change the information so that it would be necessary to issue the primary document? To begin with, it could break down beyond repair, i.e. His next location is junk. Those. he would no longer be registered at the enterprise, since he does not bring any benefit. The Xerox would have been written off. Here is the name of the event (write-off), which must be recorded in the primary document.

So, any event that changes information about “property” or “liabilities/debts”, which requires the execution of a “Primary Document” with the creation of a “Posting” for accounting accounts.