How to properly return a loan to the founder from a current account?

Can a founder lend to his company?

The company and its founder, if necessary, can act as parties to a loan agreement - a mutual agreement on the transfer of funds or other property to the borrower from the lender into ownership.
Find out more about borrowed funds by following the link.

Borrowing relationships with the founder allow the company to urgently receive money or other items at the lowest cost:

• for carrying out current business activities;
• expansion of the material base;
• introduction of new technologies;
• for other purposes (for making a deposit for participation in a tender, paying off debts, etc.).

There are no special regulatory restrictions in relation to the company (borrower) and the founder (lender). Therefore, the founder can lend his company:

• money or any other property that has common generic characteristics (model, color, variety, etc.) - clause 1 of Art. 807 Civil Code of the Russian Federation;
• borrowed funds in any amount and for any period;
• with or without interest.

You can view and download a sample interest-free loan agreement between the founder and the organization in ConsultantPlus. Trial access to the system is provided free of charge.

The borrowing company can borrow from the founder:

• regardless of the size of its share in the authorized capital;
• for specific purposes (targeted loan) or without specifying the purpose of the loan;
• subject to the obligation to return the borrowed funds received and to formalize the loan agreement in writing (Article 808 of the Civil Code of the Russian Federation).

ConsultantPlus has tax specialists’ answers to various questions from taxpayers. For example, Advisor to the State Civil Service of the Russian Federation, 1st class A.A. Batarin explained:

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What is important to consider when repaying a debt

The founder can issue money for the needs of his company with or without interest.
In any case, it is necessary to draw up and sign a loan agreement. Since one of the parties is a legal entity, then according to Art. 808 of the Civil Code of the Russian Federation, it must be concluded in writing.

The loan is repaid within the period specified in the agreement with or without interest, as specified in the agreement.

Important! The loan agreement is considered concluded not from the moment it is signed, but from the moment the funds are transferred. The same applies to loan repayment - obligations under the agreement terminate when the borrower returns the money to the lender.

The loan can be issued in both rubles and foreign currency. However, repaying a loan to a non-resident founder in foreign currency can cause many problems for the chief accountant.

A foreign currency loan must be repaid in rubles at the exchange rate of the Central Bank of the Russian Federation on the day of repayment. Interest is also expressed in foreign currency, but is accepted for accounting in rubles.

If the founder issues a loan with interest, then their amount and payment procedure must be specified in the agreement. If the amount of interest is not specified in the agreement, then it is considered “by default” to be equal to the refinancing rate of the Central Bank of the Russian Federation on the day the interest is paid.

If the agreement does not specify the payment procedure, the borrower must pay them monthly throughout the entire term of the agreement.

In the case where the lender is both the founder and director of the borrower company, the agreement must be drawn up in the same way as with any other borrower.

Only the director will need to sign twice - the first time as the lender, and the second time as the director of the borrower.

The lender can also issue a targeted loan, for example, for the purchase of equipment. At the same time, other founders must ensure that the borrower spends the money specifically for these purposes.

The loan is repaid with or without interest within the period specified in the agreement. If this period is not specified, then the loan must be repaid within 30 days after the borrower receives the repayment notice.

The notice must be in writing and signed by the lender.

The founder can issue both short-term and long-term loans. A short-term loan is a loan for a period of up to 12 months, respectively, a long-term loan is for a period of more than a year.

Loan agreement with the founder: how to protect yourself from mistakes?

The return of money under the loan agreement is one of the final stages of the borrowing relationship. It is preceded by such important procedures as:

• agreeing on the terms of the loan;
• drawing up a loan agreement;
• transfer of borrowed funds from the founder to the company and preparation of a supporting document (transfer and acceptance certificate, receipt, etc.);
• reflection in accounting of operations to obtain borrowed funds.

If mistakes are made in these steps, problems may arise at the loan repayment stage. Therefore, check in advance:

• whether the property transferred under the loan agreement has individual characteristics (for example, a car with a title and identification number cannot be the subject of a loan);
• currency of the monetary obligation - according to Art. 317 of the Civil Code of the Russian Federation, such an obligation must be expressed in rubles (foreign currency may appear in the loan agreement, but only as an equivalent at the rate of the Central Bank of the Russian Federation);
• whether the loan agreement provides for all its essential (subject of the loan and its repayment) and additional (repayment period, interest-free condition, etc.) conditions.

IMPORTANT! If the loan agreement does not contain provisions on interest or the absence thereof, the loan is considered interest-bearing. Interest is calculated based on the refinancing rate (clause 1 of Article 809 of the Civil Code of the Russian Federation). The contract also cannot stipulate that the loan is irrevocable. According to paragraph 1 of Art. 807 of the Civil Code of the Russian Federation, the lender is a priori obliged to repay the loan to the lender.

Find out what conditions are necessarily included in the purchase and sale agreement for an apartment from the material “Essential terms of the purchase and sale agreement under the Civil Code of the Russian Federation.”

If the debt has interest

As already mentioned, the methods and procedure for repaying an interest-bearing loan must be specified in the contract. It would be better if, as an appendix to the interest-bearing loan agreement, there is a schedule or order of payments for repaying the loan to the founder.

The parties can agree among themselves and stipulate in the contract that the entire debt with interest will be returned to the lender within the period specified in the contract.

The parties may indicate in the agreement that interest on the loan will be paid monthly or quarterly. All these conditions must be reflected in the contract.

If the parties did not indicate in the agreement the procedure for paying interest, then, according to clause 2 of Art. 809 of the Civil Code of the Russian Federation, interest will be paid by the borrower monthly until the expiration of the contract.

The contract must also indicate the amount of interest. For example, 10% per annum of the principal amount.

If there is no such indication, then, according to paragraph 1 of Art. 809 of the Civil Code of the Russian Federation, the loan is considered issued at the interest rates that are established by the refinancing rate of the Central Bank of the Russian Federation on the day of repayment of the debt at the place of residence of the lender.

The interest that the lender receives is his income. And if he does not pay income tax on the amount of the loan itself, then he, as an individual, must pay income tax on the amount of interest paid to him.

In turn, the interest paid by the borrower is an expense that reduces the income tax base. The amount of principal is not such an expense, but the amount of interest paid is.

Where you can find a loan from a private investor without prepayment is described in the article: urgent private loan without prepayment. The classification of municipal loans is presented on the page.

Loan repayment: what to consider first?

Before deciding whether to return the interest-free loan to the founder on the card, you need to check:

• the founder-lender has no debt to contribute a share to the authorized capital - if the founder has not contributed his “authorized” share in a timely manner or has not transferred it to the company in full, the borrowed funds received will be used to pay off such debt, and there will be nothing to return to his card;
• the presence in the loan agreement of a condition allowing the use of a method of returning borrowed money to the founder’s card;
• compare the types of borrowed funds received by the company from the founder and the funds returned by it under the loan agreement.

If you received a batch of building materials under a loan agreement, then there can be no question of any return to the loan card in cash. Borrowing relationships presuppose a single rule: “what you borrow, return it” (Clause 1, Article 807 of the Civil Code of the Russian Federation).

Thus, having ensured against mistakes at the stage of agreeing on the terms of the loan agreement and having made sure that the loan can be repaid in money to the card of the founder-lender, you can proceed directly to the procedure for returning the borrowed funds (see below).

What taxes are subject to the transaction?

As a rule, the attraction and subsequent repayment of an interest-free loan in cash is not accompanied by any tax consequences for the shareholder-lender and the borrower company.

Tax consequences arise when we are talking about the repayment of interest accrued on an interest-bearing loan provided by the founder-creditor to a business company.

If the shareholder-lender is an individual, the interest paid to him is considered income subject to personal income tax (standard rate - 13%).

If the shareholder-lender is a legal entity, the interest that he receives is considered income, increasing the tax base of his profit. For the borrowing company, the interest paid is considered an expense that reduces the tax base of its profit.

Returning an interest-free loan to the founder: which method to choose?

A company can only have 2 legal “cash pockets”, from which it can transfer to the founder the funds borrowed from him:

• from a current account;
• from the cash register.

To transfer to the founder's card from a current account you will need:

• a description in the loan agreement (or in an additional agreement to it) of a similar method of debt repayment;
• indicating in it detailed bank details for transferring money to the card.

Note! When repaying a loan to the founder - an individual, there is no need to run a cash register check with the “expense” sign.

If a company does not have money in its current account, but it does have it in the cash register, it is important to consider the following:

• you cannot issue money from the cash register to repay a loan from proceeds (clause 4 of the Bank of Russia Instruction on the procedure for conducting cash transactions No. 3210-U dated March 11, 2014, Decision of the Moscow City Court dated December 14, 2012 in case No. 7-2207/2012);
• funds from the cash desk are deposited into the current account, and then a transfer is made to the founder on the card with a note in the purpose of payment “Return of funds under the loan agreement dated __ No. __”).

Do not neglect cash restrictions, otherwise you may suffer financially - according to Art. 15.1 of the Code of Administrative Offenses of the Russian Federation, the fine for this type of cash violations is up to 50,000 rubles.

What “cash” requirements are dangerous to ignore are stated in the material “Procedure for conducting cash transactions.”

How to return a debt to an LLC participant?

If a company borrowed certain funds from its founder for a specific period, repayment of such debt is carried out according to the following rules:

1. The debt must be repaid in full within the established time frame (according to the loan agreement). If the deadline for repayment of the monetary debt is not clearly indicated in the relevant agreement, the loan provided (received) will be considered perpetual. While a loan with an indefinite repayment period is in force, the founder has the right at any time to demand that the borrowing company repay it in full within one month.
2. If the founder, the lender, provided the borrower with funds in foreign currency, the corresponding debt is repaid in domestic rubles. The actual refund amount is determined on the maturity date in accordance with the current exchange rate.
3. The receipt and repayment of a loan issued by a shareholder is properly recorded in the accounting records of the borrower company. If funds are raised by a business company for a period not exceeding 12 (twelve) months, it is considered short-term and is reflected in accounting under account 66. If funds are raised by the borrowing company for a period exceeding 12 (twelve) months, then it is long-term and is recorded in accounting under account 67.
4. If a monetary loan agreement concluded between the founder, the lender, and the borrower company, provides for the payment of interest for the use of funds received, the amount of the corresponding overpayment - the amount of accrued interest - is recorded in accounting on account 66 (67) as the difference on the borrowed loan.
5. Relations are formalized by an appropriate agreement drawn up in accordance with the norms of current legislation that protects the rights and regulates the obligations of the parties. The key legal act in this case is the Civil Code of the Russian Federation (CC).

Important repayment features

If the completion and signing of the loan agreement has not yet taken place, its parties have the right to modify and agree on the parameters of this document.

When the founder, the lender, has actually transferred the borrowed funds to the business company acting as the borrower, the signed loan agreement becomes valid, and its conditions agreed upon before signing are no longer subject to change.

If the founder provided his ] interest-free loan[/anchor] (the agreement specifies a rate equal to 0%), the issued funds are returned to him without interest within the appointed time frame.

If the loan is provided on the terms of payment of interest for the use of money, this parameter is clearly stated in the loan agreement indicating the specific interest rate charged on the amount of funds issued/received.

In addition, the interest-bearing loan agreement should establish a specific procedure for paying accrued interest - this can be a lump sum payment of the entire amount at once (for example, at the end of the repayment period) or, alternatively, monthly payments according to an approved schedule.

An important nuance is that if the interest-free loan agreement does not clearly indicate the fact that the funds are provided to the borrower at a rate of 0%, such a loan will be considered interest-bearing, and the accrued interest rate will correspond to the Central Bank interest rate applicable on the date of registration of the contractual relationship.

If the parties initially agree on an interest-bearing loan, they independently agree on the rate of accrued interest and the procedure for its payment, and the results of these agreements are reflected in the concluded agreement.

As for the scheme for calculating/paying interest on a loan provided by the founder to a business company, the following options are allowed in this aspect:

1. Calculation of interest on the actual balance of the debt. This scheme is usually practiced for typical bank loans. It involves monthly payment of interest in equal installments as part of the total payment, which includes the return of the principal amount and repayment of interest.
2. A fixed interest rate in the form of a fixed amount. This amount can be determined as a percentage of the size of the loan provided (for example, 15%). It can be paid monthly (in equal parts) or at the end of the established period (in full).

If the loan agreement does not clearly stipulate the repayment scheme for interest accruals, the default procedure provides for monthly payments (in accordance with paragraph two of Article 809 of the Civil Code).

The shareholder-lender has the right to demand that the accrued interest be repaid monthly.

How to correctly repay an interest-free loan?

If the borrowing company repays the debt to its founder, this procedure does not require the execution of separate papers.

The procedure for such repayment is regulated by the loan agreement, and the parties to the agreement, accordingly, must strictly comply with all its requirements.

The loan agreement concluded between the founder and the business company will automatically terminate when the borrowing company makes the final payment aimed at repaying the existing debt.

The amount of the principal debt with accrued interest must be fully paid to the shareholder-lender as of the date of the final payment.

If the agreement has expired and the borrowing company has not yet repaid a certain part of the loan debt, the founder-creditor has the right to apply penalties provided for in the concluded agreement. These may be fines, penalties, as well as other methods of bringing the violator to justice, established by the contract and complying with the norms of current legislation.

As mentioned earlier, the loan debt can be repaid by making equal monthly payments approved by the appropriate schedule, or by making a lump sum payment of the entire amount at once (usually at the end of the established period).

The borrowing company can pay the debt from its current account, through the cash register (under the conditions provided for by law), by bank transfer, as well as by other permitted methods. The fact of payment of money requires documentary confirmation.

In other words, the payer (borrower) must receive an official document certifying the deposit of funds addressed to the equity holder-lender.

Such payments can be confirmed by receipts, cash orders, checks, as well as bank account statements.

In addition, the shareholder-lender can forgive (write off) the debt to the business company acting as the borrower.

Forgiveness of loan debt, documented, cancels the obligations of the borrower company to the shareholder-lender.

Accordingly, such forgiveness can be considered a special way to repay a loan, unless, of course, it violates the interests of third parties.

To card from current account

The borrowing company can repay the debt by non-cash transfer of the required amount to the debit bank card of the founder-lender.

To make such a return, the director of the borrowing company draws up a payment document instructing the servicing bank to transfer a certain amount of money from the company’s current account to the bank card or current account of the founder. At the same time, the intended purpose of such a payment is clearly indicated - repayment of debt on a loan issued by the founder.

The transfer of money to the lender must be documented. This is necessary for accounting and tax purposes of the borrowing company, as well as to confirm the payment has been made.

Through the cash register

The cash register of a legal entity usually receives proceeds from the sale of services/goods. The directive of the Central Bank of the Russian Federation dated October 7, 2013, registered under number 3073-U, clearly limits the possible range of directions (purposes) for the expenditure (issuance) of cash by a legal entity (second paragraph of regulation 3073-U).

Loan repayment is not included in this list. Accordingly, a loan cannot be repaid in cash from the cash desk of a legal entity that is a participant in cash payments.

However, the option of such a return is still available. The fourth paragraph of regulation 3073-U implies the following order:

1. First, the sales proceeds of the company acting as the borrower are credited to the company's account at the servicing bank.
2. Then the necessary funds are withdrawn (cashed out) by the borrowing company from its current bank account. In this case, a specific purpose is indicated - loan repayment.
3. After this, the cash goes to the cash desk of the borrowing company, from which it is transferred to the founder of the lender, which is formalized by a cash receipt order. In this case, you should be guided by the requirements provided for by regulation 3073-U (point five, point six).

Loan repayment procedure: what other conditions should be taken into account and on which accounts should be reflected?

When repaying a debt to the founder under a loan agreement and transferring money to his card, do not forget about the need:

• compliance with the loan repayment schedule stipulated in the loan agreement;
• full repayment of the borrowed debt no later than one month from the date specified in the agreement (if a payment schedule is not provided).

When you cannot do without schedules in your current business activities, learn from the materials posted on our website:

• “How to correctly draw up a schedule for the implementation of professional standards?”;
• “What does this mean - a rotational work schedule?”;
• .

In accounting, reflect the repayment of the loan to the founder’s card by writing:

Dt 66 (67) Kt 51 - repayment of the loan to the founder’s card under the loan agreement.

Apply:

• account 66 “Settlements for short-term loans and borrowings” - if you borrowed funds from the founder for a period of less than 12 months;
• account 67 “Settlements for long-term loans and borrowings” - if the loan agreement provides for a longer borrowing period (over a year).

The bank statement will confirm:

• the fact of repayment of debt to the founder;
• volume and details of transfers.

If you are repaying the loan in parts, apply all of the above recommendations for each part of the debt being repaid.

Ways to return money to the founder

There are several ways to repay the loan to the founder:

• through the cash register;
• goods;
• from a current account through a cash register;
• property.

Each method has its own advantages and pitfalls.

From a current account via cash register

You can return the loan to the founder by withdrawing money from the current account of the borrower company and disbursing it through the cash desk. Do not forget that when withdrawing money from a current account by check, the check must indicate “repayment of the loan to the founder.”

When registering the issuance of money through the cash register, the cash receipt order also indicates that this is a “repayment of the loan to the founder,” and 66 or 67 is indicated in the corresponding account, depending on whether the loan is being returned - short-term or long-term.

Product

According to Art. 409 of the Civil Code of the Russian Federation, if the borrower does not have the funds to repay the debt, he can return it to the borrower in the form of goods. Products can be either our own production or purchased for resale.

In any case, this is the borrower's own property. Ah, according to. Art. 39 of the Tax Code of the Russian Federation, the gratuitous transfer of goods into the ownership of another person is a sale.

Sales proceeds should be considered the amount of the repaid loan.

Therefore, depending on which taxation system the borrower uses, the following must be paid from the proceeds from sales:

• VAT;
• income tax
• single tax in a “simplified” form.

Through the cash register

According to clause 2 of the Bank of Russia Instructions dated October 7, 2013 No. 3073-U, cash from the cash register, which is sales proceeds for goods sold, services rendered or work performed, can only be used in the following areas:

• salary and other social benefits (sick leave or maternity leave);
• payment of insurance compensation to individuals under insurance contracts with individuals;
• issuing money to employees on account;
• payment for goods, works or services.

As can be seen from this list, repayment of the loan to the founder from the proceeds is not provided for in this list. Therefore, the proceeds from the sale of goods cannot be used to repay the loan to the founder.

You can first hand it over to the bank, and then withdraw it with the indication “return of the loan to the founder”, and issue it from the cash desk using cash settlement services.

Property

The situation is similar to that when the loan is repaid in goods. Property is the property of the borrower, and its transfer to repay the loan is an operation of transferring ownership, which, in accordance with Art. 39 of the Tax Code of the Russian Federation is revenue from sales. This method is common if the loan is returned to the founder upon exit from the LLC.

The value of this property is determined by agreement of the parties. Most often, it is equal to the amount of the loan for which it is transferred.

On this proceeds, the borrower will have to pay all necessary taxes, which depend on the tax system he applies.

For example, returning a loan to the founder with a car, which is the property of the borrower. Its approximate cost will pay off the debt to the lender.

Cash

As mentioned above, repayment of the loan to the lender in cash from the cash desk is not possible, according to clause 2 of the Bank of Russia Directives dated October 7, 2013 No. 3073-U.

Even if the lender, when issuing a loan, deposited money in cash, according to these Instructions, the borrower must hand it over to the bank on the same day.

Upon expiration of the loan term, he must withdraw money from the account, indicating the reason “return of the loan to the founder”, and then issue it from the cash desk on the same basis, only according to cash settlement. Personal income tax

The lender must pay personal income tax only if it issues an interest-bearing loan. Income tax is paid only on interest on the loan, since the main debt is the founder’s money, and he receives his money back in due time.

And interest on a loan is the lender’s income, for which he must pay tax to the state in the amount of 13% of the amount received.

If the loan is long-term and interest is paid every year, then the lender must pay personal income tax at the end of each year.

A loan from the founder is a fairly common thing. This is more convenient for both the enterprise – the borrower, and the founder – the lender. The main thing is to draw up a loan agreement correctly. It must be in writing.

Applying for an instant loan on a card around the clock is described in the article: round-the-clock loans.

Is it possible to get a loan from a foreign legal entity in rubles?

About what a car loan is.

What to do if you can’t return the loan to the founder’s card?

Repayment of borrowed funds is a mandatory condition of the loan agreement. However, it may be impossible to return the debt to the founder on the card for a number of reasons, for example:

• there are no funds in the current account;
• The bank account is blocked by the tax authorities;
• in other cases (the bank’s license was revoked, etc.).

If financial difficulties are temporary and sooner or later the company will have the opportunity to transfer the debt under the loan agreement to the founder’s card:

• agree with the lender on the extension of the loan repayment period, review the payment schedule;
• formalize the revision of the terms in an additional agreement to the loan agreement, attach an adjusted payment schedule to it;
• check whether, due to the extension of terms, the loan has become a long-term loan - detailed analytics in this matter allows you to correctly fill out the explanations for the accounting statements and provide its users with complete and reliable information about the company’s borrowed obligations.

This publication will tell you in which line to reflect borrowed capital.

If the company’s financial situation does not improve in the near future and there is no possibility of repaying the debt to the founder under the loan agreement, it is necessary to consider other ways to resolve the issue with the hanging debt. Find out about one of these methods in the next section.

Resolving the issue with a “stuck” loan

Any loan burdens the balance sheet liability - it increases the total amount of the company's debts and affects individual financial ratios, as well as the overall financial position.

Find out what calculations the company’s debt capital indicator involves in the article “Financial leverage ratio - formula for calculation.”

This situation can be easily resolved by the lender himself - the founder of the company. He has the power to relieve his company of the debt burden by forgiving the debt under the loan agreement.

If the founder decides to forgive his company’s debt, he must:

• take into account the fulfillment of the requirements of Art. 415 of the Civil Code of the Russian Federation - the founder can forgive the company’s debt if this does not violate the rights of other persons in relation to the creditor’s property;
• formalize debt forgiveness by agreement or other document;
• reflect the forgiven debt in accounting: in accounting by including the forgiven debt in other income (Dt 66 (67) Kt 91);
• in tax accounting, take into account the amount of debt in non-operating income if the share of the founder who has forgiven his debt to the company does not reach 50% (subclause 11, clause 1, article 251 of the Tax Code of the Russian Federation); if his share is 50% or more, the income is not reflected in tax records.

The founder can forgive both part of the debt under the loan agreement and the entire amount of the interest-free loan.

Results

Borrowed funds can be returned to the founder’s card only by transfer from the company’s current account and provided that the loan was provided in money. This method of loan repayment must be specified in the contract or additional agreement to it.

Sources:

• Tax Code of the Russian Federation
• Civil Code of the Russian Federation

You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.