The interest rate on a loan between legal entities. Interest-bearing loan between legal entities

02.02.2022

Instead of a bank loan, a legal entity can borrow money from a private investor or another company. Usually, you have to pay interest to the lender for using the loan, and in the case of an interest-free loan, the borrower pays a tax to the state. In order for the loan to be beneficial to both parties to the agreement, they calculate what should be the percentage under the loan agreement between legal entities.

How to draw up a loan agreement between legal entities

The agreement between legal entities is made in writing. The contract specifies the essential conditions - without them, the court recognizes the agreement as invalid. In order not to risk, you should draw up an agreement in a notary's office - the notary will make sure that the document is legally literate.

You can borrow not only money, but also goods, raw materials, property. In this case, the parties draw up a list of property and describe in detail its name, quantity and features. The borrower returns exactly the same as borrowed. It is impossible to pay money instead of property - the tax authorities will consider such a sale and purchase transaction and oblige the creditor to pay income tax.

The heads of the companies indicate in the agreement the following essential conditions:

names, legal addresses and details of organizations;
what exactly the lender lends to the borrower and in what amount;
when the borrower pays off the lender and how.

Whether it is necessary to accrue interest to the lender on a monthly basis is up to the parties to decide. You can pay off the debt monthly, quarterly, in one transfer at the end of the contract term. The borrower transfers cash to the lender, transfers money to a current account or sends it to bank details.

Additional conditions in the loan agreement between legal entities

The contract can specify additional conditions that clarify the agreement, for example:

what is the responsibility of the borrower or lender if it violates obligations under the contract;
what to do in a force majeure situation, for example, if the borrower falls ill and cannot pay;
how to resolve possible disputes, for example, in negotiations or in court;
Is it possible to extend the agreement and under what conditions?

A lender may offer a targeted loan to make sure the borrower is spending money on the business. In this case, the purpose of the loan is prescribed in the contract, and the borrower is obliged to spend the money for this purpose. If the borrower spends the loan on something else, the lender has the right to terminate the contract and demand early repayment of the debt.

Minimum interest rate under a loan agreement between legal entities in 2019

A legal entity lends money with or without interest. The law does not limit the minimum interest on a loan agreement between legal entities. Banks offer entrepreneurs money at 6-20% per annum, and a private organization sets the rate at its discretion.

The company can lend money without interest, for example, if the founder and the borrower are old friends. But in this case, the borrower pays 21% per annum of the loan amount to the budget.

By law, a company that uses money for free receives material benefits - it must pay a monthly tax. The benefit is 5% of the loan and the tax is 35% of the benefit.

For example, a company borrows 300,000 rubles for a year, the contract is interest-free.

The material benefit is 15,000 rubles, the monthly tax is 5250 rubles.

During the year, the borrower will pay 5250 * 12 = 63,000 rubles to the budget, which is 21% of the loan amount.

At what rate should loans be issued to legal entities so as not to overpay

In order not to receive material benefits and not pay 21% to the budget, you should draw up an interest-bearing loan agreement with a minimum rate. The rate at which there is no material benefit is? from the refinancing rate. As of January 2019, it is 7.75%, which means that money should be given at 5.2% per annum or higher. With a loan of 300,000 rubles, the borrower overpays 15,600 rubles - four times less than with an interest-free agreement.

If a company lends money at interest, it earns income. The company declares income and pays income tax - up to 20%, depending on the tax form.

An interest-free loan is also taxed - if the legal entities are interdependent, and the loan amount exceeds 1 billion rubles. Companies are considered to be related when at least 25% of one company is owned by another. In this case, the creditor pays a tax on lost profits: he could invest 1 billion rubles and earn money, but gave the money for free use.

What is important to know about a loan agreement between legal entities

The company has the right to issue no more than four loans during the year. To lend for the fifth time, you need to issue a license for credit activities. If this is not done, the company's management falls under criminal liability under Article 172 of the Criminal Code.

You can give out no more than 100,000 rubles in cash. Larger loans must be posted to a current account or sent to bank details. If an entrepreneur wants to borrow 200,000 rubles in cash and draws up two contracts of 100,000 rubles each, he risks paying a fine. The amount of the fine for legal entities is up to 50,000 rubles.

Loans over 600,000 are registered by the parties with the Federal Financial Monitoring Service. To do this, you need to go to the service website and fill out the form. If a company hides a large loan, it pays a fine. The legal entity is fined 200,000 rubles, the general director - 20,000 rubles.

The money that an entrepreneur receives under a loan agreement between legal entities can only be spent on business. For example, an entrepreneur can repay the company's debt to the state, but not his own loan. If a business owner or CEO spends borrowed money on himself, he risks fines and penalties or criminal liability.

What is better to choose: an interest-free or interest-bearing loan between legal entities

For the borrower, an interest-bearing loan with a minimum rate of 5.2% is more profitable - so he pays four times less than with an interest-free loan. A lender who lends at interest pays income tax, but earns on the interest itself.

Interest-bearing loan agreements between legal entities are a fairly common phenomenon. Many firms choose this method of raising funds, since contacting banking organizations is often less profitable.

This is due to the fact that partner companies willingly provide loans to each other on attractive terms. You can learn about the features of this type of agreement from this article.

Peculiarities

One of the most common agreements in legal practice is an interest-bearing loan agreement. It can be concluded among themselves by everyone - both citizens and legal entities.

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The parties to the agreement transfer funds to each other for a predetermined period and pay the debt along with accrued interest.

In general, a loan agreement is considered interest-bearing by default, even if this condition is not spelled out in the document itself.

If the document does not say anything about the procedure for calculating and paying interest, the fee for using borrowed funds will be calculated based on the current refinancing rate.

If there is no procedure for paying interest in the document, their payments will be made monthly from the date of repayment of the full loan amount.

Moreover, if the lender, together with the transfer of the loan, performs transactions subject to VAT, then, in accordance with paragraph 4 of Article 149 of the Tax Code of the Russian Federation, it needs to keep separate records.

For this purpose, to calculate the ratio indicated in paragraph 4, it is necessary to take only interest, and the size of the loan itself should not be taken into account.

The following point is also important: the lender cannot claim a refund of input VAT on goods, works or services that it uses in activities related to the provision of a loan.

This amount will be included in the cost of work performed or services provided. This idea is expressed in .

However, if the amount of non-taxable transactions does not exceed the 5% threshold defined by paragraph 4 of Article 170 of the Tax Code of the Russian Federation, then the lender may not keep separate records and is entitled to a full VAT refund ().

If the loan is provided in non-monetary form, the amount of accrued interest must be attributed to the taxable base for calculating VAT (clause 2 clause 1).

This obligation arises at the time of the direct transfer of interest. The calculation of the tax itself is carried out at the estimated rate (clause 4).

The lender is obliged to generate an invoice for interest and record it in the sales book (used in calculating VAT, paragraph 18).

income tax

If the lender company receives a fee in the form of interest for providing a loan, this amount will be included in non-operating income, which means that it will need to pay income tax (the company existing in the region is applied). interest rate).

The lender must attribute the interest received under the agreement to non-operating income, regardless of the form in which the loan is provided (monetary or non-monetary) - paragraph 6.

With the cash method, interest is taken into account at the time of their direct transfer ().

If the lender uses the accrual method, interest will be included in non-operating expenses at the end of the reporting period (provided that the term of the agreement falls on two or more reporting periods).

This is stated in paragraph 6 and paragraph 4 of the Tax Code.

tax accounting

According to tax officials, interest under a loan agreement (if its validity spans two or more reporting periods) is accounted for in income evenly at the end of the month of the corresponding reporting period, and this does not depend on the terms and actual payment specified by the agreement.

At the same time, some courts consider that only interest for the period of their actual transfer should be included in income.

Separately, it is necessary to consider the specifics of tax accounting for interest on loans denominated in foreign currency:

the loan is provided in foreign currency, and interest is paid in rubles. If the lender uses the accrual method, then a change in the exchange rate may cause a positive or negative difference between accrued and received interest. With an increase in the exchange rate, a positive difference is formed, with a decrease, respectively, a negative one. Applicable here general order accounting: a positive difference goes to non-operating income (Article 250 of the Tax Code of the Russian Federation), negative - to non-operating expenses ();

If the lender uses the cash method, there will be no difference, since interest will be recorded as income after their direct transfer (Article 273 of the Tax Code of the Russian Federation).

the loan is provided in foreign currency, interest is also paid in foreign currency. The amount of the benefit received in foreign currency is converted into rubles (). The recalculation is carried out at the current exchange rate of the Central Bank or on the last day of the reporting period.

If, as a result of a change in the rate, positive or negative differences arise, they will be taken into account as non-operating income or expenses of the lender.

If the cash method is applied, no difference can arise, since the recalculation is carried out on the date of the direct payment of interest.

Sample contract

To draw up an interest-bearing loan agreement between legal entities, a standard loan agreement form is used.

This means that the document will list all the same provisions:

the subject of the agreement (the amount of the loan, the amount of interest and the terms of payment are indicated here);
rights and obligations of the parties;
the duration of the contract;
additional conditions, etc.

Among other things, annexes can be drawn up to an interest-bearing loan agreement between organizations:

loan disbursement schedule;
loan repayment schedule;
interest payment schedule.

Additional documents usually include:

additional agreement;
protocol of disagreements;
dispute resolution protocol.

How to avoid mistakes when drawing up an interest-bearing loan agreement between legal entities

Any errors and inaccuracies in the interest-bearing loan agreement can lead to the most undesirable consequences, up to and including its invalidation. To avoid this, it is necessary to carefully monitor all the information entered.

Check how correctly the loan amount, repayment terms, interest rate for the use of funds are indicated in the agreement (if the rate is not indicated, interest will be charged at the rate of the Central Bank of the Russian Federation), the amount of penalties, etc.

Carefully review how complete and accurate the specified details of the parties.
By mutual agreement of the borrower and the lender, any changes can be made to the agreement.

If the parties to the agreement decide to change any material terms, a written supplementary agreement must be drawn up to the main contract.

An interest-bearing loan agreement between organizations is concluded quite often, just as often mistakes are made when drawing up a document.

To avoid this, it is necessary to carefully check all clauses of the agreement.

If the qualifications of the company's employees are not high enough, it is advisable to use the services of professionals - this will help to avoid mistakes and, as a result, complex and irreparable consequences.

Video: credits and loans, operations with bills of exchange - legal issues, accounting and taxation

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with interest in a person acting on the basis of , hereinafter referred to as " Lender”, on the one hand, and in the person acting on the basis of , hereinafter referred to as “ Borrower”, on the other hand, hereinafter referred to as the “Parties”, have concluded this agreement, hereinafter “ Treaty" about the following:

1. THE SUBJECT OF THE AGREEMENT

1.1. Under this agreement, the Lender provides the Borrower with a loan in the amount of rubles, and the Borrower undertakes to repay the Lender the loan amount and pay accrued interest for using the loan in accordance with the terms and conditions established by this agreement.

1.2. The interest rate for this agreement is % per annum.

1.3. Interest for using the Loan is accrued based on the actual number of calendar days of using the loan, while the actual number of calendar days in a year (365 or 366) is taken as the base, and the number of settlement days in a month corresponds to the actual number of calendar days in a month.

1.4. The period for accruing interest for the use of the loan begins on the day the Lender actually issues the loan amount to the Borrower or transfers the loan amount to the specified account of the Borrower and ends on the day the Loan is returned to the Lender. The Borrower undertakes to pay the accrued interest for the use of the loan on a monthly basis, not later than the last business day of the month.

2. TERMS OF ISSUANCE AND REPAYMENT OF THE LOAN

2.1. The loan is provided on the basis of this agreement.

2.2. The loan is provided by issuing the loan amount from the Lender's cash desk or transferring the loan amount to the specified account of the Borrower.

2.3. The Borrower has the right to repay the debt under the Loan and (or) interest for using it by depositing cash to the Lender's cash desk or transferring the debt amount to the Lender's settlement account in a non-cash form;

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. The Lender undertakes to ensure the provision of a loan within working days from the date of signing by the parties of this agreement.

3.2. The Lender undertakes to provide the Borrower with a loan on the terms of this Agreement.

3.3. The Lender undertakes to advise the Borrower on all issues related to the execution of this Agreement.

3.4. The Borrower undertakes to repay the loan and pay interest for its use within the terms specified in this Agreement and in full.

4. REPAYMENT OF DEBT

4.1. The Borrower repays the Loan in accordance with the terms established by this Agreement.

4.2. The Borrower has the right to repay the Loan ahead of schedule.

4.3. In the event that the Borrower makes the final early repayment of the Loan, the Borrower shall, simultaneously with the repayment of the principal debt under the Loan, repay all accrued interest.

4.4. The date of repayment of any payments is the date of actual receipt of funds to the relevant account (accounts) of the Lender or the date of payment of the amount of the debt to the Lender's cash desk.

4.5. If the Borrower misses the maturity of any payments, the outstanding term debt is treated as overdue debt with interest accruing at the Higher Interest Rate from the date of its occurrence.

4.6. Overdue debt is considered urgent (primary) to be repaid at any time.

4.7. The repayment of the debt to the Lender is made in the following order:

penalty fee;
overdue interest on the Loan;
overdue principal debt;
urgent interest on the Loan;
term debt principal.

5. PROCEDURE FOR SECURING THE OBLIGATIONS OF THE BORROWER

5.1. In order to ensure the repayment of the Loan, the Parties undertake to conclude Collateral Agreements and provide for other security measures.

5.2. Interim measures include: pledge of real estate; pledge Vehicle; pledge of rights of claim, including securities; granting by the Borrower to the Lender the right to extrajudicial foreclosure directly on the subject of pledge provided for in the Collateral Agreements; guarantee; bank guarantee; retention of collateral and funds belonging to the Borrower; other measures agreed by the Parties.

5.3. The Lender shall have the right to choose the methods of securing obligations under this Agreement and their assessment.

5.4. The collateral for the Loan, taking into account liquidity, must cover the principal and accrued interest. In the event of an increase in term debt or an overdue debt, the Borrower is obliged to increase the collateral to the required size and quality.

5.5. The Security Agreements signed in pursuance of this Agreement are valid in conjunction with it and are inseparable from it. Simultaneously with the signing of this Agreement, the Guarantee Agreement No. dated "" 2020 and (or) the Guarantee Agreement No. dated "" 2020 are concluded to secure it. In the event of an increase in collateral, newly concluded contracts are indicated in the Agreements.

5.6. In case of deterioration of the physical qualities of the subject of pledge or other loss of liquid qualities by it, as well as any other security measure, the Lender has the right to demand a replacement of the method of security and choose it at its own discretion.

6. TERM OF THE CONTRACT

6.1. The term for using the loan is days from the date of the actual issuance by the Lender of the loan amount to the Borrower or the transfer of the loan amount to the specified account of the Borrower. The Borrower undertakes to make the final settlement on payment of the loan amount and accrued interest for the use of the loan to the Lender before ""2020.

6.2. This agreement comes into force from the moment the Lender actually issues the loan amount to the Borrower or transfers the loan amount to the specified account of the Borrower and is valid until its full repayment and payment of accrued interest for using it.

7. EARLY PERFORMANCE OF OBLIGATIONS

7.1. In case of early repayment of the loan, the Borrower must notify the Lender of the early repayment no later than working days in advance.

7.2. In case of early repayment of the loan, the interest for using the loan is paid by the Borrower for the actual period of using the loan.

8. RESPONSIBILITY OF THE PARTIES

8.1. If the Borrower violates the deadlines established for making the next payment for the repayment of the loan and paying the accrued interest for using it, the Lender has the right to terminate the agreement and demand from the Borrower early repayment of the loan amount and payment of interest due for using the loan.

8.2. From the moment the overdue debt on the Loan arises, the Borrower shall pay the Lender increased interest for the use of the overdue Loan in the amount of % per annum (hereinafter referred to as the increased Interest).

8.3. Increased Interest are accrued on the amount of the overdue Loan from the date of occurrence of the delay until the day of full repayment of the overdue Loan.

8.4. In case of late payment of Interest, the Borrower shall pay to the Lender, regardless of the payment of Interest, provided for in clause 1.2. of this Agreement, the Penalty in the amount of %, accrued on the amount of the overdue payment of Interest for each day of delay, from the date following the date of occurrence of the delay to the date of its repayment (inclusive).

8.5. The Borrower's obligations to repay the Loan and pay Interest (including increased interest) are considered to be fulfilled in full from the date of receipt of funds to the current account and (or) to the Lender's cash desk.

8.6. With the consent of the Lender, the obligations of the Borrower to repay the Loan and pay Interest may be fulfilled in other ways that do not contradict the current legislation Russian Federation.

8.7. In the event that the Borrower violated the deadline set for making the next payment for the repayment of the loan and paying accrued interest for using it, and the Lender did not exercise the right provided for in clause 7.1. of this agreement, the Borrower is obliged to pay the Lender interest for the use of the loan, accrued according to the rules provided for in paragraphs 1.2-1.5 of this agreement for the entire actual period of using the loan.

8.8. The Borrower shall reimburse the Lender for all costs associated with the collection of debt under this Agreement.

8.9. The Borrower's refusal to repay the debt to repay the loan and pay the accrued interest for using it, or the violation of the terms of repayment of the Borrower's debt established by this Agreement, serves as a basis for limiting its possibilities for further borrowing.

9. FINAL PROVISIONS

9.1. In everything that is not reflected in this agreement, the parties will be guided by the current legislation of the Russian Federation.

9.2. The date of fulfillment of obligations under the agreement by the Borrower is the date of full repayment of the debt to repay the loan and pay accrued interest for its use.

9.3. All disputes and disagreements arising during the validity of this agreement, the parties will try to resolve through negotiations.

9.4. If the dispute is not settled, then it is subject to resolution in the manner prescribed by the current legislation of the Russian Federation.

9.5. Changes and additions to this Agreement are carried out in the manner prescribed by applicable law.

9.6. This Agreement is made in two copies of equal legal force, one for each party.

10. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES

Lender

Borrower Jur. address: Postal address: TIN: KPP: Bank: Settlement/account: Corr./account: BIC:

11.10.2016 "Financial Director", October 2016

Anna Manaenkova
lawyer

A loan agreement between legal entities helps one company to raise funds, and another to earn on it. Eat important conditions which you should pay attention to in order to conclude a secure loan agreement.

According to civil law, a loan agreement is an agreement between one party (the lender) to transfer money or other things into the ownership of the other party (the borrower). The borrower undertakes to return the same amount of money or an equal amount of other things received by him of the same kind and quality (note that it is possible to conclude an interest-free loan agreement between a legal entity and an individual).

Clearly state the subject matter of the loan agreement

The condition on the subject of the contract is essential, therefore it must be agreed upon by the parties (clause 1, article 432 of the Civil Code of the Russian Federation). If the court comes to the conclusion that the subject matter of the contract is inconsistent, it will be recognized as not concluded and will not give rise to legal consequences for the parties (decree of the Federal Antimonopoly Service of the East Siberian District of August 9, 2010 in case No. A10-3789 / 2009; resolution of the Federal Antimonopoly Service of the Urals District of February 19, 2008 F09-741 / 08-C5 in case N A60-17030 / 2007-C2; decision of the Federal Antimonopoly Service of the Volga-Vyatka District dated January 27, 2012 in case N A17-6065 / 2010).

Guided by the rules of articles 140 and 317 of the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation), the parties can indicate the amount of the loan in two ways:

in a fixed amount indicating the currency of the loan (Russian rubles or a certain foreign currency, if the parties are entitled to carry out foreign exchange transactions);
in the calculated value, i.e. in the equivalent of the amount in foreign currency.

Record the fact of the transfer of borrowed funds

By virtue of Article 807 of the Civil Code of the Russian Federation, a loan agreement is concluded from the moment the lender transfers money or other things to the borrower. Such confirmation may be a receipt, a payment order indicating the purpose of the payment, an incoming cash order, a receipt or other duly executed document. If it is impossible to prove the fact of transferring the loan amount under the agreement, then such an agreement will be considered not concluded (decree of the Federal Antimonopoly Service of the West Siberian District of 09.10.2013 in case N A03-12279 / 2012).

At the same time, if the agreement does not contain a properly agreed condition on the amount of the loan, the presence and content of documents certifying the fact that a certain amount has been transferred to the borrower (payment orders for the transfer of funds by the lender to the borrower, expenditure cash orders, receipts for incoming cash orders) are essential. and etc.). The amount of the loan will be determined from the content of these documents, and the contract will be considered concluded for the amount that was actually transferred (clause 2 of article 433, paragraph 2 of clause 1 of article 807, clause 2 of article 808, clause 3 Article 812 of the Civil Code of the Russian Federation, Ruling of the Supreme Arbitration Court of the Russian Federation of July 3, 2008 N 8032/08 in case N A53-5796/07-C2-6).

Article 812 of the Civil Code of the Russian Federation provides for the right of the borrower to challenge the contract due to its lack of money, proving that money or other things were not actually received by him from the lender or received in a smaller amount than specified in the contract. When money or things are actually received in a smaller amount than specified in the contract, the contract is considered concluded for this amount of money or things. It should be noted that challenging the loan agreement due to its lack of money is an exclusive feature of the borrower under the loan agreement.

Specify in the contract the amount of interest paid by the borrower

Interest under a loan agreement, paid in the amount and in the manner specified in clauses 1 of Article 809 of the Civil Code of the Russian Federation, is a payment for the use of funds provided by the lender (clause 15 of the Resolution of the Plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated 08.10.1998 N 13/14 “On the practice of applying the provisions of the Civil Code of the Russian Federation on interest for the use of other people's money).

If a loan agreement between legal entities does not contain a clause on interest on the loan amount, it is recognized as paid (clause 3, article 424 of the Civil Code of the Russian Federation). The lender has the right to require the borrower to pay a fee for use. The amount of remuneration will be determined as a percentage of the loan amount at the bank interest rate (refinancing rate) effective on the day the borrower pays the amount of the debt (its part) at the location (and if the lender is individual, - at the place of residence) of the lender (clause 1 of article 809 of the Civil Code of the Russian Federation).

When agreeing on the amount of interest for using a loan amount that is significantly higher than the refinancing rate (for ruble loans) or the interest rate on foreign currency loans (for loans in foreign currency), it is necessary to understand the risks that may arise. The legislation of the Russian Federation does not establish a limit on the maximum amount of interest that can be set in the agreement by the parties, however, the borrower can apply to the court to declare the loan agreement invalid due to its bondage (clause 3 of article 179 of the Civil Code of the Russian Federation). The inclusion of this condition in the contract will be recognized as an abuse of the right by the lender. The interest may be reduced by the court, and the lender will receive an amount less than that which was stipulated by the terms of the contract.

Judicial practice in this matter is not unambiguous:

setting a high interest rate for the use of borrowed funds is an abuse of the right, in which the court can reduce the amount of interest (decree of the Federal Antimonopoly Service of the Volga-Vyatka District of September 26, 2006 in case N A43-3546 / 2006-4-74, decision of the Arbitration Court of the North Caucasus District of 01/26/2016 N F08-9167 / 2015 in case N A53-3119 / 2015, decision of the Federal Antimonopoly Service of the North Caucasus District of 03/01/2001 N F08-416 / 2001);
setting a high interest rate for the use of borrowed funds is not an abuse of the right (decree of the Federal Antimonopoly Service of the East Siberian District dated 01.28. 05/20/2003 N A13-3957 / 02-12, decision of the Federal Antimonopoly Service of the North Caucasus District of 05/04/2012 in case N A32-21318 / 2011);
the establishment of a high percentage for the use of borrowed funds is not an abuse of the right, unless the inclusion of this condition in the contract at the insistence of the lender is proved (decree of the Federal Antimonopoly Service of the North Caucasus District dated 06.20. ).

Procedure and term for repayment of borrowed funds

At the discretion of the parties, the procedure and term for the return of borrowed funds may be determined by the loan agreement, otherwise the provisions of paragraph 2 of paragraph 1 of Art. 810 of the Civil Code of the Russian Federation.

The jurisprudence on this issue states:

if the contract provides for the obligation of the borrower to repay the loan amount in installments before a certain period, but the direct procedure for repayment has not been agreed upon, then the borrower must return the funds at a time at the end of the period (determination of the Supreme Arbitration Court of the Russian Federation dated 07.23. 19764/2008-SG1-5);
if the loan agreement does not specify the term for repaying the loan amount, but the term of the agreement is determined, then such a period may be recognized by the court as the period for repaying the loan amount (decree of the Federal Antimonopoly Service of the Moscow District dated 10/14/2010 N KG-A41 / 12023-10 in case N A41- 1940/10);
if specified different dates return of funds in copies of the agreement or in its copies (in the absence of an original copy of the agreement), the agreement is considered concluded if there is evidence confirming the transfer of the loan amount. The term for repayment of the loan amount in this case is determined by the rules of paragraph 1 of Art. 810 of the Civil Code of the Russian Federation, that is, the loan amount must be returned within 30 days from the date of the claim by the lender (Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation of 05.04.2011 N 16324/10 in case N A40-146172 / 09-42-745).

Fix in the loan agreement liability for non-compliance with the conditions for repayment

The liability of the parties for failure to fulfill the conditions for the return of the loan amount is regulated by Article 395 of the Civil Code of the Russian Federation. At the same time, legal entities can independently fix in the loan agreement liability for improper performance of a monetary obligation, one of two methods of calculating interest:

A simple way is to charge interest only on the outstanding loan amount.
A complex method (“compound interest”) is the calculation of interest not only on the loan amount, but also on the amount of interest accrued, but not paid on time. This method of calculation is used to encourage the borrower to repay the principal on time.

Judicial practice on the issue of the admissibility of accruing "compound interest" under a loan agreement between legal entities is not unambiguous:

the accrual of a penalty or interest for the use of other people's funds in the amount of interest for the use of a loan is permissible if it is provided for by the agreement (decree of the Federal Antimonopoly Service of the Volga-Vyatka District dated April 13, 2010 in case N A43-15748 / 2009, Determination of the Supreme Arbitration Court of the Russian Federation dated May 16, 2011 N VAC -5624/11 in case N A56-92572/2009, Decree of the Federal Antimonopoly Service of the Moscow District dated October 29, 2012 in case N A40-21699/12-97-101);
the accrual of a penalty or interest for the use of other people's funds in the amount of interest for the use of a loan is permissible, regardless of the presence of such a condition in the contract. (Decree of the Federal Antimonopoly Service of the Moscow District of August 27, 2009 N KG-A40 / 7497-09-B in case N A40-14147 / 09-97-152, decision of the Tenth Arbitration Court of Appeal of March 31, 2011 in case N A41-31454 / 10) ;
the accrual of a penalty or interest for the use of other people's funds in the amount of interest for the use of a loan is unacceptable, regardless of the presence of such a condition in the loan agreement (Resolution of the Federal Antimonopoly Service of the North Caucasus District dated May 24, 1999 N F08-888 / 99).

Paragraph 13 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated September 13, 2011 No. 147 states: “due to the fact that an increase in interest for using a loan in the event of a borrower’s violation of the obligation to repay the loan represents a measure of the debtor’s liability for violation of the obligation, the court, taking into account the circumstances of the case, has the right on the basis of a reasoned statement by the defendant, to reduce the amount of interest mentioned in accordance with Article 333 of the Civil Code of the Russian Federation. This position is also reflected in the decision of the Federal Antimonopoly Service of the Far Eastern District of May 4, 2012 N F03-1391 / 2012 in case N A59-3018 / 2011, the decision of the Arbitration Court of the West Siberian District of October 14, 2015 N F04-24556 / 2015 in case N A03 -13567/2014, resolution of the Federal Antimonopoly Service of the Moscow District dated August 19, 2011 N KG-A40/7099-11 in case N A40-99951/10-31-900, etc.

It should be noted that by virtue of Article 808 and Clause 2 of Article 434 of the Civil Code of the Russian Federation, a loan agreement between legal entities must be concluded in writing. It can be sent by fax, regular or e-mail, which allows you to reliably establish that the document comes from a party to the contract.

Summing up, I would like to note that when concluding a loan agreement between legal entities, it is also necessary to make sure that there are no grounds for recognizing the agreement as invalid in the future (§ 2 of Chapter 9, Subsection 4, Section 1 of the Civil Code of the Russian Federation). In addition, the borrower needs to objectively assess his strength, that is, to really understand that after a certain amount of time he will have the opportunity to return the amount of the debt and pay interest.

An interest-bearing loan between legal entities is an agreement according to which the lender (creditor) transfers to the borrower a certain amount of funds or other valuables on the terms that the debtor will return them (the amount, values) in accordance with the signed agreement.

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Such transactions are supported by relevant documents. The loan agreement has a lot of nuances and to avoid typical mistakes, it is better to draw it up with a lawyer. Often transactions are concluded with additional conditions, for example, with the involvement of collateral or the guarantee of the founders or director.

Lending terms

Most often, loans between legal entities are possible in the following situations:

lending to a subsidiary;
granting a loan to one of the enterprises included in the holding;
issuance of a loan for the release of products and further settlement of these goods.

Absolutely all credit conditions (interest rate, period, size, scheme for granting and repaying a loan) are negotiated on an individual basis.

When concluding a transaction, it is necessary to sign a loan agreement. The form of a standard contract is free, but there are a lot of nuances that an experienced lawyer can better handle.

For example, if money or valuables are transferred at a certain percentage, this must be specified in the document, otherwise, the lender has the right to demand payment of interest, the amount of which will be equal to the refinancing rate for the current date. At tax authorities questions may also arise.

Decor

The registration procedure will not take much time if all clauses of the contract are agreed upon and options are found that satisfy both parties.

To obtain a loan, legal entities sign a loan agreement (repayment schedule, additional agreements, receipts, etc.) and only after that the loan amount is transferred to the borrower's current bank account or issued in cash.

Profitable offer

Interest-bearing loans between legal entities are a popular service. They provide such loans to partner companies, subsidiaries, and less often to unrelated business entities.

Loan terms are negotiated individually and depend on many factors:

Interest rate loan agreement between legal entities

It is mandatory for legal entities to draw up an agreement in writing. It is not necessary to notarize the document. At the discretion of the parties, a receipt for the transfer of the agreed amount of funds may be drawn up.

Please note that the loan is considered to be reimbursable by default, unless otherwise specified in the transaction.

A transaction is considered interest-bearing if it does not indicate that it is interest-free. If the rate is not signed, the borrower will still pay interest at the refinancing rate.

All clauses of the agreement are prepared for the specific requirements of both parties, if there is disagreement, a protocol of disagreements is prescribed.

Tax implications

All transactions under an interest-bearing loan agreement on the part of the client (borrower) are not taxed.

For the lender, everything is not so simple, it is necessary to correctly draw up documents. To minimize the claims of the tax authorities, the rate should be written in the document.

postings

Any legal entity may provide or receive interest-bearing loans (unless otherwise provided by the Charter or legislation). The crediting period of such loans can be different: short, medium and long-term.

If the loan is obtained for a short period, that is, up to one year, then accounting must be kept on account 66. Money can be withdrawn in cash or by transfer to an account.

Accounting entries should be made as follows:

Dt 50 (51.52) - Kt 66 - obtaining a loan.

Redemption, reverse posting:

Dt 66 - Kt 50 (51.52) - return of debt.

Additional costs associated with receiving money are charged to account 91 (Dt91 - Kt 66).

If the loan is granted for a long period, the account is kept on account 67.

at the refinancing rate

The fee for using the loan is determined on an individual basis and is prescribed in the contract. If the document does not specify rates (there is no specific percentage and it is not stated that the loan is interest-free), then the loan fee is determined automatically and is equal to the refinancing rate on the day the borrower pays the amount of the debt.

Please note that in 2020 the refinancing rate is 10.5% per annum.

Interest rates

The fee for using the loan is set at the discretion of the parties. There are no legal restrictions on this item.

But it is worth remembering that the rate must be indicated in the contract, otherwise interest must be charged at the refinancing rate.

If a loan between legal entities is interest-free, this must be specified in the contract. If you do not indicate in the documents that the loan is interest-free, the accrual will be made at the refinancing rate.

Documentation

In order to receive money, both parties to the transaction sign a loan agreement, as well as, if such documents are required: a protocol of disagreements, additional agreements, a payment schedule.

When receiving funds in cash, the borrower writes a receipt for the receipt of funds. Such transactions do not require notarization.

To conclude this agreement, you need:

the articles of association of both companies;
passports of persons authorized to sign such documents;
orders on the appointment of persons having the right to sign on financial documents;
cards with sample signatures of persons authorized to sign financial documents.

Requirements for recipients

Requirements for the recipient are determined individually. Standard lending conditions - the solvency of the borrower. At the legislative level, there are no prohibitions on obtaining a loan by one legal entity from another.

Also, the Articles of Association of the enterprise should not contain prohibitions on such actions. The borrower must use the money received for the purposes specified in the loan agreement.

Debt repayment

Interest-bearing loan repayment is made, according to the previously signed agreement, one-time or in installments. If the transaction stipulates a one-time repayment, then the contract provides for the final date for the return of funds.

If the loan is repaid in installments, then an additional document is signed with a detailed repayment schedule. It indicates the minimum payments (the body of the loan and accrued interest), the timing of the transfer of money.

The borrower will be able to repay the loan in the ways that are prescribed in the contract, for example:

through the lender's cash desk in cash;
bank transfer to a current account;
money transfer to the borrower's account.

Timing

The parties themselves decide for how long the loan is granted. The legislation does not limit the period of lending; between legal entities, a loan can be issued for a period of 1 day to 50 years.

At the end of the contract, the borrower is obliged to repay the loan and accrued interest on it.