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

Yes, the loan agreement must be drawn up in writing, this is expressly provided for by the provisions of paragraph 1 of Article 808 of the Civil Code of the Russian Federation and paragraph 2 of Article 5 of the Law of June 19, 2000 No. 82-FZ. In oral form, a loan agreement can only be between citizens, for an amount less than 1000 rubles.

Even if the organizations are interdependent (affiliated) persons, they have the right to enter into loan agreements with each other(on any conditions, with any interest rate, including interest-free loans), since civil law does not establish any prohibitions on such activities.

At the same time, from January 1, 2015, the rationing of expenses for the payment of interest for the use of borrowed funds is terminated. Organizations can take into account accrued interest as part of non-operating expenses without restrictions, based on the actual rate stipulated by the terms of the transaction. The exception is interest on controlled transactions (transactions involving foreign persons; it does not apply to Russian related organizations).

At the same time, related parties must obtain the approval of the founders for such a transaction.

How to apply for a loan

A loan can be issued, as well as received, by any organization or person, including an entrepreneur. To do this, draw up a loan agreement with the recipient (borrower).*

How to draw up a loan agreement

More importantly, for a loan that has interest, indicate how and when it must be paid. If this is not done, then the borrower will have to pay interest monthly until the debt is fully repaid (clause 2, article 809 of the Civil Code of the Russian Federation).

When the treaty enters into force

The loan agreement comes into force as soon as the borrower receives money or other property under it. And until this happens, the contract is not considered concluded. Even if it was signed by both parties. How does this affect accounting? It is on the day of transfer of borrowed funds that the counterparty has an obligation to repay the debt. And it is on this date that the lender must reflect the receivables.

At the same time, the total amount of the loan prescribed in the contract is not so important. More important is how much was actually transferred to the borrower. Let's say the loan amount is 10,000 rubles, but the borrower received only 5,000 rubles. So, only in the amount of 5000 rubles. there is a debt and an obligation to repay it (together with interest, if any were provided). This follows from the provisions and paragraph 2 of paragraph 1 of Article 807 of the Civil Code of the Russian Federation.

Loan payments

The borrower is obliged to repay the debt at the time and in the manner specified in the contract. If the repayment period is not set, then the debtor must repay the loan no later than 30 days after the lender so requests. This is stated in paragraph 1.

The return period is determined in calendar days.

It is in calendar days, and not in working days, according to the Civil Code, that the terms are calculated. In this case, the period must be counted from the day following the date when the organization submitted a request to repay the loan. If the last day when the debtor is obliged to finally pay off falls on a non-working day, then such a period is postponed to the next working day. This is established in the articles, and the Civil Code of the Russian Federation.

A cash loan can be paid both in cash and non-cash (clause 1, article 807 of the Civil Code of the Russian Federation). However, it is easier to make payments through a bank, because then you will not have to comply with the established limits for cash payments.

The debtor can repay the loan ahead of schedule. But if interest was provided, then it is possible to close the debt ahead of schedule only with the consent of the lender. When the loan is interest-free, such permission is not required. This procedure is established by paragraph 2 of Article 810 of the Civil Code of the Russian Federation.

Did you give out a loan to an employee? Then the amount of principal and interest can be deducted from his salary. But no more than 20 percent per month. Such a restriction is established by the Labor Code of the Russian Federation.

After issuing a cash loan, draw up an expense cash warrant in the form No. KO-2. When returning a loan and interest, draw up an incoming cash order in the form No. KO-1. The forms of these cash documents were approved by the Decree of the State Statistics Committee of Russia dated August 18, 1998 No. 88. It is imperative to apply them.

If the loan settlements are non-cash, then the transferred amounts will appear in payment orders in the form No. 0401060.

Restrictions on calculations

Borrowed money can be paid in cash or transferred to the bank account of the borrower. Choose the second option when it comes to a large loan amount. The fact is that in cash you can give out no more than 100,000 rubles. under one contract. Such a restriction is contained in paragraphs and Instructions of the Bank of Russia dated October 7, 2013 No. 3073-U.

Attention: when issuing a cash loan, comply with the established payment limit, otherwise you will be fined.

The maximum amount of cash payments is 100,000 rubles. This limit applies to settlements under one contract:
– between organizations;
- between the organization and the entrepreneur;
between entrepreneurs.

Situation: when issuing a loan requires the permission of the participants (founders, shareholders)

Such permission must be obtained if a large amount of debt is issued or if the transaction, according to the criteria, is related to transactions with interested parties.

Thus, a large amount is considered to be an amount that is equal to or exceeds 25 percent of the value of the organization's assets as of the last reporting date. This follows from the provisions of paragraphs, and Article 46 of the Law of February 8, 1998 No. 14-FZ.

The list of those who may be interested in the transaction is determined by paragraph 1 of Article 81 of the Law of December 26, 1995 No. 208-FZ and paragraph 1 of Article 45 of the Law of February 8, 1998 No. 14-FZ. For example, an interested party transaction would be the issuance of a loan to the spouse, parents or children of the head of the organization. The amount of the loan does not matter.

In both cases, if there is no permission from the participants (founders, shareholders), the loan agreement may be invalidated. This is expressly established in paragraph 5 of Article 45, paragraph 5 of Article 46 of the Law of February 8, 1998 No. 14-FZ, as well as in paragraph 6 of Article 79 and the Law of December 26, 1995 No. 208-FZ.

The decision to grant a loan is made by:

• the general meeting or the sole sole member of the LLC;
• general meeting of shareholders of JSC;
• board of directors or supervisory board of a non-profit organization.

In order to correctly account for interest in taxation, it is necessary to provide for a number of conditions. For example, in what order they are paid, what tax regime the borrowing organization applies, in what amount these expenses can be recognized, etc.

Only interest that is classified as controlled debt needs to be accounted for in a special way.

BASIC

From January 1, 2015, the rationing of expenses for the payment of interest for the use of borrowed funds is terminated. Organizations can take into account accrued interest as part of non-operating expenses without restrictions, based on the actual rate stipulated by the terms of the transaction. The exception is interest on controlled transactions.

Taxable income can only be reduced by reasonable, documented and income-generating expenses. This means that only interest can be recognized as an expense if:

• the organization repays a loan taken for commercial purposes. That is, borrowed funds are used to generate income. For example, interest on a loan that was taken to provide charity cannot be taken into account in expenses (letter of the Ministry of Finance of Russia dated March 16, 2011 No. 03-03-06 / 1/140), and on a loan taken for the purchase of production equipment - it is possible (letter of the Ministry of Finance of Russia dated July 19, 2010 No. 03-03-06 / 1/466);
• backed by correct documentation. Namely, an agreement, a bank statement - in confirmation of the receipt of money from the lender, a credit order - if the loan was received by property, etc.

Such requirements are specified in paragraph 1 of Article 252 of the Tax Code of the Russian Federation.

Limit on controlled transactions

For debt obligations in a controlled transaction, an organization has the right to take into account, when calculating income tax, interest calculated on the basis of the actual rate, but only if this rate is less than .

Limit values ​​of interest rates on debt obligations can be tied:

• international rates EURIBOR, SHIBOR, LIBOR.

It all depends on the currency in which the obligations are drawn up. So, for example, for a contract in euro, an interval is set from the EURIBOR + 4% rate to the EURIBOR + 7% rate. See the table for more details.

Does the contract provide for a change in the interest rate? Then apply the key rate (EURIBOR, SHIBOR, LIBOR) in force on the day the interest is calculated (subclause 2, clause 1.3, article 269 of the Tax Code of the Russian Federation). At the same time, if the key rate (EURIBOR, SHIBOR, LIBOR) changes in the next reporting period, do not recalculate the limit values ​​of interest rates for previous reporting periods.

With regard to the intervals of limit values ​​of interest rates on debt obligations in foreign currency, apply the EURIBOR (SHIBOR, LIBOR) rate for the period that best corresponds to the term of the loan (credit) under the agreement. This follows from the provisions of subparagraph 3 of paragraph 1.3 of Article 269 of the Tax Code of the Russian Federation.

For debt obligations in a controlled transaction, the total amount of interest that can be taken into account when calculating income tax in full, when the interest rate:

• less than the maximum value of the limit range ;
• greater than the maximum value of the limit range and less than ,

calculate using the formula:

If the interest rate is greater than the maximum value of the limit value interval and greater than the maximum value of the market price interval of a similar loan (credit), then the amount of interest that can be taken into account when calculating income tax is determined by the formula:

The fact that in the calculation you need to use the actual number of calendar days in a year - 365 (366), representatives of the Ministry of Finance of Russia confirmed in a letter dated January 16, 2012 No. 03-03-06 / 1/16.

From the recommendation of Vladislav Kuznetsov, leading expert of the Sistema Yurist, Vladislav Dobrovolsky, retired judge, candidate of legal sciences, Gennady Uvarkin, deputy general director of the Omega Legal Bureau, candidate of legal sciences

What is an interested party transaction and what is the procedure for its completion in an LLC

Separate transactions in an LLC can only be concluded after their approval by the general meeting of participants or the board of directors. Such transactions include, in particular, the so-called “transactions in which there is an interest”. If the order of their commission is not observed, the court may recognize the transaction as invalid.

In this regard, when preparing for a transaction, a lawyer needs to check whether it falls under the criteria for an interested-party transaction, and if it does, follow the procedure for its completion.

What transactions are related party transactions?

The essence of an interested party transaction is best shown with a simple example: when an LLC enters into a civil law contract (for example, a contract of sale or a contract) with its director, this is an interested party transaction, the director is interested in it.

In practice, everything is a little more complicated. The list of persons who in this case can be in the place of the director is established in the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”; hereinafter referred to as the LLC Law). These include:

• the sole executive body of the company (hereinafter referred to as the director);
• members of the board of directors (supervisory board);
• board members;
• persons who have the right to give obligatory instructions to society;
• members of the company who, together with their affiliates, have 20 percent or more of the votes of the total number of votes of the company's members.*

In addition, it is necessary to take into account not only these persons themselves, but also their spouses, parents, children, full and half brothers and sisters, adoptive parents and adopted children and (or) their affiliates.

But that's not all. These persons do not have to be themselves a party (or beneficiary) to the transaction in order for it to be considered an interested party transaction for the LLC. A party to a transaction may be a legal entity, such a transaction will also be an interested party transaction if these persons:

• hold positions in the management bodies of this legal entity;
• own (including in aggregate) at least 20 percent of the authorized capital of this legal entity.

In addition, a third party may be a counterparty in a transaction, but the transaction will be recognized as an interested party transaction for an LLC if the director, members of the board or other persons listed in the Law on LLC in relations with the company:

• act on behalf of these third parties;
• hold positions in the management bodies of a legal entity that acts in the interests of these third parties;
• own (including in aggregate) at least 20 percent of the authorized capital of a legal entity that acts in the interests of these third parties;
• hold positions in the management bodies of the management company of a legal entity that acts in the interests of these third parties.

The Articles of Association may expand these limits and classify additional transactions as related-party transactions.

A transaction is recognized as an interested party transaction only when the indicated persons (or one of them) meet the signs of interest precisely at the time of the transaction (subparagraph 2, paragraph 9 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated May 16, 2014 No. 28 “On Certain Issues Related to contesting major transactions and transactions with interest” (hereinafter referred to as resolution No. 28), clause 14 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated March 13, 2001 No. 62 “Review of the practice of resolving disputes related to the conclusion of major transactions and transactions by business entities, in which there is an interest).

If these persons once met the signs of interest, but at the time of the transaction there are no such signs, the transaction is not recognized as a transaction with interest.

What is the procedure for making a transaction with interest

The company has the right to make an interested party transaction only after it is approved by the participants. If a company has a board of directors, then the company’s charter can entrust it with the authority to make decisions on transactions with an interest, the amount of payment or the value of property for which does not exceed 2 percent of the value of the company’s property, determined on the basis of financial statements for the last reporting period (clause 3 of the Law on LLC "On approval of the Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders", order of the Federal Medical and Biological Agency of Russia dated September 1, 2011 No. 357 "On organizing work in the Federal Medical and Biological Agency to coordinate the commission large transactions to subordinate federal state unitary enterprises, as well as transactions related to the provision of loans, guarantees, obtaining bank guarantees, other encumbrances, assignment of claims, transfer of debt, borrowing and other transactions).

Thus, special legislation may establish stricter requirements for the procedure for approving a transaction than the Civil Code of the Russian Federation. For example, paragraph 3 of Article 45 of the LLC Law provides that the decision to approve a transaction must indicate the person or persons who are parties, beneficiaries in the transaction, the price, the subject of the transaction and its other essential conditions. While paragraph 3 of Article 157.1 of the Civil Code of the Russian Federation establishes that in consent to a transaction, it is sufficient to determine the subject of the transaction.

An interested party transaction that has not been previously approved is voidable and can only be declared invalid by a court decision based on the request of an LLC or its participant in the presence of the circumstances provided for in paragraph 5 of Article 45 of the LLC Law.

It is not necessary to approve an interested-party transaction in the following cases (clause 6, article 45 of the LLC Law):

if the company consists of one member who simultaneously performs the functions of a director;*

if all participants are interested in the transaction;

upon transfer to the company of a share (part of a share) in its authorized capital (in case of withdrawal of a participant, redemption of a share from a participant);

upon transfer of rights to property in the process of reorganization of the company, including merger agreements and accession agreements;

if these are transactions, the completion of which is obligatory for the company in accordance with the law and the settlements for which are made at prices determined by the authorized government body.

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, it is calculated what percentage should be under the loan agreement between legal entities.

How to draw up a loan agreement between legal entities

An 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 contract.

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.

One of the effective ways to raise funds for business development is a loan agreement. Between two organizations, such a document is drawn up much faster than a bank loan and has the advantage that, along with money, the subject of the loan can also take on a commodity expression. The borrower can receive from the lender several wagons of cement, fasteners, fuels and lubricants and other goods necessary for its current activities.

What is a loan agreement between legal entities

A similar form of legal relations between enterprises provides for an agreement under which one of the parties transfers, and the other takes ownership of money or goods. The loan agreement between legal entities additionally implies that:

• After the expiration of the established period, the borrowing organization must return the same amount of financial resources or valuables (the same amount of bricks, concrete blocks, etc.).
• Such a service may be paid in the form of a percentage. It is charged in the same units (that is, money or a specific product) as the loan.

Conditions of imprisonment

Legal requirements for processing a loan between two organizations have their own characteristics, which must be taken into account when drawing up official documents. It is not required to certify the agreement in a notary's office, but this can be done at the request of one of the parties. The legislation refers to the mandatory written form of the contract. If it is not executed, and the money (or commodity values) is transferred to the borrower, the tax authorities will consider this unjustified enrichment. A well-written document should:

• Include details of the parties.
• Comply with legal norms and requirements, be a multifunctional document that provides for all the features of the transaction.
• In order to avoid disputes, directly contain an indication of the compensation of the transaction - is it necessary or not to pay in the form of interest for the service provided.

The moment of entry into force of the treaty

The issuance and receipt of loans between legal entities has an important feature that distinguishes it from bank loans. The agreement comes into force only at the moment of delivery of money or goods from the lender to the borrower and is valid for the specified period. Such a document can be sealed in advance with the signatures of the parties. If for some reason the creditor does not transfer money or valuables, then the agreement is considered not to have entered into force.

Legal regulation

Legislative norms of contractual relations between legal entities when obtaining a loan are set out in Chapter 42 of the Civil Code of the Russian Federation (CC RF). Articles 807-813 address issues such as:

• the form of the loan agreement;
• obligations of the borrower;
• calculation of interest;
• challenging baseline conditions;
• consequences of default.

How to draw up a loan agreement between legal entities

In accordance with the law, there are special requirements for documenting such a transaction. The agreement must be made in writing. The content of this document is subject to special requirements, in the absence of at least one of the specified points, it may be invalidated:

• Amount of credit (given in numbers and words).
• The term for the return of funds received (if this item is omitted, then by default the loan must be returned after 30 days).
• Interest rate for use (it can be zero for a gratuitous loan).
• The order of repayment (partially or completely, is it possible to pay off ahead of schedule).
• Special conditions for issuance (availability of collateral, guarantors, etc.).
• Responsibility of the borrower (for example, the amount of the penalty).
• Details of the parties to the agreement.
• Date (in this case, the agreement enters into force from the moment the funds are transferred).
• Signatures of directors of both companies.

Subject of the contract

In accordance with applicable law, Several types of contracts between legal entities are possible. The most common are:

• Cash loan. With this service, one organization transfers to another for temporary use a predetermined amount of money. As a rule, this service implies payment - remuneration to the lender in the form of interest on the amount disbursed, which must be specified in the document. But a situation is also possible when an interest-free loan agreement is concluded between legal entities. This option of registration of the transaction, along with visible financial benefits, also brings special registration of tax payments and increased attention of regulatory authorities.
• Commodity loan. This type of loan implies that one person receives from another not cash, but material objects and also makes mutual settlements in them (for example, a construction organization receives 10,000 concrete blocks from a partner, and after 2 months, by agreement, returns to him 10,100 units of the same products).
• Loan in tranches. A feature of this type of loan is that the amount determined by the agreement is not issued at a time, but in parts as needed, and the borrower saves on paying interest. In fact, this service is identical to several issued loans, but it implies a simpler design, because the agreement is concluded here only once.

Rights and obligations of the parties

A careful study of the relevant articles of the Civil Code of the Russian Federation before a loan agreement between legal entities is signed will save the lender and the defendant from unpleasant surprises. One of the most common mistakes is the opinion that if the lending rate is not documented, then the loan received is interest-free.

The law is completely wrong. Article 809 of the Civil Code of the Russian Federation says that if the agreement does not contain an indication of the actual amount of interest, then they are equal to the refinancing rate of the Central Bank of Russia at the time the debt is paid. Payment for a loan service in this amount (for example, for April 2018, the indicated value is 7.25%) will not always be convenient for the borrower. It would be much better for him to specify in the agreement the rate in advance, or clearly indicate that the loan is interest-free.

Responsibility of the parties

A loan agreement concluded between legal entities must necessarily include a description of the sanctions that apply to the borrower in case of violation of the debt repayment terms. Depending on the terms of the transaction, the amount may be returned:

• entirely;
• in parts;
• with an initial payment of interest every month or quarter.

The amount of the fine depends on the amount of delay. It is beneficial for the borrower that the penalty calculation is carried out not for the entire loan amount, but only for the unpaid/delayed part. The specifics of such lending is that the conditions here are not as harsh as with bank lending, and often penalties are not appliedif the delay:

• has a short period (several days);
• is of a one-time nature;
• due to a good reason, and the creditor has no claims.

Force majeure and dispute resolution

Many borrowers believe that such a clause is necessary for the contract, because it once again protects their rights in the event of force majeure circumstances (natural disasters, social disturbances, etc.). But the usual reference to Article 401 of the Civil Code of the Russian Federation, which deals with force majeure circumstances and the responsibility of the parties to the transaction, will suffice. Wherein:

• If there are extraordinary and unavoidable circumstances that interfere with the performance of obligations, the party that has not fulfilled the obligation is considered innocent.
• The specified article of the Civil Code of the Russian Federation specifically emphasizes that the lack of money from the debtor cannot be qualified as a force majeure circumstance.
• The agreement may provide for the borrower's guilt in all cases of violations in the payment of debt (without any mitigating circumstances), but such a provision can be easily challenged in arbitration.

Termination of the contract

As a general rule, the obligations of the borrower are considered fulfilled at the time of the final payment of the debt (including if this is done ahead of schedule). In this state of affairs, the agreement terminates, but in some cases it can be terminated even before the loan is repaid. Such situations include violation of the terms of loan repayment, for example:

• delay in the terms of monthly contributions according to the schedule;
• refusal to pay interest;
• change of target conditions, etc.

Classification

According to chapter 42 of the Civil Code of the Russian Federation, loans between legal entities can be divided into several types. The classification takes into account different features (presence/absence of interest, the borrower's freedom to use funds, etc.), so the same agreement can simultaneously belong to several types. The table shows the classification according to legislation:

Interest-free loan agreement between legal entities

The design features of this document are based on Article 809 of the Civil Code of the Russian Federation. In this case, the contract is initially interest-free if:

• things are the subject of the loan;
• the loan amount does not exceed 50 minimum wages (SMIC);
• the receipt of funds is not related to commercial activities.

It will be convenient for the borrower to mention in the agreement the interest-free nature of the service. Otherwise, the creditor still has the opportunity to demand payment of interest at the refinancing rate of the Central Bank of the Russian Federation, which is why the debtor should think in advance about maximum security and prepare evidence of the gratuitousness of the transaction. There are no limits on such a service (except that you can transfer amounts not exceeding 100,000 rubles in cash).

If the amount of interest-free lending is equal to or exceeds 600,000 rubles, then, according to the law, such transactions are subject to mandatory state control. This is done in order to prevent the legalization of proceeds from crime, combat corruption and terrorism. One of the parties to the agreement must report the transaction to the Federal Financial Monitoring Service. At the same time, it is important that the constant issuance / receipt of interest-free loans implies careful state control, regardless of the actual amount of lending.

Interest Loan Agreement

In most situations, lending money or merchandise involves a reward. An interest-bearing loan agreement between legal entities implies payment for the services rendered in a predetermined amount (by default, the refinancing rate of the Central Bank of the Russian Federation is used). This implies an increase in the amount of debt by the amount of remuneration. Interest is calculated in the same funds/values ​​as the loan issued (for example, bags of cement or US dollars).

Cash loan between legal entities

This form of contractual relationship involves the issuance of funds for a certain period of time. The most common option is to charge an accrual fee for this service at a predetermined rate, but an interest-free loan is also possible. The amount of interest may not be specified (in this case, according to the law, the borrower may demand payments at the size of the refinancing rate of the Central Bank). In order to avoid misunderstandings, it is better for the parties to clearly state in the agreement the presence / absence of remuneration for the service.

Commodity loan agreement

An important condition for this form of agreement between legal entities is that the means of lending are not money, but material values ​​(construction equipment, spare parts, etc.). It is essential that the goods are transferred into the ownership of the borrower, and after the agreed period, he must provide the lender with identical objects (that is, the temporary use of the objects is excluded). Depending on the terms of the agreement, the repayment of the debt is carried out in the same amount or in an increased amount (with the addition of interest).

Loan agreement in tranches

In commercial activities, situations are possible when not the entire amount is required, but only a part of it (for example, a store for a weekly order and purchase of goods). In this case, it is unprofitable for the debtor to receive a loan in its entirety, because this will increase the accrual of interest on money that will not be used. The transfer of individual parts of the amount (tranches) will reduce the overpayment.

An option for this service would be to receive several loans as needed, but this is inconvenient due to the fact that each time you need to conclude a new contract. When lending in tranches, the procedure for signing it is carried out only once, and each new amount is drawn up as an additional agreement. Otherwise, the agreement has the same composition as for other types of loans between individuals.

Features of taxation

The loan agreement between legal entities has nuances in the execution of fiscal payments for each of the parties - these issues are regulated by the Tax Code of the Russian Federation (TC RF). According to article 146 of this document, funds provided in the form of a loan are not subject to taxation with fiscal payments. At the same time, situations are common when employees of the Federal Tax Service (FTS) see a profit (the so-called non-operating income) under an interest-free loan agreement due to unpaid interest, demanding payments from the saved amounts.

In practice, the borrower can oppose this requirement with the wording from Article 41 of the Tax Code of the Russian Federation, which states that income is a material benefit. It is problematic to establish it in case of savings, at an uncertain interest rate, therefore the recipient of the loan is exempt from income tax. In disputable situations, the issue should be challenged in court. Under a paid loan agreement, the amount of interest under the Tax Code of the Russian Federation is considered a payment for the service (it is charged to the expense account when compiling reports) and is also not subject to fiscal payments.

When lending in cash, in accordance with Article 149 of the Tax Code of the Russian Federation, the lender is exempt from value added tax (VAT). If the loan is issued in a commodity/material form, the payment of VAT is obligatory (it must be given in the issued invoice). The receipt by the creditor of interest from the loan issued implies the mandatory inclusion of them in the category of income with the payment of the income tax laid down by law.

Repayment procedure and payment of interest

A properly drawn up loan agreement between legal entities should contain a section that says how the borrower will pay. The most common is the option when the entire amount is paid at a predetermined interval, and accrued interest is added to it. But there may be other schemes, for example, the agreement does not set a strict deadline for the return of funds, and the creditor organization can claim the debt if necessary. As a general rule, the debt in this case must be repaid within 30 days.

The term of the loan agreement

This period is necessarily stipulated in the document regulating the financial relations of the parties, and is very important in the event of economic disputes regarding the return of debts. It should be borne in mind that the term of the contract is not counted from the day it is signed, but from the moment when the lender gives the borrower the required amount or the agreed quantity of goods. The validity period of this document ends with the end of payments on the loan received. The lender should be aware that the period of limitation under such agreements may not exceed 3 years.