When deciding to start a business, many beginners do not think through the financial issue. But in vain. As a result, they lack initial investment. But there is a way out. And this is not a loan from a bank, but a loan between legal entities. So what is this action and how to formalize it?
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Interest loan agreement between legal entities: sample
g. _______________ “__”___________ ____ g.
________________________________, hereinafter referred to as the “Lender”, (name of the organization) represented by _______________________________________________________, acting__ on the basis of __________________________________________, on the one hand, and _____________________ ________________________, hereinafter referred to as the “Borrower”, represented by _________________________ _______________________________________, acting__ on the basis of ______________________ ________________________, on the other the parties, collectively referred to as the “Parties”, individually “Parties”, have entered into this Agreement (hereinafter referred to as the Agreement) as follows:
Subject of the agreement (Sample loan agreement between legal entities)
1.1. The Lender transfers to the Borrower the ownership of funds in the amount of _____ (__________) rubles (hereinafter referred to as the Loan Amount), and the Borrower undertakes to return the specified Loan Amount together with the interest due in the amount and within the terms stipulated by the Agreement.
1.2. The interest rate under this Agreement is _____% of the Loan Amount in ____________________. (specify period)
Possibility to issue
A loan agreement can be concluded not only between individuals, but also between legal entities.
In this case, each party is guided not only by its own wishes, but also by the Charter of the organization.
It may limit the director’s independent decision-making and require the convening of a meeting of all founders to resolve this issue.
Otherwise, such an agreement may be considered invalid.
Procedure for provision
2.1. The Lender transfers the Loan Amount to the Borrower by transferring it to the Borrower's bank account specified in Section 9 of this Agreement. The date of transfer of funds is considered to be the date they are credited to the Borrower’s current account.
2.2. Confirmation of the transfer of the Loan Amount to the Borrower's bank account is a copy of the payment order with the bank's mark on execution.
2.3. The Borrower undertakes to repay the Loan Amount along with any interest due by “__”___________ ____.
2.4. The loan amount is repaid in accordance with Debt Repayment Schedule , which is an annex and an integral part of this Agreement (Appendix N ___).
2.5. The loan amount can be repaid by the Borrower ahead of schedule only with the written consent of the Lender.
The procedure for calculating and paying interest (Sample loan agreement between legal entities)
3.1. Interest for the use of the Loan Amount specified in clause 1.2 of this Agreement is accrued from the day following the day the Loan Amount is provided in accordance with clause 2.1 of the Agreement until the day the Loan Amount is returned in accordance with clause 2.3 of the Agreement, inclusive.
3.2. Interest for the use of the Loan Amount is paid no later than the _____ day of each month, starting from the month following the month of provision of the Loan Amount. Interest accrued for the last period of use of the Loan Amount is paid simultaneously with the repayment of the Loan Amount.
( Option: Interest for using the Loan Amount is paid simultaneously with the return of the Loan Amount.)
Taxation
If the loan provided was interest-free, then it is not subject to taxation, since it does not bring any material benefit to the lender.
An interest-bearing loan may be taxable because, as a result of returning the borrowed funds, the lender also receives additional profit in the form of interest.
The tax system may differ. According to Article 217 of the Tax Code of the Russian Federation, an individual must pay personal income tax, which also includes interest on repaid loans. Clause 1 of Article 224 of the Tax Code of the Russian Federation establishes that the amount of such tax will be 13%.
At the same time, individual entrepreneurs are exempt from paying personal income tax on income received through entrepreneurial activity.
The Tax Code of the Russian Federation does not provide a clear definition of what exactly constitutes entrepreneurial activity, therefore, in each such case, the ratio of interest received to income from business will still have to be justified somehow.
If this is possible, then the income will be taxed according to the simplified tax system.
Responsibility of the parties (Sample loan agreement between legal entities)
4.1. In case of failure to repay the Loan Amount within the specified period of clause 2.3 of the Agreement, the Lender has the right to require the Borrower to pay a penalty in the amount of _____% of the debt amount for each day of delay, but not more than _____% of the Loan Amount.
4.2. Collection of penalties does not relieve the Borrower from fulfilling obligations under this Agreement.
4.3. In cases not provided for by this Agreement, property liability is determined in accordance with the current legislation of the Russian Federation.
What are the types of loans for legal entities?
There are several criteria by which loan transactions made with the participation of legal entities can be classified.
These criteria are:
- the presence of additional payment for the very fact of providing a loan (interest-bearing or interest-free loan);
- availability of pledged property (with or without collateral);
- loan volume (large or microloan);
- loan repayment period (short-term or long-term);
- with or without a guarantor.
Let's consider all the criteria in more detail.
Interest and non-interest
Article 809 of the Civil Code of the Russian Federation provides that the loan agreement may indicate exactly what the loan is - free, when you only need to repay the loan amount, or paid, with interest.
At the same time, issuing an interest-free loan to a legal entity requires the mandatory inclusion in the contract of a clause stating that the lender will not require additional payment from the borrower for the very fact of providing this service, that is, it provides it free of charge.
Most often, an interest-free loan can be repaid within a period shorter than specified in the agreement, since this will not in any way affect the benefits of the lender, however, in some cases he may specify other conditions in the document.
If the loan must be repaid with interest, then it must be repaid strictly within the terms stipulated in the agreement; it can be repaid more quickly only with the consent of the lender.
Sample interest-free loan agreement.
Sample loan agreement with interest.
With and without collateral
It is usually impossible to borrow a large sum without collateral, since the person providing the funds wants certain guarantees of the return of the borrowed property.
Registration of a transaction with collateral means that, in case of violation of the terms of the transaction, the lender will receive certain property belonging to the borrower.
The corresponding clause must be written into the contract in all the smallest details, it must be clearly stated there:
- that the contract itself provides for the presence of collateral;
- the exact circumstances under which the borrower may be found to be in default of its obligations under the contract;
- property that will automatically become the property of the lender if the borrower violates the terms of the transaction.
If there is no clause stipulating collateral in the loan agreement, then there is no legal basis to talk about the mandatory transfer of this or that property in favor of the lender.
Sample pledge agreement.
Sample loan agreement with collateral.
Large and microloans
The division into large and microloans is quite arbitrary. It does not speak so much about the size of the proposed loan as about the conditions under which the corresponding transaction will be concluded.
Large loans usually require the provision of a large package of documents and loan repayment guarantees, but they are issued for a long period and offer reasonable interest rates.
Such transactions are most often concluded by large companies that take funds for various large-scale projects.
A microloan is the exact opposite. Consumer microloans can be issued in amounts starting from a thousand rubles, and the stipulated period for their repayment can be a matter of days.
Their main advantages are simplicity (no need for a lot of documents) and urgency of completing the transaction (no more than an hour), however, repaying such a loan will be very problematic.
Because of the urgency, lenders focus on high interest rates, the rate of which may be expressed not in annual, but even in daily rates.
Find out how pensioners can apply for an online loan on a card in the article: loans for pensioners online on a card.
Where to find money to borrow from individuals, see here.
Short term and long term
The topic of short-term and long-term loans is very close to the topic discussed in the previous paragraph. As a rule, the long repayment period stipulated by the contract implies a significant loan amount and a relatively low annual interest rate.
In short-term loans, the emphasis is on the urgency of both the issuance of the loan and its repayment, so large amounts are not provided here, but very high interest rates are provided.
If the agreement does not specify the terms for repayment of the loan, then the borrower is legally obliged to return the borrowed property to the lender within 30 days after the corresponding request.
Sample long-term loan.
Sample short-term loan.
With a guarantor
The loan agreement may indicate that the borrower has a guarantor. This usually means that the guarantor, in the event of any breach of contract on the part of the borrower, is obliged to fulfill his obligations.
In this case, the guarantor plays the role of a backup creditee - he must also provide documents on his solvency.
If the transaction requires the presence of a guarantor, then the contract must indicate:
- that the transaction has a guarantor;
- his contact details;
- the exact conditions under which he is obliged to assume the borrower's unfulfilled obligations (for example, if the borrower was unable to repay the funds due to proven force majeure, then the guarantor may be exempt from repaying the loan).
Sample surety agreement.
Force Majeure (Sample loan agreement between legal entities)
5.1. The parties are released from liability for failure to fulfill or improper fulfillment of obligations under the Agreement due to force majeure, that is, extraordinary and unpreventable circumstances under the given conditions, which mean: ___________________________________
__________________________________________________________________________.
5.2. If the circumstances specified in clause 5.1 of the Agreement occur, the Party is obliged to notify the other Party about them in writing within _____ (__________) days The notice must contain information about the nature of the circumstances, the expected duration of their validity and termination.
5.3. If a Party does not send or untimely sends the notice provided for in clause 5.2 of the Agreement, then it is obliged to compensate the other Party for losses incurred by it.
5.4. In cases of the occurrence of circumstances provided for in clause 5.1 of the Agreement, the period for fulfilling obligations under the Agreement is suspended for the time during which these circumstances apply.
5.5. If the circumstances listed in clause 5.1 of the Agreement continue to apply for more than _________________________, then each of the Parties has the right to terminate the Agreement early.
Nuances when drawing up
When drafting a loan agreement and its execution, there are certain nuances unique to this type of financial transaction:
| Form of compilation | Russian legislation obliges legal entities (organizations, companies, enterprises, etc.) to formalize all their financial relations in writing, as well as with mandatory reflection in accounting accounts. That is why a loan agreement between legal entities cannot be based only on oral agreements. A document drawn up in accordance with all the rules of civil legal proceedings is required. |
| Transaction amount | Unlike agreements with individuals (legislation limits the maximum possible loan amount to 50 times the minimum wage), legal entities have complete financial freedom of action. Their deals can be either minimal (50,000-300,000 rubles) or very substantial (from 1,000,000 rubles to infinity) |
| Currency | legal entities have the opportunity to borrow funds from each other in any convenient currency. A mandatory condition for such transactions is the indication of the exchange rate at the time of execution of the loan agreement. The law states that monetary obligations must be expressed in rubles (Article 140 of the Civil Code of the Russian Federation). This is necessary for an objective recalculation of the amount at the time of repayment of the debt, because in the case of long-term loans, currency fluctuations can be significant |
| Percent | Russian legislation allows for borrowing transactions with or without remuneration for the use of funds. That is, the loan can be either interest-bearing or interest-free. In the case of the latter, the law obliges the parties to the agreement to make a note in the text of the agreement that it is interest-free (the agreement is interest-free, no interest is charged for the entire period of use of borrowed funds, etc.). Otherwise, the agreement will be considered interest-bearing and the amount will be calculated based on the refinancing rate of the Central Bank of Russia in effect at the time of conclusion of the agreement |
| Taxes | Taxation in the Russian Federation is simple and without tricks. If there is profit received as a result of providing your own funds or other material assets (interest on a loan), pay income tax. If the loan is interest-free, then taxation bypasses both the borrower and the lender |
Legal regulation
The Civil Code of the Russian Federation defines that a loan is an agreement between legal entities or individuals, on the basis of which one party transfers funds or other material assets, and the second undertakes to return them strictly within a specified time.
It is also permissible to vary the various conditions of such an agreement:
- Presence/absence of interest for the use of borrowed funds.
- Duration of the loan.
- Amount borrowed.
- The procedure for receiving and repaying debt, etc.
The subject of the contract may be the following material assets:
- cash (in Russian or foreign currency);
- securities;
- precious papers or stones;
- objects of art;
- fuel, raw materials;
- any goods, Russian or foreign production.
Also, the Civil Code of the Russian Federation establishes the moment when a debt agreement on a loan comes into force - the transfer of money. If the agreement has been signed, but the subject of the agreement has not yet been transferred to the borrower, such a document is not legitimate.
Video: loan agreement between legal entities
Requirements for participants
Despite the fact that any legal entity can be parties to a loan agreement, there are certain mandatory requirements:
| Lender | the only requirement that is put forward in relation to the creditor is the right of ownership of funds or other material assets appearing in the agreement. If a legal entity transfers money or things that do not belong to it under an agreement, this not only automatically turns the transaction into a void one, but also threatens with serious problems with the law |
| Borrower | The requirements for borrowers are slightly greater. The main ones are:
|
Amendment and early termination of the agreement (Sample loan agreement between legal entities)
7.1. Any changes and additions to this Agreement are valid if they are made in writing and signed by duly authorized representatives of the Parties. The corresponding additional agreements of the Parties are an integral part of the Agreement.
7.2. All notices and communications under the Agreement must be sent by the Parties to each other in writing.
7.3. The Agreement may be terminated early by agreement of the Parties or in another manner and on the grounds provided for by the current legislation of the Russian Federation.
Debt forgiveness
Article 415 of the Civil Code of the Russian Federation allows the lender to forgive the loan provided, that is, not to demand its return in cases where its return was initially provided for in the loan agreement.
This article does not contain restrictions regarding lenders or borrowers, but requires mandatory documentation.
In this case, the lender, even after drawing up such a document on loan forgiveness, has the right to change his mind and still demand repayment of the debt through the court, but in this case he will have to justify such a drastic change in his own logic.
Sample agreement on loan forgiveness for a legal entity.
Thus, granting a loan seems to be a simple procedure only at first glance. Like any other transaction, it requires great attention to the smallest details and knowledge of various legal subtleties. For proper legislative registration of the loan, it would be better to contact professional lawyers.
24-hour loans on a card urgently and without checking your credit history can be obtained from the article: loans on a card urgently without checking your credit history. You can find a sample loan secured by special equipment on the page.
Is it possible to find a loan on Qiwi from a private person?
Final provisions (Sample loan agreement between legal entities)
8.1. This Agreement comes into force from the moment the Loan Amount specified in clause 1.1 of this Agreement is credited to the Borrower’s bank account specified in section. 9 of the Agreement.
8.2. This Agreement is valid until the Parties fully and properly fulfill their obligations under the Agreement.
8.3. For all other issues not regulated by this Agreement, the Parties will be guided by the current legislation of the Russian Federation.
8.4. This Agreement is drawn up in two copies having equal legal force, one copy for each of the Parties.
8.5. Applications:
8.5.1. Debt repayment schedule (Appendix N ___).
Addresses, details and signatures of the parties
The parties write down their details in detail at the end of the agreement on the last page. Signatures of the parties.
