One-day firms: is it worth waiting for relief from the tax authorities? How now to collect a dossier on a contractor New documents came up with tax authorities dossier on a contractor

Contractors began to deliberately request piles of papers under the guise of due diligence. Information from documents is used to use company secrets or to lure valuable employees to themselves. The UNP editorial staff, together with lawyers, compiled a list of documents that should not be handed out.

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Ideal waiver in case the counterparty requires extra documents

Do not comply with dangerous requests from counterparties

True Stories: How Excessive Openness Harmed Companies

The counterparties issue an ultimatum: refuse the deal or reveal all the secrets of the company. But you shouldn't fall for tricks. If you submit some documents, the company will face fines or losses. Find out what documents are dangerous to give to partners on demand.

Copy of the director's passport

Contractors ask for a copy of the director's passport - usually a spread with a photo and a page with registration. Partners want to make sure the leader is real.

Passing out copies of your passport is dangerous. If a copy falls into the hands of fraudsters, they can, for example, issue a loan to the manager. Therefore, managers do not agree to provide a copy of the passport. And the document can only be transferred with the personal consent of the director ( clause 1 of Art. 6 of the Federal Law of 27.07.2006 No. 152-FZ). Otherwise Roskomnadzor will fine the company up to 75 thousand rubles. ( h. 2 tbsp. 13.11 Administrative Code).

In order not to argue with the counterparty, explain to him that he can check the director using other documents. And the company is ready to provide them (see table). For example, the authority of the manager will confirm the decision on the appointment and the extract from the company's charter. Also, a future partner can receive a free extract from the Unified State Register of Legal Entities according to the company's TIN and see information about the director in it.

What to offer the counterparty in return for the securities he wants to receive

SZV-M and 2-NDFL

Contractors are interested in the company's labor resources. After all, if they are not there or not enough, then it is risky to conclude an agreement - the inspectors recognize the deal as fictitious. This means that the counterparty will be charged with expenses and VAT deductions.

To protect themselves, future customers are asked to provide SZV-M or employee income statements. So the counterparties want to make sure that the company has the right number of employees, the organization pays them, transfers fees and personal income tax for them. This means that the employees are really working. But do not rush to fulfill the request of the counterparty.

The reports contain personal data of employees - full name, SNILS and TIN, as well as information about the size of the salary. By law, in order to transfer this information to a partner, the company must obtain the consent of each employee (Art. 6 , 7 Law No. 152-FZ). Otherwise, Roskomnadzor will issue a fine to the company - 75 thousand rubles, and the director or chief accountant - 20 thousand rubles. ( h. 2 tbsp. 13.11 Administrative Code).

Explain to the counterparty that getting written consent from each employee in order to provide their details to a specific company is a laborious task. Especially if there are many employees involved in the execution of the contract. Offer your counterparty a replacement document instead of SZV-M. For example, a certificate of the average payroll or 6-NDFL.

Using these documents, he will check the number of employees and their salaries, but the data will be for the company as a whole, and not for individual employees. 6-NDFL - quarterly reporting, so you can give fresh information.

Employment contracts

Future customers to check a counterparty request information about its employees. For example, their employment contracts, diplomas, certificates, personal and contact information. Customers want to make sure that the company does the job professionally. But usually they are not interested in ordinary specialists, but highly qualified ones. Passing information about them is dangerous.

Employers are familiar with such a technique as “ hunting". Competitors entice valuable employees from each other. It is possible that the real purpose of the negotiations is not a deal, but a dishonest acquisition of experienced specialists.

An imaginary customer will scout out the conditions under which your employee is employed and will offer him the best salary, social package, or a convenient schedule. Therefore, you should not provide the counterparty with the contact details of employees.

You cannot prohibit your specialists from working for a competitor even after they leave the company ( letter of the Ministry of Labor dated 19.10.2017 No. 14-2 / \u200b\u200bB-942). If you write such a ban in your employment contract, you will violate the constitutional rights of workers. And for this, a fine of 50 thousand rubles is possible. ( h. 1 tbsp. 5.27 Administrative Code).

In order not to fulfill the request of the counterparty, refer to the confidentiality of personal data, because of which you cannot give paper ( art. 7 of Law No. 152-FZ). But if the partner is persistent, then sign an agreement with him to prohibit poaching each other's employees - “ non-solicitation agreement».

Reflect the compensation clause in the document. If the future counterparty violates the contract, then the company will have at least the money for an expensive selection of a replacement for a key employee.

Dossier on partners

Tax authorities check transactions where third-fourth-tier interdependent partners are involved. If the inspectors find a connection with a one-day trip, then they withdraw expenses and VAT deductions. Companies do not want to take risks and ask for securities on the counterparties of their direct supplier. For example, letters of recommendation or a dossier for a partner.

The counterparty may be a dishonest competitor. It is possible that he will, bypassing the company, conclude deals with its suppliers directly. It is impossible to prevent the counterparty from doing this. And the company will lose profit. Therefore, it is safer not to disclose unnecessary information about yourself and your partners.

Provide the counterparty with a letter of guarantee that the company and your partners are real organizations (see. UNP No. 7, 2018). Promise in the contract to reimburse property losses if, through your fault, the counterparty loses VAT deductions. With such a document, the future partner should have no doubts about your integrity.

Lease contract

The inspectors recognize the deal as fictitious if they do not find the company at the legal address. In this case, both partners are at risk. It is logical if the counterparty asks for a lease agreement. But you shouldn't make concessions, it's dangerous to give information about the landlord.

A contract is an agreement of partners, each of which assumes obligations ( art. 420 GK). In this case, the parties have the right to set prices, terms and other conditions. It is risky to disclose this information to outsiders, including other counterparties. After all, the company discloses not only its own, but also someone else's trade secret ( sub. 4 p. 2 art. 6.1 of the Federal Law of 29.07.2004 No. 98-FZ). Because of this, the landlord may incur losses and go to court to recover them from the culprit.

There are tax risks... The counterparty at the check can pass your agreement with the landlord to the inspectors as proof of their own discretion. If rental payments are below market prices, then tax officials may be interested in your deal. Then both the company and the landlord will be on the list of candidates for verification. Tax officials will start looking for schemes from you.

Instead of a lease, submit a letter to your counterparty. Ask your landlord in advance. Let him confirm that he is the owner and lease you an office for a long time. This will convince the counterparty that the company is real and will fulfill its obligations under the transaction.

For a partner, you can make an extract from the lease on some points. Make a note of the address and the prohibition on disclosing the terms of the deal to other organizations. Certify the statement not only with your signature, but also with the signature of the landlord. This should convince the counterparty of the validity of the address.

VAT declaration

The company transfers information from the purchase and sales ledger to the VAT declaration. Therefore, the reporting shows all information about the sale of goods, works or services, as well as the company's spending for its own consumption. Therefore, the VAT declaration should not be disclosed even to trusted counterparties.

From section 8, a partner can find out about suppliers, amounts and dates of their deliveries, and from section 9 - information about customers. He can use this information for personal gain. For example, entice regular customers.

In order not to disclose all statements, give the counterparty only title page and section 1, which reflects the total amount of VAT for the period. If he will require the declaration in full, justify your refusal.

The arguments are as follows. Firstly, the reporting contains information that is classified as a trade secret. Secondly, the declaration includes data on transactions of past periods, when there were no transactions with the counterparty yet. Therefore, old declarations cannot be a guarantee of VAT deduction from the counterparty.

Instead of a declaration, you can send the counterparty a receipt confirming its acceptance by the inspection. This will confirm that you are submitting on time tax reporting.

Balance sheet for account 01

Counterparties want to be sure that the company has a sufficient material base to execute the transaction. Therefore, future partners demand to show how much the organization has machines, equipment, real estate, etc.

Information about the company's assets is reflected in the registers on account 01 "Fixed assets". But the company can rent property and account for it off the balance sheet. Assets in leasing are also reflected if they are on the lessor's balance sheet before the redemption. In addition, the accounting department does not want to submit balance sheets to the counterparty. Accounting registers are not excluded from trade secrets (Art. 4 , 5 Law No. 98-FZ).

Provide the counterparty with a certificate of the availability of only those fixed assets that are needed to complete the work on the transaction. Otherwise, the partner will not appreciate your capabilities. There is a risk that he will choose a competitor.

Ideal waiver in case the counterparty requires extra documents

What is the problem: counterparties are overly cautious when choosing a partner and ask for documents with company secrets. You can refuse to give papers, but not break off relations with the counterparty.

Counterparties began to thoroughly check partners before a deal to protect themselves from claims from the inspection. Therefore, buyers ask for piles of papers. Moreover, they are interested even in those documents that contain commercial, banking and tax secrets. Companies are faced with a choice: to provide information to a counterparty or to deny classified information.

A rejection can derail a deal, especially if the order is large and the company has many competitors. Therefore, it is worthwhile to delicately respond to the request to the counterparty in order to maintain reputation and not declassify information about yourself. Lawyers offer different ways.

One option is to compromise on the principle of reciprocity. That is, the company gives the counterparty exactly as many documents as he submitted himself.

Another option is to make a dossier on yourself in advance. Explain to counterparties that you provide everyone with the same information and do not create special conditions for anyone. That is, you are acting on the principle of pure competition. This will give the company credibility and convince the counterparty of your integrity.

If the counterparty insists, write him a reasoned refusal. Explain the reason why you are not giving the paper. In the text, refer to laws that prohibit the disclosure of secrets. For example, if the counterparty asks for a copy of the director's passport or SZV-M, then refer to the requirements for the protection of personal data ( art. 6 of the Federal Law of 27.07.2006 No. 152-FZ). The counterparty should understand from the letter that it is impossible to disclose SZV-M without the consent of the company's employees, and getting it is a laborious task.

If the counterparty requests a lease agreement, information about the landlords of offices, buildings, warehouses or other premises, then this is a commercial secret ( clause 2 of Art. 3 of the Federal Law of July 29, 2004 No. 98-FZ). Therefore, you can give this information only with the consent of the partners. How to compose an answer, we have shown on a sample.

Reasons for refusal Argument refusal by reference to laws. This will convince the counterparty that the company is deliberately not hiding anything, but only complies with the mandatory requirements Documents on request Documents that do not contain secret data are safer to present to the counterparty. Otherwise, he will consider that the company is not interested in the deal, and will turn to competitors

Do not comply with dangerous requests from counterparties

What is the danger: counterparties deliberately ask to deviate from the terms of the transaction in order to obtain benefits. The UNP editorial office found out which requests it is better to refuse to the partner.

All conditions for the transaction are prescribed in the contract. Fulfilling the other desires of the counterparty is not necessary, and sometimes even dangerous.

Pay off debt to someone else's creditor

The company runs the risk if it pays for the goods by paying off the supplier's debt to its creditors. Moreover, when there is no such condition in the contract.

If the deal with the counterparty fails, then it will be difficult to return money from someone else's creditor even through a court. Companies are denied a claim. The judges decide that the creditor is not obliged to verify the intentions of the one who settles the debt for his supplier ( determination of the YAC of 23.06.2014 No. BAC-7103/14).

: Explain that the company is not obliged to transfer money to an unknown creditor if there are no conditions in the contract. But if you're worried about losing your partner, compromise.

Ask the counterparty for an official letter, where he personally asks to transfer money for your delivery to creditors. The letter must contain the amount of payment, the details of your contract, act, invoice for the supply of goods. The information is necessary to prove that the supplier asked you to transfer the payment for the goods, but not to him, but immediately to the creditor.

Split one delivery into several small ones

Counterparties are asked to conduct one large transaction on documents as several small ones. For example, stretch the delivery over two, three, or even four quarters, but only on paper. But in reality they want to receive all the goods at once. Most often, budgetary organizations make such requests. They have the right to purchase from a single supplier, if the contract price is not more than 100 thousand rubles. ( p. 4 h. 1 art. 93 of the Federal Law of 05.04.2013 No. 44-FZ). Therefore, they ask to split the deal, but the goods are taken away immediately, and the documents are signed only for a part.

If there is a dispute over payment, it will not work to recapture the cost of the entire delivery in court ( resolution of the Arbitration Court of the Moscow District of 13.12.2017 No. F05-18005 / 2017).

There are also tax risks. If the inspectors take an inventory and do not find the goods, they can accuse the company of hiding the proceeds. This means that there is a risk of additional charges of income tax and VAT.

How to refuse a request to a counterparty: Explain to him - FAS can prove that the transaction is over 100 thousand rubles. Then the counterparty's directors will be fined for violating the rules of contract procurement ( fAS letter dated 25.04.2017 No. RP / 27902/17, part 2.1 of Art. 7.29 Administrative Code).

Correct the dates in the document to earlier

For example, a counterparty asked to change the date from April to March. If you use the simplification, there are no risks. The company determines income on a cash basis, and the date in the act does not affect income ( clause 2 of Art. 346.17 NK). On general regime the company will need to adjust the VAT and income tax amounts. And this is an extra job for the chief accountant.

change dates to another reporting period may raise suspicion of falsification of documents. Tax authorities can deprive the counterparty of expenses and deductions.

Transfer old debts to a new organization

If the counterparty closes the LLC every three years and asks to transfer debts to the successor, then there is a risk that the debts will not be returned. This is done by organizations that are hiding from audits. This means that the counterparty is not respectable.

In the event of an audit, the tax authorities will have claims against you. For example, if you wrote off your debts as bad. Inspectors will ask why you lost the right to collect debt, and they will check the counterparty himself. If the arguments are unconvincing, then the inspectors will charge additional taxes ( resolution of the Arbitration Court of the Volga District dated 01.12.2017 No. F06-27193 / 2017).

How to refuse a request to a counterparty: send a claim to the counterparty with a demand to pay. If he doesn't answer, go to court.

Issue a revised invoice instead of a corrected one

Changing a corrected invoice to a corrected one is dangerous. Even if this is a request from a trusted counterparty.

Both counterparties correction invoices has the right to claim a deduction, but only in different cases: the supplier - when the price decreases, and the buyer - when the price increases. Since they have drawn up the wrong invoice, the tax authorities may decide that there is no basis for a deduction. In addition, inspectors will charge a fine for gross accounting errors.

How to refuse a request to a counterparty: send the counterparty a letter explaining the risks to both parties. When prices change, draw up an adjustment invoice. But if the counterparty is not satisfied with this document, then each corrected invoice should be accompanied by a letter stating that there was an error in the original document. In this case, do not sign an agreement to change the delivery price.

True Stories: How Excessive Openness Harmed Companies

Where is the danger: counterparties use company secrets to gain their own benefit.

Competitors and fraudsters extract information about companies in order to use them for personal gain. We learned real stories of how organizations suffered because they gave unnecessary information about themselves.

UNP Council: it is dangerous to distribute personal contacts of employees, they can be enticed by competitors. Therefore, place only corporate details on business cards and flyers. And agree with leading competitors that you will not poach employees from each other.

UNP Council: keep your customer transactions secret or you will lose them. Counterparties engage in unfair competition. They use information from contracts and account statements. For example, to send out your sales pitch.

UNP Council: make sure that your dossier for your own company does not include personal information of employees. The data is used by fraudsters, for example, to issue loans, open a fly-by-night.

UNP Council: account information is a banking secret that is dangerous to disclose to partners ( art. 26 of the Federal Law of 02.12.1990 No. 395-1). If the counterparty asks to confirm that the company will be able to complete the transaction, give him a replacement document. For instance, balance sheet or a guarantee.

The inspectors' approach to tax audits has changed. Farms will be deprived of expenses and deductions due to an unscrupulous counterparty. Therefore, it is safer to collect a dossier on a contractor before concluding a contract.

An extract from the Unified State Register of Legal Entities alone is not enough. The editors have prepared a checklist for a full check of counterparties. It is not necessary to break through all the counterparties in a row on this list - each needs an individual approach. Details are below.

• Important article:

What to ask the counterparty

Many companies have already developed a tradition to request standard documents from counterparties: articles of association, certificates of state registration and tax registration, an order to appoint its director, etc. This information really needs to be collected, but it is not enough.

Also ask for an extract from the Unified State Register of Legal Entities or download it for free on the FTS website. Inspectors now add records of inaccurate company information to the statement. We talked about this in more detail in No. 10, 2017, p. 65. Check if there are any such marks in the statement of your counterparty. If so, find out what it is connected with, and recommend clarifying the data. Only after that start cooperation.

Tax authorities are now checking companies for the availability of the necessary resources - production equipment, qualified personnel, experience. Pay attention to this and you.

After all, even the judges agree with the tax authorities that it is not enough to check only the legal status of the counterparty under the Unified State Register of Legal Entities for due diligence (resolution of the Arbitration Court of the North-West District of September 21, 2017 No. F07-9897 / 2017)

What documents in the dossier for the counterparty to issue independently

To request all the necessary documents from the counterparty and not miss anything, use the checklist. You can copy it and distribute it to managers or take a list of documents from the checklist and make a request for a new company. It is not necessary to check all contractors against this list.

Inspectors will not pay attention to minor and one-time contracts. It is better to spend time on counterparties with whom you enter into contracts for large amounts.

Some experts mistakenly believe that the more documents a company collects about a counterparty, the better. But this is not the case. If the counterparty did not actually execute the transaction, the stacks of securities will not help save deductions and expenses. On the contrary, for inspectors it is a signal that the actions of the company and contractors are in agreement.

Checklist that will help to form a dossier on a counterparty

To make it clear to all employees how to work with future counterparties, approve the regulations.

Sample. Counterparty verification regulations

This document is useful not only for the internal purposes of the company, but also for tax audit... After all, the FTS advises the tax authorities to find out who and how in the company chooses counterparties and concludes agreements with them (letter of the FTS of Russia No. ED-4-2 / \u200b\u200b13650 dated July 13, 2017).

But the regulations by themselves will not save the farm from the claims of inspectors. It is necessary to show the tax authorities that the company fulfilled it - received and checked those documents and data on contractors, formed a dossier on the contractor.

The Federal Tax Service accused the subordinates of the fact that they could not prove the schemes and imaginary transactions, because they formally collect evidence (letter dated 23.03.2017 No. ED-5-9-547 / @). Therefore, the service demanded to request information from companies about the criteria by which they chose partners and why they chose these suppliers.

We have put together a visual checklist of what inspectors may ask for during inspections (see below).

In this article, you will learn:

1. What documents will be required by inspectors to calculate imaginary transactions
2. Can tax authorities request business correspondence
3. Do photographs and passes confirm the reality of the transaction?

Now the company must not only check each counterparty, but also select him among other potential partners and justify why he is the best. A new function in the "" service will prepare evidence for tax authorities in 2 clicks - the service will find 30 companies from which you allegedly chose. A complete dossier for any supplier can be formed in a minute. Access the service and print the monitoring results in Excel format.

Memo for the director. What information and documents to collect before the transaction

Show the memo to the director so that he, too, knows what information to collect before closing the deal.

Extract from the Unified State Register of Legal Entities

For any transaction, ask the supplier for an extract from the Unified State Register of Legal Entities or EGRIP. The extract will confirm that the company is officially registered and valid on the date of the contract.

Even if tax inspectors remove the costs of the transaction, in combination with other documents, an extract from the state register will allow them to be protected (resolution of the Arbitration Court of the Ural District of 01/18/2016 No. F09-10478 / 15).

If the counterparty does not want to provide an extract from the Unified State Register of Legal Entities or USRIP, order it yourself from the tax office - on paper or at egrul.nalog.ru. A paper statement costs 200 rubles, but it is more reliable. There is no section in the electronic statement where the tax office marks fictitious data about the organization or individual entrepreneur - fake addresses, imaginary directors (letter of the Federal Tax Service of Russia dated 02.09.2016 No. ED-3-14 / 4045 @).

Representative credentials

Take a copy of the charter, power of attorney and passport from the representative. If the contract is signed by the director himself, ask for the protocol of election or the decision on the appointment. The documents will confirm that the representative is entitled to act on behalf of the company.

We also advise you to check if the director was removed from office. You can request an official certificate from the IFTS. Or look for yourself the information on nalog.ru in the register of disqualified. Take a screenshot of the screen and certify it as a regular copy (letter from the Federal Tax Service of Russia dated March 31, 2016 No. SA-4-7 / 5589).

If you sign an agreement with a disqualified executive, the tax authorities will deny the company the expenses, and the judges will support the inspectors (ruling of the Federal Arbitration Court Central District dated 03.06.2014 No. A64-5102 / 2013).

Partner resource information

Find out where the counterparty actually operates. Ask him for a letter with the real addresses of offices, warehouses, retail or industrial premises. Visit the territories and take pictures of them. Attach photos to your transaction documents. If it is not possible to make a personal visit to a partner, request pictures by email. So you prove to the tax inspectors that the counterparty is real, it manufactures products, sells goods, provides services that you buy. This means that the deal cannot be imaginary. With such evidence, the courts side with the companies (ruling of the Arbitration Court of the Central District of 05.04.2017 No. F10-207 / 2017).

From judicial practice

In several disputes with tax authorities, thanks to photographs, the companies were able to prove that the transactions were real and they did not work with fly-by-night.

Business correspondence

Tax officials are confident that firms always discuss the terms of the contract in writing. Therefore, collect all letters in which you discussed a future deal with the counterparty, requested documents from him, etc. Print letters or take screenshots. It is better to create a separate file or folder for each supplier and attach all the important information.

If you do not submit business correspondence with the counterparty to the tax office, the controllers will consider the transactions unrealistic. And the judges will support them (ruling of the Arbitration Court of the Moscow District dated 08.02.2017 No. F05-22343 / 2016).

Five ready-made arguments to defend costs in court

If the tax authorities do not have enough information about the counterparty and they consider the transaction invalid, these are arguments for the courts.

1. The tax authorities themselves purchased the goods from the counterparty. The supplier had a mass address, he did not report to the IFTS. But together with the company the tax inspectorates bought stationery from the supplier. This helped the organization to prove the reality of the transaction (ruling of the Arbitration Court of the North Caucasian District dated May 31, 2016 No. F08-1131 / 2016).
2. The partner started working long before the deal. The counterparty had a small staff, little equipment, and paid minimal taxes. However, the client had registered 19 years before the deal. Therefore, it cannot be considered a one-day event (ruling of the Arbitration Court of the Volga Region dated 09.29.2016 No. F06-13160 / 2016).
3. The director received a salary. Supplier executives did not admit they worked for their companies. But according to bank statements, the generals received salaries from these firms. So they were in them. Therefore, the transaction is real (ruling of the Ninth Arbitration Court of Appeal dated 12.09.2016 No. 09AP-38905/2016).
4. The inspectors had no previous complaints against the suppliers. The company has been working with a supplier for a long time, there were no questions from the tax authorities. Therefore, the transaction is valid (resolution of the Ninth Arbitration Court of Appeal dated August 24, 2016 No. 09AP-35341/2016).
5. The court has already recognized the counterparties as good faith. This means that there should be no claims against them (Resolution of the RF Armed Forces dated 07/08/2016 No. 306-KG16-8099).

Personal contacts and appointments

Collect all the documents that will confirm your personal meetings with the counterparty. For example, passes to the counterparty's office, joint photographs, minutes of negotiations, employee reports, as well as travel documents. They indicate that the workers went to the site. This means that they interacted with a partner. Hence, the deal cannot be imaginary. And the reality of the transaction is confirmed by the fact that the counterparty paid taxes, paid salaries to employees, worked with profit, its assets grew (ruling of the Arbitration Court of the Moscow District dated 03/09/2016 No. F05-1148 / 2016).

Before you start working with IP, use our advice in the article

1. Collect documents that prove that you found a profitable supplier and checked it before the deal.
2. Submit to inspectors upon request all documents for the counterparty - copies of powers of attorney, business correspondence, photographs. Otherwise, the controllers will doubt the reality of the transaction.
3. Rely on court practice to prove the supplier's reliability. The arbitrators take into account the decisions of other courts.

Recently, the so-called "due diligence in choosing a counterparty" has become a very topical issue from the filing of the tax authorities. After the loud Resolution of the SAC (http://base.consultant.ru/cons/cgi/online.cgi?req\u003ddoc;base\u003dLAW;n\u003d63894) this phrase is now known to almost every taxpayer. Although the concept itself is not defined anywhere - you will not find it either in tax legislation or in civil law.

What needs to be done, what documents to request from the counterparty and how to form such a dossier in order to prove the manifestation of such prudence in the event of claims from the tax authority or in court proceedings.

• Current extract from the Unified State Register of Legal Entities (30 days)
• Tax Registration Certificate (TIN)
• State Registration Certificate (OGRN)
• Licenses or special permits

The documents are requested in copies certified by the signature of the head of the counterparty and the seal. They are filed into a folder (create a standard “Contractors” folder, with a breakdown for each) and are stored for 4-5 years (as well as accounting and tax documents).

If the agreement (contract) is not signed by the head (the executive body having the right to act without a power of attorney), then the authorization will be confirmed by the original or a certified copy of the power of attorney. The power of attorney must indicate the validity period and authority of the signatory - check if he has the right to conclude such a deal.

Also, orders on the appointment of authorized persons or powers of attorney for the right to sign should be requested if the primary accounting documents (especially for invoices) are not signed by the CEO or the chief accountant. The specific type of documents must be indicated in the power of attorney. They are attached to the same folder for the corresponding counterparty.

If the counterparty does not submit documents upon oral request, we advise you to request them by an official letter with acknowledgment of receipt. Even if the counterparty does not answer (and he does not have such a duty), then the dossier will contain a supporting paper. And you can independently check the registration and tax registration of the counterparty using the services on the FTS website.

In some cases, they try to request accounting and even tax reports, as well as copies of the passports of managers and chief accountants. However, your partner has every right to refuse to provide you with such information. What happens most often. At the same time, if you yourself work with some large government customer, such a refusal on your part can negatively affect the outcome of the negotiations and disrupt the planned deal.

We advise you not to collect all the information on all, but cross out, for example, one-time suppliers or contractors. Set (by order for the company, for example) some minimum transaction amount for which you will collect the dossier on the counterparty, and so on. For example, one should probably not insist on providing all of the above documents from Gazprom. But the more documents from dubious suppliers are, the better. If you see that the supplier is questionable - ask for a copy of the passport of the manager, chief accountant, accounting statements for the last couple of reporting periods (with a tax stamp of acceptance). For such suppliers, additional supporting documents can be attached - an extract from the visitor register, a copy of a car pass, i.e. additional evidence that representatives of the counterparty were present at the negotiations.

All of the above cannot give you a 100% guarantee that no claims will be brought against you from the tax authorities, but it will give additional arguments in disputes with them, including in the courts.

You can also use the service of the Federal Tax Service of the Russian Federation "Check yourself and the counterparty" http://egrul.nalog.ru/

On-line, you can find out if information about the counterparty has been entered in the Unified State Register of Legal Entities, mass addresses and other useful information.

Any entrepreneur or leader commercial organization worried about these FIVE QUESTIONS:

- How not to get caught at work with ephemeral?

- HOW to correctly maintain the dossier of the counterparty?

- HOW to exercise and prove due diligence when selecting counterparties?

- HOW to win a tax dispute?

- HOW not to become the object of close attention of operatives.

ANSWER HERE! ONLY THREE RULES AND ONE CAUTION!

There are only three simple rules that must be followed so that something that none of us does not want to happen ... Tax disputes with the tax office are not the best time in life. Judicial practice shows that arbitration courts resolve cases not in favor of the taxpayer when it comes to interaction with ephemeral ones.

WARNING!

If you are caught at work with a one-day job and could not prove the reality of financial and economic activities, conscientiousness and due diligence, you will probably lose, you will be charged additional taxes, penalties, fines, and in case of non-payment of tax, a criminal case will be initiated.

Therefore, in advance, exercise this very due diligence and collect evidence - when concluding contracts, demand from your subordinates or follow these rules themselves.

THREE RULES:

1. COLLECT CONTRACTOR INFORMATION.

When concluding an Agreement, ask a new counterparty, or collect the following documents independently certified by the seal of the organization and the signature of its head:

• copies of constituent documents;
• copies of certificates of state registration and on registration with tax authority;
• passport data of managers;
• copies of licenses;
• extract from the Unified State Register of Legal Entities;
• documents confirming the powers of persons signing contracts, invoices (in particular protocol on appointing a CEO for position);
• balance sheet for last year and for the three previous ones;
• a copy of the lease agreement for the premises legal (actual) address, or Certificate of ownership.

These documents are attached to the draft Agreement and sent for signing to the head, that is, to you.

2. CHECK THE CONTRACTOR ONLINE OR ASK THE TAX.

The person in charge of economic security in the company, a lawyer, a law firm on your instructions or you yourself must check the submitted documents for the accuracy of information and additionally collect the following information:

• it has is the counterparty for according to IFTS the status of the company - one-day (sending a request to IFTS of the counterparty);
• does the tax and accounting statementshttp://service.nalog.ru/zd.do
• really whether the Certificate of assignment of OGRN and INN http://www.nalog.ru/rn77/service/invalid_cert/ and http://www.nalog.ru/rn77/service/actual_inn_ul/
• does http://service.nalog.ru/zd.do pay taxes
• appears to whether reporting on Personal income tax and for how many employees (sending a request to IFTS counterparty)
• is there any information about disqualification of the head of the counterpartyhttp://service.nalog.ru/disqualified.do
• did not refuse whether the founder or the leader is from participation or management of the companyhttp://service.nalog.ru/svl.do
• checking information about counterparty for base IDS "Bankruptcy"http://www.law-soft.ru
• checking information about counterparty for rosstat databases, obtaining accounting datahttp://www.gks.ru/,
• checking information about counterparty for rosreestr databases, obtaining data on real estate http://maps.rosreestr.ru/PortalOnline/
• checking information about counterparty for base "Addresses of mass registration"https://service.nalog.ru/addrfind.do
• checking the passport data of the head of the counterpartyhttp://services.fms.gov.ru;
• checking information about Offshore counterparty http://offshoreleaks.icij.org/search; http://opencorporates.com/
• checking the counterparty for litigation over base Vysheg about the Arbitration Courthttp://kad.arbitr.ru

The information received is printed and attached to the existing documents and makes up the "Dossier of the contractor". This is your salvation, your indulgence.

3. KEEP THE CONTRACTOR'S DOSSIER

The dossier of the counterparty upon completion of the approval and signing of the Agreement is kept in the legal department (accounting) together with the Agreement for at least 3 years.

The dossier must be updated at least once a year, for the entire time of work with this counterparty.

In order to ensure due diligence measures when concluding Agreements with new counterparties and to reduce tax risks in the implementation of economic and economic transactions, establish this procedure for collecting information about the counterparty by order of the company.

We offer Field tax audit preparation program which will completely eliminate the risks of bringing to tax liability and makes it possible to win the upcoming tax dispute in court.