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A situation may arise when a business urgently needs financial assistance. Take a loan from a bank? Quite a long time to wait for a decision and fill out documents!
The founder himself can help out in such a situation by issuing a loan to the company.
In order to register an LLC, you only need 10,000 rubles. This minimum size authorized capital.
But this amount is not enough to organize a business, establish connections and enter the market. You can do the following!
You can get an interest-free loan, which is issued to this LLC by a member of the company. This measure will allow you to obtain the necessary funds for business development, but at the same time not increase the authorized capital.
But do not forget that any legal entity must pay taxes. Therefore, you need to consider the tax consequences of issuing and receiving funds for both parties to the transaction.
When the lender, that is, the founder, gives the borrower, that is, a legal entity, funds for certain needs, these 2 parties enter into a borrowing relationship.
The law does not limit the share in the authorized capital for the founder. The transaction amount is also not limited by any regulations.
The relationship between the two parties is consolidated by drawing up and concluding an appropriate agreement.
It must be in writing and signed by both parties. It is advisable that the agreement be drawn up on the borrower’s letterhead. But this is not necessary! You can sign the standard form.
Moreover, if the legal entity has only one founder, and he is also the lender. The Tax Code allows you to issue an interest-free loan for your company, but there are several nuances.
For a loan to be considered issued on legally, it is necessary to follow the rules for its registration. This:
| The contract must be drawn up in writing | and all participants sign it |
| In the contract | you must specify:
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| It is advisable to indicate that the loan is targeted | that is, issued for business development |
The parties must conclude an act between themselves that will confirm that one party (the lender) has transferred to the other party (the borrower) the amount of funds specified in the agreement.
The agreement is considered concluded not from the moment of signing, but from the moment of transfer of funds from one party to the other.
If both the founder and the recipient are the same person, then he must adhere to all the above rules when preparing documents. In addition, he signs agreements as a lender and as a borrower.
Video: the founder helps his company
Relations that arise in the process of issuing a loan are regulated by the Civil Code of the Russian Federation.
It is worth paying attention to:
Obtaining a loan is a transaction, and it must be accompanied by the execution of all necessary papers.
The Civil Code of the Russian Federation states that since one party to the transaction is a legal entity, the agreement can only be drawn up in writing.
This provision also applies to the conclusion of an agreement on interest-free transfer of money. Such a relationship between the founder and the company is called borrowing.
There are no legal restrictions on the amount, as well as on the timing of its issuance. It is also necessary to draw up an act of transfer of funds.
An agreement must be drawn up, since the act itself is not evidence of a completed transaction, therefore the courts, if such a situation arises, will recognize this transaction as invalid.
There are always essential conditions in a contract (without which it will not be considered valid) and non-essential ones (that is, those that do not have to be written down).
The essential conditions between the founder and the legal entity include:
The non-essential terms of the agreement between the founder and the legal entity include:
The following documents can be attached to the agreement:
All these documents must be signed by the parties to the transaction. And, since one of the parties is a legal entity, it can be certified with a seal.
If the parties to the agreement (and, as a rule, we are talking about one person on both sides of the transaction) do not come to a common opinion regarding the term of the agreement, then it can be concluded for an indefinite period.
In this case, the document will not indicate the exact deadline for the return of funds. There is one caveat - debt repayment occurs at the request of the lender.
The request must be made in writing and sent to the borrower. In addition, he must ensure that the borrower receives this requirement.
The debt must be repaid within 30 days after receiving such notice. After this period, the founder has the right to hold the legal entity accountable for violating the terms of the agreement.
As a rule, such a document implies a lump sum payment of the debt. You can make payment at any convenient time.
A short-term contract is one that is drawn up and signed for a period of no more than 1 year. That is, from the moment the loan is accepted until the moment it is repaid, no more than 1 calendar year should pass.
If, upon expiration of the agreement, the borrower, that is, a legal entity, is not ready to pay (due to lack of funds to repay the debt), then it can be extended by agreement of the parties.
There is no need to draw up an additional agreement; it is enough to make an addition to the current agreement.
But, if the parties wish, they can conclude an additional agreement to extend the period and make it an annex to the main document.
If the debt is paid in installments, then you must also draw up a new payment schedule and attach it to the current one.
Since one party to the contract is a legal entity, the document must be drawn up in writing.
Signed by both parties. There is no need to have it certified by a notary; the law does not oblige you to do so.
The main condition is that it must be stated that the agreement is interest-free. Otherwise, during the audit it will be revealed that the lender has a hidden benefit in the form of interest on such a transaction.
Controlling authorities may establish that the loan is interest-bearing; the rate on it will be set “by default” - in the amount of the key rate of the Central Bank of the Russian Federation on the day of transfer of funds.
In this case, there will be tax consequences for the lender. Especially if the lender and founder, at the same time, is another legal entity.
In addition, it is worth remembering that under an agreement with the founder - another legal entity, only 100 thousand rubles can be accepted at a time.
Otherwise, tax consequences may again arise. You must also indicate the expiration date.
If an exact indication of the period for the return of funds is not indicated, then the contract is considered to be of unlimited duration.
That is, the borrower will have to repay the debt within 30 days after receiving written notice from the lender.
The form of an interest-free loan agreement from the founder can only be written, since one party is a legal entity.
A sample between the founder of the company and the company itself can be seen below.
As additional conditions in the transaction between the organization and the founder, you can specify:
Since this is a loan agreement, the debt must be paid. To do this, you need to specify in the document itself the procedure for repayment and convenient methods.
If the debt will be repaid in installments, then it is necessary to indicate the period for making payments. For example, monthly or quarterly.
If the debt will be repaid in installments, then it is necessary to draw up a payment schedule. It is drawn up in two copies, one copy for each party to the transaction.
Both copies are signed by both parties. If the parties agree among themselves that the debt will be paid in a single payment, then a deadline must be indicated.
If the borrower violates this deadline, this may result in fines or penalties. These conditions also need to be specified.
If the borrower understands that he cannot repay the debt on time, the contract must be extended. Usually, this does not cause problems.
You can pay off your debt in 2 ways:
But! Money to pay off the debt should only come from the borrower’s current account.
There is a certain list of operations for which a company can spend cash from the cash register. Cash return under an interest-free loan agreement is not included in this list.
The founder lends his “hard-earned” or borrowed funds to the company. And then the company returns them to him.
Does he have additional income? Does he need to report to the Federal Tax Service? No! Such a transaction does not entail any tax burden for him.
He has no benefit in the form of interest paid to him for the use of funds, therefore he does not have any additional income.
Therefore, there are no grounds for reporting to the Federal Tax Service. On the other hand, a company that is a borrower. She receives additional income in the form of borrowed funds.
How to take them into account? Does the tax system that the company uses affect the accounting for these funds?
There are no tax consequences for the company. The whole point is that the loan is interest-free.
Therefore, neither the founder has any additional income, nor the company has any additional expenses that could reduce the tax base for income tax.
Many organizations are forced, especially in the initial stages, to seek funding from their owners. This is not prohibited by law and the founder has the right to transfer funds to the organization.
Since the owners want to receive the money back in the future, loan agreements are most often used rather than donations, but at the same time they are made interest-free.
In fact, loan agreements from the founders are no different from agreements concluded with other persons.
It should contain the same basic provisions:
Loan agreements must contain the transaction amount. It is worth remembering that such an agreement differs from a loan agreement and will be considered concluded only after the transfer of property or funds. The company has no right to demand that the founder, who signed the agreement and did not transfer the money, necessarily transfer it.
It is worth noting that loans can be issued not only in money, but also in things that must be birth characteristics. At the same time, property that has individual characteristics cannot be given as a loan. For example, it is permissible to transfer lumber or seeds, but it is not possible to issue a loan for a painting that exists in a single copy.
It is highly advisable to indicate in the document the period for which the loan is issued. This is not mandatory, but otherwise the borrower will be deemed to be obligated to repay the funds within 30 days of the lender's request for repayment.
Important! You can enter into an interest-free loan agreement from the founder with the condition of repayment at the request of the lender. If it is known that you will not have to repay the loan, then such a clause in the conditions will allow you to avoid the requirement of the tax authorities after 3 years to reflect the amount of the outstanding debt in the profit of the organization with the payment of the appropriate taxes.
If the loan is interest-free, then this must be stipulated in the contract. Otherwise, any monetary loan will be considered interest-bearing, and to calculate the remuneration, the lender will have to use the Central Bank refinancing rate on the date of debt repayment.
The parties may provide for a one-time repayment of the debt on the expiration date of the contract or enter into an agreement to pay the debt in installments. In this case, a payment schedule is drawn up in the agreement or annex to it, and the debt is paid in installments.
Important! It is worth remembering that the organization has every right to receive a cash loan from the founder, while between legal entities the transaction amount cannot exceed 100,000 rubles. Founder - individual can deposit any amount in cash at the organization's cash desk.
In any case, this cash borrowed must be handed over to the bank. They cannot be used to pay salaries, etc. Otherwise, you can run into significant fines of up to 50,000 rubles.
Use cash register there is no need for loan payments, since there is no sale of goods or services.
There are many classifications of loan agreements; essential conditions are used as characteristics for generalization: goals, amounts, terms, rates, etc.
Based on their purpose, loans are divided into two categories:
Very often, loans are classified by term. This is done in particular for tax and accounting, since the postings for loans of different durations are different.
Let's look at what types of loans there are according to their term:
Each type has its own distinctive features when accounting, but special attention Perpetual and short-term loans deserve, they are what companies prefer to use when lending to founders.
A short-term loan agreement is concluded for a maximum of 1 year. During this period, it is necessary to repay the debt or enter into an additional agreement, thus transferring the loan to long-term or medium-term. This is the most convenient option if you still plan to return the funds.
Perpetual loans usually mean those where the agreement stipulates repayment subject to demand or does not specify a period at all, which allows the lender to request funds at any time, but he will receive them within 30 days from the date of the request.
This type of agreement is used most often in situations where the loan was issued by the founder as financial assistance and its repayment is not planned, at least in the foreseeable future.
Including a return condition upon request instead of a term allows you to avoid claims from the tax inspectorate regarding the inclusion of the debt amount in the organization’s income 3 years after the end of the contract. This is a legal way to avoid paying income taxes.
The form of the interest-free loan agreement from the founder is similar to other agreements on the provision of borrowed funds. The only important difference is the mandatory indication that the loan is issued on an interest-free basis. The 2019 sample can be downloaded.
It is worth taking some time to develop an agreement in accordance with the actual terms of the transaction. This will help avoid future problems with tax office or disputes between the parties, because the company does not always have one founder.
After filling out the form, it must be printed in duplicate and signed by both parties. It is necessary to prepare contracts on time, without hoping that this can be done at any time. These papers may be required by the tax office when conducting audits; they are also sometimes required by the bank, especially when returning funds.
Important! Heads of organizations with more than 1 founder must be guided by the Charter when concluding loan agreements. In most cases it will be necessary to general meeting founders and their adoption of a decision authorizing the conclusion of such an agreement. Otherwise, the director may receive disciplinary action for violations.
Very often, loans from founders are financial assistance to the organization and no one is going to demand their return, but there are situations when it is necessary to properly process the return of the funds received.
The company can repay the loan debt in two ways:
In the case of issuing funds in cash, it is necessary to issue a cash receipt order; after signing it, you can transfer funds from the cash register in cash.
Important! Cash from the sale of goods and services cannot be used to pay off debt. You must first hand over the proceeds to the bank and only then withdraw cash from your current account to pay the lender. If this rule is violated, a fine may be applied to the company by the tax office.
By non-cash payment you can transfer funds to any lender account. This method is optimal for most companies, since it does not require paying an additional commission for withdrawing cash from a current account.
It is worth considering that the founder may be another organization; in this case, there is a restriction on transactions involving cash transactions and they cannot exceed 100,000 rubles under one agreement.
Important! The money that the company returns cannot be included in expenses under any taxation system.
The Tax Code of the Russian Federation in Article 251 contains an indication that money received in debt is not considered profit of the organization, and repayment of the loan is not considered an expense. On common system taxation this allows the company not to pay VAT on the amount received.
In the case of an interest-free loan, the organization does not incur any expenses at all. If there is interest, they must be considered as non-operating expenses and they will reduce the base for calculating income tax.
Important! If there are significant deviations in the rate, for example, the presence of an interest-bearing and interest-free loan agreement with two founders for the same amounts, a situation may arise when interest cannot be accepted as expenses. In practice, this situation does not actually occur.
There is nothing complicated in accounting for funds borrowed from the founder. At short term for a loan not exceeding 12 months, they are recorded in account 66 “Settlements for short-term loans and borrowings”. For a long-term loan, it should be taken into account in account 67 “Calculations for long-term loans and borrowings”.
When keeping accounting records, it is worth knowing that receiving a loan is not income, and its payment is not recognized as an expense. This follows from the Accounting Rules.
Loans to an organization from the founder are in a legal way providing financial assistance to your own company. With the interest-free nature, there is no additional tax burden and, if necessary, it is possible to provide for the return of borrowed funds.
A loan agreement between the founder and the LLC can be concluded, but it has certain specifics. Why is such a deal needed and what nuances exist in connection with the specific subject composition of the agreement? We will consider these and other issues, including taxation, in our publication.
The type of loan we are studying is necessary in the following cases:
Thus, when talking about a loan agreement between the founder and the LLC, we mean 2 types:
Both options are regulated by § 1 Sec. 42 Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation) and the relevant articles of the law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ (hereinafter referred to as Law 14-FZ). In addition, these relationships have their own subtleties regarding taxation, which are regulated by separate norms of the Tax Code of the Russian Federation (hereinafter referred to as the Tax Code of the Russian Federation).
Loan agreements between the founder and LLC have certain features:
By general rule(Clause 1 of Article 809 of the Civil Code of the Russian Federation) a loan transaction is recognized as interest-bearing, even if nothing is said about this condition in the agreement. This gives rise to 2 methods for determining percentages:
As a rule, loans between participants and LLCs are free of charge. However, there are cases when it is advisable to conclude a percentage loan agreement with the founder (a sample can be downloaded on our website). For example, if there are several participants in a company, and only one of them lends money and only at interest.
The principal amount of the debt will not affect the taxation of the parties to the agreement in any way. The loan amount is not taxed because it is not income. But interest on the loan is paid as follows:
If the agreement is intended to be gratuitous, this should be reflected in the text. Otherwise, the loan will automatically be considered interest-bearing. The amount of interest is determined by the refinancing rate.
With an interest-free loan (as with an interest-bearing one), for any of the parties to the transaction, the money received from the lender is not income, nor is it an expense when repaying it. Therefore, it would seem that the agreement will not make any changes in taxes for participants. But this is not entirely true. The fact is that the gratuitousness of a loan for a citizen-borrower is recognized as savings on interest (subclause 1, clause 1, article 212 of the Tax Code of the Russian Federation). Therefore, by virtue of sub. 1 item 2 art. 212 and paragraph 2 of Art. 224 of the Tax Code of the Russian Federation, the amount of material benefit will be taxed at a rate of 35%.
If we are talking about debt forgiveness, then the loan amount will become income for the borrower. Depending on the debtor's status and tax treatment, taxes will be paid on the forgiven loan. The exception is forgiveness of debt by a citizen-lender who has a share in the authorized capital of the borrower company of more than 50% (subclause 11, clause 1, article 251 of the Tax Code of the Russian Federation).
You can download a sample interest-free loan agreement with the founder on our website.
So, the borrowing relationship between the LLC and the founder is a kind of mutually beneficial investment/receipt of funds. In this case, neither party in any variation of the transaction, as a rule, suffers losses. However, when using this financial instrument, parties to the agreement need to remember the tax burden and immediately correctly calculate possible costs. In addition, it should be taken into account that the founder of a company is not always an individual; it can also be an organization. Then budget payments will be calculated according to the rules of taxation of legal entities.
Interest-free loan agreement from the founder– an agreement between the owner and the organization to provide a loan on preferential terms without interest. Let's consider a situation where a commercial or government organization needs money, but the founder has a sufficient amount. How can such a problem be solved? To do this, an interest-free loan agreement is drawn up between the founder and the organization, thanks to which all financial problems are solved. At the bottom of the article you can read and download a sample contract for free.
The company's funds and the money of its founder represent financial resources shared for development. By lending money to a company, the founder is essentially lending money to himself. This type of loan can be considered an interest-free loan. The strategy for the return of funds and the procedure for repaying the debt are preliminarily discussed at the Board of Directors, based on the results of which a decision is made.
If there is no common point of view between the co-founders regarding the invested funds, then the money is returned to the founder creditor with interest. Tax legislation does not prohibit this form of loan and business relations between the company and the founder, while the organization in mandatory pay personal income tax.
What do you need to know when drawing up an interest-free loan agreement from the founder? First of all, the company or organization does not pay for the money issued by the founder income tax, they are not considered as income and are returned within the specified period. To tax authorities were not held liable, it is necessary to stipulate two key points in the contract.
The transaction between the founder and the organization is concluded in the national currency, rubles. No matter how stable the economic situation in the country is, a “gap” may always appear in the ruble equivalent caused by changes in exchange rates. Such unplanned income can be considered as unrealized profit of the company. It is known from practice that tax authorities try not to make claims for small bonuses based on the results of transactions.
Tax inspectors believe that all types of loans must carry interest, which is why this is stated in the loan agreement. The corresponding clause of the agreement displays the entire amount with interest payments. When issuing loans to organizations, the founders will be notified of the loan being provided free of charge.
You also need to pay attention:
We invite you to download a sample of signing an interest-free loan agreement between:
The interest-free loan agreement must contain:
(Full name of Lender), who is a participant/founder of the Borrower Company, hereinafter referred to as the “Lender”, on the one hand, and
(Full name of the Borrower), in the face (position, full name), acting on the basis (Charter, Regulations, Power of Attorney), hereinafter referred to as the “Borrower”, on the other hand, and together referred to as the “Parties”, have entered into this agreement as follows:
1.1. Under this Agreement, the Lender transfers to the Borrower funds in the amount of (amount and currency of funds), and the Borrower undertakes to return the loan amount to the Lender upon expiration of the period specified in clause 1.2. Agreement.
1.2. The loan is provided for a period of ______________.
1.3. The loan provided under this Agreement is secured (method of securing an obligation).
1.4. No interest is paid on the loan amount.
2.1. The borrower is obliged:
2.2. The Borrower has the right to repay the loan amount to the Lender ahead of schedule.
2.3. The Lender is obliged to provide the Borrower with borrowed funds within (term) from the moment of signing this Agreement.
3.1. This Agreement is considered concluded from the moment the money is transferred to the Borrower.
3.2. The loan amount is considered repaid at the moment of transfer of funds to the Lender.
3.3. Any changes and additions to this Agreement are valid if they are in writing.
3.4. This Agreement is drawn up in two copies having equal legal force - one for each of the Parties.
3.5. In everything that is not provided for in this Agreement, the Parties are guided by current legislation.
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Lender |
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Lender ______________ |
Borrower ______________ |
