The contractor is one of the main parties to the agreement, which assumes obligations under the signed contract. Each party that signed the document is considered a counterparty in relation to each other.
Such partners will further be bound by specific obligations with each other.
Legal or natural persons, organizations, enterprises can act as counterparties. Moreover, a certain contractor (legal or natural person) can act as a counterparty, who receives remuneration for his work and undertakes to fulfill all the requirements of the customer.
The counterparties of the enterprise are just such contractors. It is they who sign documents with other companies, and act as a trustee.
The term counterparty can also mean a company that, in the course of a transaction, undertakes to perform all types of work previously agreed with the basic requirements of the customer.
It is worth noting that almost any person or organization with which you have a financial relationship will act as counterparties for you.
Settlements of the enterprise with counterparties
All the main settlements of the enterprise with counterparties depend on what methodology was previously indicated in the signed contract. The calculated data must be entered into the information electronic database without fail.
Moreover, several contracts can be signed with one counterparty, but all of them can be concluded on different terms.
To measure the debt between counterparties, you should choose one option among the following.
They can be, for example:
- Foreign currency;
- Conventional units;
- Rubles.
Foreign currency is preferred by enterprises that have entered into an agreement with foreign partners. The first calculation options can be used to pay off debts with domestic counterparties.
Also, an important point in the settlements of the enterprise with counterparties is the possibility of detailing payments.
For example, one of the parties may offer to settle:
- Separately for each document, which may contain data on shipments, payments, etc.
- Immediately throughout the contract.
One of the most common options is when one specific payment is related to a delivery.
There can be two options here:
- Payment can be fixed first, and only then the very fact of delivery, or vice versa.
- First comes the delivery of goods, and only then payment is made directly for the goods received.
A completely different variant of settlement operations of the enterprise with counterparties is also possible. The latter, for example, undertakes to deliver goods within a week or a month according to one-time documents.
In turn, the company that signed the agreement with the counterparty must pay the entire amount at the end of the week or month, depending on what period is specified in the contract. However, this option is practiced only with reliable and proven enterprises.
It should be noted that settlement operations can be carried out not only by cash on delivery. There are also other forms of payment, such as checks, money orders, and many others. The chosen form of settlements with counterparties must be prescribed in the contract.
Main types of counterparties
To date, there are two large groups of counterparties, which are divided into clients and persons. The first are various organizations, legal entities.
Persons- These are individuals who have the appropriate details and methods of work. Also, employees (persons) and suppliers (customers) are additionally allocated.
So, what other types of contractors are there?
- The buyer is the seller. Here, one party is obliged to transfer certain goods to the other party. But the buyer must accept the goods and be sure to pay a fixed amount of money for it.
- The mortgagee is the pledger. The pledgee has the full right to withdraw a certain amount of money from the pledger if the latter fails to fulfill the specified obligations under the agreement.
- Second party creditor and guarantor. According to the agreement, the guarantor must be responsible for all the actions of the second person before the creditor.
- Buyer - supplier. Under the contract, the supplier must necessarily transfer the goods according to the specified deadlines to the buyer. In turn, the buyer undertakes to use the goods exclusively for business purposes, and not for personal, family or household purposes.
- The consumer is the supplier.
- The consignor is a commission agent. Here one party (committent) hires another party (commission agent). The commission agent makes one or more transactions on behalf of the committent, for which he receives further remuneration.
- The donee is the giver. The donor transfers something to the donee free of charge.
- An annuity payer is a recipient of an annuity. According to the terms of the agreement, the rent recipient transfers his own property to the rent payer. At the same time, the payer of the rent is obliged to constantly pay the agreed amount of money to the first party, or to support the recipient of the rent for favorable conditions.
- The landlord is the tenant. The landlord or landlord, for a fixed fee, transfers the property to the tenant (tenant) in his own possession for a certain period of time.
- The sender is the carrier.
- And many others.
Contractors seller and buyer
The seller and the buyer are counterparties in relation to each other. When an agreement is concluded between them, the buyer becomes the counterparty for the seller, and vice versa, for the buyer, the seller. The seller is obliged to sell the necessary goods (thing) to the buyer.
In turn, the buyer must accept the goods(thing) and pay for it the full cost in cash. As a rule, a contract of sale is concluded between such counterparties.
Counterparties pledgor and pledgee
The pledgor acts as a party that provides its own property as a pledge, and the pledgee, respectively, the person who accepts the property of the first party as a pledge.
Both legal entities and individuals can act as a pledgor and a pledgee. A pledge agreement is concluded between counterparties.
Interaction of the enterprise with contractors
The success of an enterprise directly depends on interaction with counterparties, which can be customers who buy the company's products, suppliers and others.
Most enterprises prefer to use electronic document management, as this can greatly simplify the work with counterparties. To date, there is at least four options for the company's interaction with counterparties.
For instance:
- Without electronic document management;
- Internal document flow which is fully automated;
- No internal paperwork, but there is an automated intercorporate;
- Available available as internal and inter-corporate document flow.
Each company, at its own discretion, chooses the appropriate option for interacting with counterparties.
Make a deal
Before concluding a transaction with a counterparty, it is mandatory to check all his documents and get your hands on:
- Registration certificate;
- license;
- extract;
- Evidence that that the counterparty pays taxes;
- Banking requisites.
Only after the company is fully acquainted and has studied the proposed documents well, it can conclude a deal with the counterparty.
In the event that some documents were not provided, it is best to postpone the transaction for a certain period of time until all the circumstances are clarified.
Conclusion of an agreement with a counterparty
The contract between counterparties is an important component of the entire transaction and further work. A properly drawn up contract helps not only to monitor the implementation of accounting and tax records, but also to avoid problems with the tax office.
What is an agreement?
According to the law, A contract is an agreement between two or more parties, which indicates the rights and obligations of counterparties, as well as the possibility of their change or termination.
Only after signing the relevant document, the rights and obligations of the two counterparties who signed it arise.
The contract itself can be concluded in a certain form (written) and in several ways.
For instance:
- The signing of a single document.
- The signing of the contract is carried out through document exchange.
- Offer agreement. In order for the contract to be considered valid, there is no need to sign it by two parties (counterparties). The agreement will enter into force immediately after at least one party signs it.
It is worth noting the fact that the contract will be considered concluded only after the counterparties reach a full understanding among themselves and agree to the entire offer of the condition.
Accounting for counterparties at the enterprise
To account for counterparties at the enterprise, a fairly large variety of programs can be used. With their help, you can keep track of counterparties of various categories, including individuals and legal entities.
One of the most popular programs is "Contractors of the enterprise 3.2". This program is designed to maintain all counterparties of the company and record their activities.
It is worth noting that it supports network operation.
financial relations
In the course of carrying out its activities, the enterprise undoubtedly has financial relations with various counterparties. They can be associated with the organization of the production process, the sale of finished products, the provision of services or works, and much more.
Funds are the basis of financial relations.
Client and partner
For each enterprise, the counterparty must act not only as a client, but also as a partner. Thanks to close cooperation, it will be possible to establish not only trusting relationships, but also easily enhance the image of your own company.
However, not every company will be able to perform such a task, since every client requires individual approach.
Paperwork
When establishing a trusting relationship between counterparties and agreeing on all conditions, you can proceed to the execution of documents.
The contract itself can be signed in several ways, which have already been mentioned earlier. The prerequisite is availability of the subject of the contract and essential conditions.
Acceptance of obligations under the contract
Each contract must spell out the rights and obligations of the parties who sign it. Acceptance of obligations without fail comes into force only after the signing of the document. But if the contract changes, then the obligations assumed also change.
An integrated approach to checking counterparties
Before making a deal with a counterparty and subsequently signing an agreement with him, the company needs to check the other side of the agreement. Verification can be done in several ways.
Firstly, you can easily find out information about the counterparty online on the Internet. To do this, the company needs to know TIN of the counterparty and check against a public registry or a suitable database.
Secondly, you can purchase a special analytical program that contains information about many taxpayers.
However, when checking a counterparty, it is desirable to carry out an integrated approach, which includes the use of both the first and second verification methods.
It is difficult for any enterprise to make a profit without counterparties - customers who consume its products or services, and suppliers who provide production processes with everything they need in a timely manner. To a large extent, the success of many large businesses is built on the right relationships with counterparties.
More and more of their working time employees of the supply and sales departments devote to creating the image of their company as a reliable business partner - obligatory, disciplined, respectful, taking into account all the nuances of the agreements.
As part of a complex EDMS bb workspace includes a functional block bb - a system of interaction with counterparties, which allows you to:
build interaction with suppliers and customers based on AIDCAS marketing technology;
create a single database of contacts, while individualizing it as much as possible by saving the history of relationships with each counterparty, entering information about the employees of business partners, significant dates in their lives into the electronic document management data;
organize dynamic interaction with contractors: a single contact center created by a visual layer “gives” the operator the maximum necessary information and allows you to plan business processes (reminds you of an upcoming call, business meeting or other necessary actions).
Implementation of electronic document management in banks
Needless to say, how many documents need to be processed daily in any, even a small, branch of any bank. At the same time, you can not talk about payment documents, the work with which is automated in any bank. The point is that in addition to payment documents, any banking activity involves working with internal documents, which must be carried out promptly and without delay - this is the only way a financial institution can ensure effective work.
It should also be taken into account that almost any bank in its structure consists of a main branch and its branches, which can be located throughout the country, the document flow between them will also be quite large. As a rule, such workflow, in order to achieve operational efficiency, is based on the use of regular e-mail, followed by confirmation by a paper original, which is sent by regular mail or special mail.
This principle of organizing work is associated with an additional waste of not only time, but also money. The introduction of the bb workspace electronic document management system, which was developed by Double B, can automate a number of processes and provide full control over their passage and the state of execution of documents. The process of implementing the bb workspace system into operation in the field of banking should be quick and hassle-free. This is due to the fact that, as a rule, one of the requirements for hiring in such structures is confident use of a computer, and the interface and principle of working with the system of effective automation of the activities of any organization is designed so simply and clearly that a competent user will only need a few minutes, to deal with him.
The visual layer bb docflow is responsible for working with electronic documents in the bb workspace system, which consists of three information parts that are simultaneously displayed on the screen. This is a list of documents, brief and detailed information about the document. It is worth noting in particular that bb workspace supports work with documents signed by electronic digital signature, which eliminates the need to use their paper copy. An equally useful feature of this system is the ability to use ready-made templates, as well as self-designed templates that allow you to create documents in minutes.
The efficiency and simplicity of working with this software product of Double B for automating management processes is confirmed not only by the statements of the company itself, but also by the feedback from users of this truly unique and fashionable system.
In the first section of the course work should be presented:
a brief description of the company and its activities; story,
company resources; mission, goals of the company, scheme of interaction with external contractors.
For the company, the legal status is indicated (on the basis of what regulations this enterprise exists), the history of the creation and development of the company, the products / services manufactured. If possible, a description of the premises, equipment, personnel, inventory is given.
automation systems and local area network of the company.
Company's mission
Mission - a formulated answer to the questions "What does the company do?", "For whom?", "What does society benefit?". This statement,
revealing the meaning of the existence of the organization, in which the difference between this organization and similar ones is manifested. The mission is also called the main purpose of the organization.
The mission is the basis for developing a strategy, contributes to the creation of a corporate spirit and organizational culture, contributes to the formation and consolidation of a certain image of the organization in the representation of the subjects of the external environment: customers, suppliers,
investors, partners, labor market.
There are certain requirements for what the company's mission should include, these are: organization targets; its field of activity; products; markets; resources used; opportunities and ways to ensure competitiveness; system of values,
defining traditions; interests of society, consumers,
owners and staff.
Many organizations take the mission rather formally,
as an attribute that just has to be, because everyone has it.
The mission statement, as a rule, consists of several concise phrases reflecting the main provisions (essence) of the company's activities. The mission should not be typical, it should distinguish the company from competitors.
Where to find?
Usually, the mission statement can be found on the official website of the company in the "About the company" section. Mission examples can also be found at information portals, for example, Betec.ru,
Consider examples.
The mission of the company "Open Technologies" is "the creation and implementation of the latest technologies for business automation, production and government controlled, due to which the prerequisites for the emergence of a new quality and new types of services are created.
The mission of InTechProject LLC "is to maintain a leading position in the Russian market in the long term, in
offering consumers quality products at affordable prices.
The mission of the company "Interface" is "to promote progressive information technologies in Russia, to promote the rise and prosperity of the domestic economy and to increase the efficiency of its partners and customers."
Company goals
If the mission expresses general intentions and, as a rule, is not measurable, then the goals should be specific and presented in
in quantitative terms. Strategic goals are the results that the company seeks to achieve in the future.
In any large organization that has several different structural units and several levels of management,
a hierarchy of goals is formed, which is a decomposition of higher-level goals into goals of more low level(target tree).
Higher level goals are always broader in nature and have a longer timeframe to achieve. Lower-level goals act as a kind of means to achieve higher-level goals.
A goal tree is a structured hierarchical list of organizational goals.
V term paper to represent the goals of the company, you can use a graphical representation in the form of a tree of goals (see the example in Fig. 1) or the form of a strategy map (see the example in Fig. 2).
Selection of projections/areas in the target tree is optional.
A graphical representation of goals can be created in one of the tool environments: Word, Visio, ARIS, Business Studio, etc.
Interaction of the company with external contractors
Counterparties are persons, institutions, organizations bound by obligations under general agreement collaborating in the implementation of the contract. The company operates
interacting with external contractors: partners, suppliers,
subcontractors, buyers (clients), etc.
using the ERwin Process Modeler tools.
To do this, a separate model can be created in ERwin Process Modeler, consisting of a single A-0 (context) diagram in
Rice. 2. An example of a goal tree on a company's strategic map |
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"Internet Library | Services (access to |
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website, monitoring |
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Rice. 3. An example of a scheme of interaction with external counterparties in DFD |
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Study of technologies for interaction between an enterprise and government agencies and counterparties via electronic communication channels
Introduction
1 Theoretical foundations of financial relationships between enterprises and counterparties
1.1 Theoretical foundations of financial relationships with counterparties
1.3 Types of counterparties
Conclusion
Bibliography
It should be noted that any subject of civil law that has some kind of relationship with the original enterprise can be considered as a counterparty. When deciding to participate in some form of economic cooperation, business entities are guided by well-defined interests and try to solve specific problems. The main driving force that encourages the subject to search for a partner is the presence of an unsatisfied need. Awareness of this need leads to the formation of interest in finding a counterparty with certain characteristics. Thus, the presence of a subject from which the desired value can be obtained can be defined as the most essential condition for the emergence of cooperation. In the absence of this condition, cooperation does not arise, since there are no prerequisites for cooperation. However, in some cases it may occur if there is an illusion that this condition is met. This situation is likely in the event of a lack or low-quality information about a potential partner, a rather rapid loss of his "useful" qualities by the latter, changes in the circumstances of cooperation, as well as in the case of an inadequate assessment of one's own needs and motivation for cooperation at the stage of choosing a partner. For example, a manufacturing enterprise can choose a specific supplier of raw materials in its region, and after some time find a supplier that is similar in price, quality and other parameters with a more advantageous geographical location. In this case, cooperation with the former partner loses economic sense, due to high transport costs, and there is a need to contact a new supplier.
Thus, the presence of an unmet need and the idea of a potential partner as a subject capable of becoming a source of satisfaction of this need is, of course, the most essential condition for the emergence of cooperation. Moreover, the second component of this condition (the idea of a partner) is the most significant, since the success of the partnership depends on the adequacy of this “idea”.
The term "partnership" is used in practice in different senses. It can be viewed as:
An integral part of interstate relations (interstate partnership);
An element of the relationship between the state, entrepreneurs and employees regarding wages and working conditions (social partnership);
Partnership in business between subjects of a market economy (intercompany partnership or relationships between an enterprise and various contractors).
Partnerships in business are not only an important component of entrepreneurial activities, but also a necessary condition for contractual relations between counterparties, enabling each of them to receive a certain level of profit through the exchange of performance results.
In Russia, the institution of partnership in business is relatively young, although individual enterprises have used the elements of partnership, understood as intercompany cooperation, for a long time. This point of view is shared by A.V. Busygin, who considers partnerships as contractual relations that are established between two or more entrepreneurs and enable each of them to obtain the desired level of profit through the exchange of results of activities (purchase, supply of products), acting in commodity or monetary form.
In the works of domestic scientists-economists, the problems of partnership in business are practically not covered. There are very few developments where the system of partnerships in business is analyzed or any specific methods for evaluating and selecting counterparties are considered. The concept of "partnership" was practically not used in scientific papers. Soviet period. The term "partnership" was used to characterize interpersonal communication. Only a number of authors consider partnership in the organization of contractual work or in relation to foreign economic activity.
It should be noted that the lack of deep theoretical studies of partnerships in business, as well as specific methods for determining the reliability of business partners at the stage of their selection, has become one of the main reasons for the low economic efficiency Russian enterprises.
Before proceeding directly to the consideration of the problem of choosing a business partner, let's find out what constitutes its reliability.
Reliability of a partner is a property that manifests itself in the ability to implement cooperation under certain environmental conditions, as well as a quantitative and qualitative assessment of a partner, expressed in such parameters as financial indicators company, its business reputation, the ability to accurately and timely fulfill its obligations, and so on.
Thus, partnership in business can be defined as a type of economic relationship based on joint actions and efforts of the parties, united by a common interest (benefit for both parties), aimed at achieving specific goals that are well understood by the participants in such relations. In other words, partnership economic relations are understood as a set of methods and forms of purposeful organization of the relationship between the parties in order to achieve common goals.
Partnerships provide firms with access to more diverse resources than a single firm could have or acquire. In this regard, the goal of modern intercompany relations is always to obtain the necessary access to any resources (material and technical resources, finished products, financial environment), markets, technologies or distribution channels.
In general, business is built on the interaction of market economy entities with each other. Collaborative relationships between firms are not a new type of relationship in business. These relations have always existed (in a formal or informal form) between the firm and its counterparties (suppliers, buyers, intermediaries, etc.). However, for last years the content of contractual relations in business has changed a lot and acquired new forms. The development of these forms by Russian enterprises began relatively recently.
In the broad sense of the word, any relationship between the subjects of a market economy, which resulted in the conclusion of an agreement, is a manifestation of inter-firm cooperation.
Thus, we can conclude that the policy of forming intercompany relations, which are the basis of business partnerships, is one of the elements of an enterprise's strategy and acts as the foundation for successful competition. Modern intercompany relations reflect a complex and purposeful process of mutual adaptation of the activities of each subject of economic life to integration processes. As a result of intercompany interaction, a special infrastructure is formed that changes the “business environment” and expands its territorial boundaries.
Accounting for settlements with a counterparty depends on the method of mutual settlements determined in the contract.
Information about the contract with the counterparty and the terms of payment must be entered into the information base. Moreover, several contracts with different settlement conditions can be concluded with one counterparty.
One of the following options for measuring mutual debt between the enterprise and the counterparty can be selected in the contract:
in rubles
in conventional units,
in foreign currency.
The last option is suitable for settlements with a foreign partner, and the first two can be used for settlements with domestic partners. Moreover, the option of settlements in conventional units means the following: mutual debts under the contract are fixed in the foreign currency chosen as the conventional unit of the contract, but payments are made in rubles. To register a change in the state of mutual settlements, the amounts of payments are recalculated into conventional units at the foreign exchange rate on the day of payment.
Settlements with counterparties can be taken into account with varying degrees of detail:
under the contract as a whole,
· for each settlement document (shipments, payments, etc.).
In relations with counterparties, it is common practice when a specific payment is tied to a specific delivery: either the payment for the delivery is registered first (according to a previously issued invoice), and then the delivery itself is registered - prepaid delivery, or the delivery is registered first, and then the payment is registered - the subsequent delivery. Such a practice of business relationships is more suitable for detailing calculations for each settlement document.
But in long-term relationships with reliable business partners, it may be found that payments are not tied to specific deliveries. For example, under the terms of the contract, the counterparty can supply goods to the enterprise within a month at one-time requests from the enterprise's divisions, and at the end of the month financial service the company will pay the counterparty for all completed deliveries and transfer a partial prepayment for the next month. For such a relationship practice, the option of detailing settlements with the counterparty under the contract as a whole is suitable, although you can also choose the option of detailing for each settlement document.
When registering a settlement document in the information base, accounting entries are generated automatically. In this case, for the purposes of analytical accounting, the counterparty will be indicated in the transaction as a debit or credit subconto. An agreement can be specified as the second subcont of the posting, and a settlement document as the third.
The configuration can keep analytical records of settlement documents even when users do not directly require it, that is, the description of the contract indicates the details of settlements under the contract as a whole. If the option of accounting for settlements in conventional units is selected for the contract, then in order to correctly determine exchange rate differences when registering each change in the status of mutual settlements, it will be necessary to link to a specific settlement document, while the settlement document will be selected from the information base automatically using the FIFO method.
The amounts of documents are automatically divided into repayments of debts and advances, since according to the rules accounting these amounts should be shown separately.
Accounting accounts for accounting for settlements with counterparties used in postings are indicated in the settlement document.
But the user is unlikely to need to indicate the accounting accounts in the document on his own, since they will be substituted automatically immediately after he indicates the counterparty and the contract. By default, the most appropriate entry will be automatically selected for substitution of accounts from a special list stored in the infobase.
Thanks to the automatic substitution of accounting accounts, the entry of settlement documents can be entrusted to users who are not accountants. And accountants can only reserve the function of monitoring the state of the list used for automatic substitution of accounting accounts in settlement documents.
"1C: Accounting 8" provides tools for automating the reconciliation of mutual settlements with counterparties and their adjustment.
One such tool is the Debt Adjustment document.
With the help of the presented document, it is possible to carry out a mutual offset of receivables and payables arising under different agreements with one counterparty. You can transfer debt from one counterparty to another counterparty (for example, when they are reorganized), you can register a bad debt write-off.
Another useful document- "Inventory of settlements with contractors".
This document automates the process of drawing up an act of inventory of settlements with debtors and creditors.
1.2 International experience of interaction between the enterprise and contractors
In modern conditions, the problem of unification of the legal regulation of international trade is still relevant. Differences in the norms of national legal systems applied to foreign trade transactions sometimes seriously complicate the process of concluding and executing commercial contracts. The elimination of these obstacles by creating a uniform legal regime, of course, contributes to the successful development of international trade. This work is carried out at different levels. Currently, at the world level, the most significant actions in this area of international cooperation, which have already brought noticeable positive results, are being undertaken by the UN Commission on International Trade Law (UNCITRAL) and the International Institute for the Unification of Private Law (UNIDROIT).
UNCITRAL was formed in 1966 by a decision of the UN General Assembly as a mechanism by which the United Nations could more actively contribute to the reduction or elimination of obstacles to the development of trade caused by differences in national laws governing international trade. The Commission consists of 36 member states, who are elected by the UN General Assembly for six years. The membership system is designed in such a way that the Commission is always represented by different geographic regions and major economic and legal systems of the modern world.
UNCITRAL has been and continues to be engaged in unification in the following areas:
a) the international sale of goods and related transactions;
b) international transportation of goods;
c) international commercial arbitration and conciliation procedures;
d) public procurement;
e) contracts on capital construction;
f) international payments;
g) electronic commerce;
h) cross-border insolvency.
In the field of legal regulation of relations related to international trade, UNCITRAL prepared the Convention on the Limitation Period in the International Sale of Goods (New York, 1974). The latter lays down unified rules relating to the period of time within which legal action must be initiated, having as its source a contract for the international sale of goods. This Convention was supplemented by the Protocol created in 1980 in connection with the adoption of the UN Convention on Contracts for the International Sale of Goods. The Convention on the Limitation Period in the International Sale of Goods, together with the said Protocol, entered into force on August 1, 1988.
The UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) contains a set of legal rules governing the conclusion of relevant contracts, the obligations of the seller and the buyer, remedies for breach of agreement and other aspects of contractual relations. The Convention entered into force on August 1, 1988 (in relation to the Russian Federation it has been in force since September 1, 1991). This document is of great practical importance, in particular, for our country, since it was signed by a significant number of participating states, including the main trading partners of the Russian Federation.
An area directly adjacent to the unification of the law of the international sale of goods also includes the Commission's 1992 Legal Guide on International Countertrade Transactions, which aims to assist parties negotiating countertrade transactions. Management considers the legal issues that arise when concluding these transactions and analyzes their possible solutions in contracts.
In the field of unification of the legal regulation of international transportation, UNCITRAL has prepared two acts that are very important for this area of international economic cooperation. The first of these is the UN Convention on the Carriage of Goods by Sea, adopted in Hamburg in 1978. This Convention, according to the tradition that has developed in relation to other international acts in the field of merchant shipping, is often called the Hamburg Rules. This Convention establishes a unified regulation for the rights and obligations of shippers, carriers and consignees under a contract for the carriage of goods by sea. The Convention entered into force on November 1, 1992. Russia is not among its participants. The second document is the UN Convention on the Liability of Operators of Transport Terminals. It was adopted in 1991 in Vienna. This act creates a uniform legal regime with regard to the liability of the terminal operator for loss of or damage to cargo in international transport while the cargo is at the transport terminal. In addition, the Convention establishes the liability of the terminal operator for the delay caused by him in the delivery of goods. This document has not entered into force, since the number of its participants is still less than the required minimum.
By all accounts, the activities of UNCITRAL have been very successful in the field of unification of the legal regulation of the procedure for resolving international commercial disputes. The first result of the Commission's efforts in this direction was the adoption in 1976 of the UNCITRAL Arbitration Rules. The regulation, in fact, contains an almost complete set of procedural rules and rules that, by agreement of the parties, can be applied to the arbitration process arising from their commercial relationship. This document, which has found fairly wide application in international practice in recent years, is used both in "ad hoc" arbitration and in institutional (permanent) arbitration.
In order to provide counterparties in international transactions with the opportunity to resolve the conflict in the pre-arbitration procedure (and such a need arises quite often), the Commission in 1980 developed the UNCITRAL Conciliation Rules. This Regulation may be applied by agreement of the parties if they wish to settle their differences by means of conciliation before resorting to a formal settlement of their dispute.
In the field of international unification of the legal regulation of public procurement, the Commission developed and in 1994 adopted the Model Law on Procurement of Goods (Works) and Services. The purpose of the adoption of this Model Law is to enable States, improving the relevant area of national legislation, to take into account the already accumulated international experience. This act contains norms aimed at ensuring competitive conditions, publicity (transparency), honesty, objectivity in the procurement process and, thereby, at increasing their cost-effectiveness and efficiency. To create favorable conditions for relevant government agencies that will use this document in the legislative process, UNCITRAL has also endorsed the Guidelines for the Enactment of the Model Law. It seems that the content of the Law of the Russian Federation regulating public procurement (1999) to a certain extent reflected the ideas and approaches of the UNCITRAL Model Law.
In February 1988, the UNCITRAL Legal Guide to Drafting International Contracts for the Construction of Industrial Facilities was published. This document is devoted to the analysis of many legal issues arising in connection with the construction of industrial facilities by a foreign contractor, it covers the pre-contractual stage, as well as the contract execution phase (construction) and the post-construction period. The Guide offers various approaches to resolving legal issues arising between the contractor and the customer regarding the agreements (contracts) they conclude. In developing this Guide, much attention was paid to the special problems that are characteristic of this type of economic cooperation involving developing countries. Undoubtedly, this document is of great practical importance for countries in transition, which face similar problems in the process of implementing investment projects.
In the field of international payments, the most notable document prepared by the Commission is the UN Convention on International Bills of Exchange and International Promissory Notes (New York, 1988). This act contains a fairly complete collection of legal norms governing relations related to these new international payment instruments that can be used by partners in international commercial transactions. The drafters of the Convention sought to overcome the main differences and existing legal uncertainty regarding the means of payment used in modern conditions for international settlements. The Convention is applied if the parties use for settlements a special form of negotiable document (security) containing an indication that this document is subject to the rules of the UNCITRAL Convention. The convention has not yet entered into force as not enough parties have acceded to it so far. The Russian Federation did not sign it.
Another document related to the field of international payments, which was adopted by UNCITRAL, is the UN Convention on Independent Guarantees and Standby Letters of Credit (New York, 1995). Like the previous Convention, this act has not yet entered into force and is open for accession. The Convention should facilitate the use of independent guarantees and standby letters of credit, especially in situations where, due to the traditions in the respective countries, only one particular type of guarantee is available to counterparties in international transactions. An important feature of the Convention is that it defines the general basic principles and features inherent in both independent guarantees and standby letters of credit.
The area of international settlements includes two more documents adopted by UNCITRAL, but they have a different legal nature. First, the Legal Guide to Electronic Funds Transfers (1987), which discusses the legal issues that arise in connection with money transfers using electronic means, and also analyzes possible ways of approaching these problems. Secondly, on the Model Law on International Credit Transfers (1992). The named Model Law deals with the regulation of relations arising in the process of performing transactions, starting with the instruction by the bank to place a certain amount of money at the disposal of this payee. The Convention considers, in particular, the obligations of banks of the one that gives instructions to make a payment, and the one to which this instruction is addressed; the period during which the payment must be made by this bank; the liability of the credit institution to the payer or the sending bank if the money transfer is made late or other errors are made.
Responding to the modern needs of accounting for international business transactions, in 1996 UNCITRAL adopted the Model Law on Electronic Commerce. It is designed to create favorable conditions for the use of modern means of communication and storage of information, in particular, electronic information exchange, e-mail and facsimile, both with and without the use of the global Internet. The Model Law establishes functional equivalents for paper-based communication concepts, namely, it defines the concepts of " written form", "signature" and "original". It contains standards against which the legal value of electronic communications can be assessed, which is necessary for the widespread adoption of "paperless" communications. In addition, the Model Law includes general rules on electronic commerce in certain areas In order to facilitate the use of the Model Law by interested States in the legislative process, the Commission has developed a Guide to the Enactment of the Model Law, which, where appropriate, can also be used in the interpretation of certain provisions of the law.
The Commission's attention is currently focused on three projects. These are the Legal Guide for Privately Financed Infrastructure Projects, the Assignment of Claims Convention for Receivable Financing and the Uniform Rules on Electronic Signatures.
The development of the Legal Guide for Privately Financed Infrastructure Projects aims to assist in the development of the necessary and effective legislation for states interested in attracting foreign private investment to create on their territory large objects affecting the country's infrastructure. Often in practice, such economic cooperation projects are implemented according to the "build-operate-transfer" (BOT) scheme. The relevance of this problem is explained by the fact that in the modern world, the involvement of the private sector in the development and operation of infrastructure facilities is increasingly asserting itself as a measure that helps save public funds, improve the quality standards of services provided, and also as a factor in the redistribution of resources in order to meet urgent social needs. At the same time, the development and implementation of such projects, as a rule, are associated with the complex nature of the relationship between the investor and the state - the recipient of investments. For the successful implementation of such projects, one cannot do without a favorable legal framework in the state on whose territory the investment project is being implemented. That is why the Legal Guide sets out the basic principles of the necessary legislation, the procedure for concluding contracts for the implementation of projects, the general terms of contracts for the implementation of projects, issues of regulating the consequences of changing circumstances, settling disputes, etc. The draft Guide being developed contains proposals for solving complex legal problems associated with this type of economic cooperation, which are based on international practice and the experience of various legal systems.
The inclusion of the development of a draft Convention on the assignment of claims in financing against receivables in the work program of UNCITRAL is due to the fact that in many developing countries, as well as countries in transition, many participants in the economic turnover cannot offer as security for obtaining the financing necessary for the implementation of their normal activities, no assets other than receivables. At the same time, the legal regime for the assignment of a claim (cession) in many countries is not clear and often does not meet the modern requirements of international commercial traffic. The purpose of the document being developed is to remove obstacles to the use of this financing instrument that arise due to legal uncertainty in some legal systems regarding the legal consequences of an assignment of a claim that has an international element, namely when the assignor, the assignee and the debtor are in different countries ah, as well as with regard to the consequences of such an assignment for the debtor and third parties. The Convention also intends to resolve a number of conflict issues related to this international transaction.
In its work on the draft Uniform Rules on Electronic Signatures, the attention of the Commission is focused on digital signatures, taking into account the emerging practice of electronic commerce and the medium-neutral approach that is taken as the basis of the UNCITRAL Model Law on Electronic Commerce. The Uniform Rules should not preclude the use of non-cryptographic signature authentication methods and, where possible, should take into account differences in the levels of assurance of such methods, as well as recognize different legal consequences and scope of responsibility depending on the different types of services provided in the context of digital signatures. form.
In the future, UNCITRAL plans to consider the problems of improving the legal regulation in the field of international commercial arbitration, and in particular, issues related to the enforcement of arbitral awards, interim measures in support of arbitration, the use of conciliation, the interaction between arbitration and the judiciary, as well as other relevant topics.
The desire for certainty in the legal relations between the parties to the contract, on the one hand, and the not always clear regulation of the positive right of exemption from liability when it is impossible to fulfill the obligation, on the other hand, have led to a fairly wide application, especially in commercial practice, of contractual conditions for exemption from liability in case of non-performance of the contract - the so-called force majeure clauses".
In almost all countries, the law allows for the agreement by counterparties of such conditions that can both expand and narrow the application in a particular case of the concept of exemption from liability arising from the norms of the current law. Usually, in these conditions, contracts list examples of exemption from liability, provide for the procedure for certifying the corresponding "force majeure" event and establish consequences, which usually come down to releasing the debtor from the performance of the obligation for the time being, while the event that prevents the performance of the contract continues to operate. Quite often, "force majeure clauses" also provide that after a certain time after the occurrence of the circumstance, one of the parties or both counterparties has the right to withdraw from the contract.
The content of force majeure clauses varies depending on many circumstances, both factual and legal. Among them, first of all, the legal regime of the contract should be mentioned, i.e. rules of the applicable law that should govern the impossibility of performance. There is no doubt that the clearer the provisions on this issue are contained in the positive law, the less the parties are forced to clarify their relationship in the contract in the event of the occurrence of "force majeure" circumstances. Thus, the peculiarities of the regulation in Anglo-American law of the problem of "futility" or "impossibility" of the contract, the associated multivariance and wide possibilities of judicial discretion in the legal qualification of the relations of counterparties, predetermined the extreme detailing of the content of "force majeure clauses".
It should be noted that, in general, the content of the "force majeure" clause, as well as the commercial terms of the contract, usually bears the imprint of a specific interest in the conclusion of the contract and the economic balance of power between its participants: the economically stronger partner always manages to impose such regulation, which is beneficial primarily to him and is aimed, depending on the specific circumstances, either to expand the liability of the counterparty, or to narrow his own liability in case of non-performance of the contract.
It should be noted that too broad wording of the terms of exemption from liability weakens the legal force of contractual obligations, which is unlikely to be in the interests of the business turnover, and, consequently, of all its participants.
The most typical events included in the list of "force majeure", in particular, in sales contracts in the field of foreign economic activity, are the following:
strikes, lockouts, labor disputes, abnormal working conditions, breakdown of machinery and equipment, delays in transit, government measures and restrictions, including export restrictions and other licensing, or any other event beyond the control of the seller, including war.
Since "force majeure clauses" are of great practical importance and are widely used in commercial contracts, they are included in the overwhelming majority of cases in the general conditions or standard pro forma contracts developed by both individual firms and intergovernmental organizations, international and national business associations. Based on the generalization of the experience of international commercial practice, the leading international business organization - the International Chamber of Commerce (ICC) - has proposed for use a very detailed "force majeure" and hardship clause.
Insufficiently clear normative regulation and the uncertainty of the solution in judicial practice of the problem of legal consequences for contractual obligations, changes in circumstances affecting the performance of the contract, as well as the markedly aggravated economic instability of the world economy, sharp fluctuations in market conditions, as well as a number of other socio-economic issues have led to rather the widespread use of so-called hardships in commercial contracting practice. Clauses began to be included in contracts in order to prevent or significantly reduce the effect of changed circumstances on contractual obligations, or to create a mechanism for adapting the contract to the new conditions in which it must be performed.
The main purpose of such contractual conditions, which must be distinguished from "force majeure" clauses, is to create a mechanism for mutual consultations, referral of the issue to a third party, etc., helping the parties to restore the economic balance of their interests, reflected in the concluded agreement, while certain unforeseen events.
1.3 Types of counterparties
Timely and high-quality execution of customer orders provides the company with a leading position in the competitive market for the supply of goods and services. The subsystem "Management of customer orders", which is part of the configuration, allows you to do the following:
· to implement the most effective strategy for the enterprise for servicing customer orders in accordance with the selected schemes of work used in the enterprise;
· optimally place customer orders in orders to suppliers and reserve goods in warehouses;
ensure compliance with the terms of delivery of ordered goods;
· Satisfy the requests of as many customers as possible, avoiding the occurrence of excess stock.
Provided various schemes execution of the buyer's order:
shipment of goods from the free warehouse balance;
Preliminary reservation of goods in the warehouse with subsequent shipment;
Placement of the buyer's order in previously placed orders of suppliers (the goods will be automatically reserved for this buyer's order at the time the goods arrive from the supplier);
· "work under the order", that is, placing an order for goods to the supplier for a specific order of the buyer.
Fig.1.2. Buyer Order Fulfillment Scheme
An algorithm for automatic reservation and placement is provided, which allows you to optimally place the buyer's order in orders to suppliers and in the free balance of goods in warehouses.
The configuration contains means of monitoring the status of work on the fulfillment of customer orders.
For analysis current state orders, the report "Order Analysis" is intended.
In the configuration, it is possible to quickly calculate the profitability of the buyer's order. This feature will help the manager directly in the process of placing an order to receive operational information about the planned markup (profitability) for each stock item and for the document as a whole. This will help eliminate those situations where, due to discounts, the price of the goods falls below the maximum allowable value.
To compare the planned cost and planned profit with the company's paid sales, the report "Sales by payment for the period" is intended. As one of the indicators of the report, you can use the planned cost. In this case, the planned profit is calculated as the difference between the actual selling price and the planned cost, taking into account the amount of costs.
The customer relationship management subsystem provides for the collection and organization of large amounts of information.
Fig.1.3. Customer Relationship Management Subsystem
The following contact information about counterparties is used:
addresses,
telephones,
e-mail addresses,
local phones,
random information.
Information about several contact persons representing the interests of the counterparty can be entered into the infobase.
Registration of all contacts with the counterparty, both planned and occurred, is envisaged.
The contact records contain the following information: the counterparty itself, the contact person on the counterparty side, the user responsible for the contact on the enterprise side, the essence of the negotiations, the elapsed time. Information is registered both coming from the clients themselves (incoming information) and information initiated by the user (outgoing information).
Summary information about contacts can be viewed in the general list window, and detailed information about a specific contact can be conveniently viewed in a separate window.
The configuration provides notification of scheduled contacts and other events. At a pre-specified time, the subsystem automatically sends a reminder to the user specified as the person responsible for the contact.
An email to the client can be sent directly from the configuration. The customer relationship management subsystem uses the system's own e-mail or an external mail program. Email correspondence with a client can be stored directly in the infobase.
The accumulated information is available for analysis in order to evaluate the effectiveness of contacts.
The customer relationship management subsystem not only stores information about customers' e-mail addresses, but also directly communicates with customers via e-mail.
Electronic communication with customers is organized as conveniently as possible. Thus, a user who has received a reminder of a previously scheduled contact with a client can open an e-mail window of the built-in Internet mail of the configuration or the mail program installed on the user's computer with two or three mouse clicks. Moreover, the email address of the client will already be substituted in the letter, and the “Content (Subject)” field will also be filled in based on information known to the subsystem. The user can change the substituted data to his taste.
The user can conduct electronic correspondence with clients directly in the mail program installed on his computer. This may be less convenient than using the built-in configuration e-mail, but in this case, contact information is exchanged between the configuration infobase and the mail program. Such an exchange saves the user from having to duplicate contact data in two programs.
Contractual work with counterparties pervades all economic activities of the enterprise. In work with counterparties, departments involved in financial management, the acquisition of inventory items, the sale of finished products, marketing, etc. are involved.
The most important part of working with counterparties is the function of managing mutual settlements. To perform this function, a special subsystem is included in the configuration. The subsystem of mutual settlements with counterparties covers the full cycle of operations for interaction with business partners from the moment obligations arise under contracts to their fulfillment. The flexible credit policy implemented with the help of the mutual settlements management subsystem makes it possible to increase the attractiveness of the enterprise for customers and its competitiveness in the market.
The mutual settlements management subsystem can be used in the financial, supply and marketing structures of the enterprise, allowing you to optimize financial and material flows.
Fig.1.4. Mutual settlement management subsystem
Using the subsystem allows you to analyze the change in debt over time, operating with two types of debt - actual and predicted (deferred). The actual debt is associated with settlement operations and moments of transfer of ownership. Deferred debt arises when the system reflects such events as an order for the supply or transfer of inventory items for commission, an application for receiving funds, and a planned receipt of funds.
The subsystem supports methods of accounting for debts in various sections: under contracts, transactions, individual business transactions.
The account management subsystem interacts with the customer relationship management (CRM) subsystem by using shared data and in other ways. The subsystems differ in their focus: if the counterparty relationship management subsystem is designed to solve economic problems and the operational management of material and financial resources, then the CRM subsystem provides convenient interaction with counterparty representatives, solving strategic problems of the enterprise's effective survival in a competitive market.
2 Analysis of technologies for interaction between an enterprise and government bodies and counterparties via electronic communication channels
2.1 Brief economic characteristics of LLC Trading House Service
The indicators given in Table 2.1 make it possible to characterize LLC Trading House Service as a fairly autonomous enterprise with a positive dynamics in the values of the autonomy coefficient from 2003 to 2004. However, in 2005 and 2006 its decline was noted. In 2007, the indicator shows that a trading company had no more than 40% of its own funds for the formation of property.
The value of liquidity ratios indicates an insufficient number of mobile assets of the organization to fulfill its obligations to creditors.
There are also negative indicators characterizing financial stability LLC “Trading House “Service”, the size of which did not reach the normative value throughout the five years under study, although they were close to the recommended ones.
Table 2.1
Analysis financial condition LLC “Trading House “Service” for 2005-2007
| Indicator | Optimal values | Deviation (+,-) | ||||||
| 2006 from 2005 | 2007 from 2006 | 2007 from 2005 | ||||||
| 1 | 2 | 5 | 6 | 7 | 10 | 11 | 12 | |
| Autonomy coefficient | >0,5 | 0,47 | 0,63 | 0,37 | 0,16 | -0,26 | -0,21 | |
| Critical liquidity ratio (intermediate coverage) | 0,04 | 0,04 | 0,31 | 0,00 | 0,27 | 0,26 | ||
| Absolute liquidity ratio | 0,02 | 0,045 | 0,312 | 0,03 | 0,267 | 0,26 | ||
| Current liquidity ratio | 0,96 | 0,96 | 0,98 | 0,00 | 0,02 | 0,04 | ||
| Financial stability ratio | >1 | 0,96 | 0,96 | 0,98 | 0,00 | 0,02 | 0,04 | |
| Working capital ratio | >0,1 | 0,45 | 0,66 | 0,36 | 0,21 | -0,30 | -0,19 | |
| Agility factor | >0,2-0,5 | -18,89 | -15,52 | -20,39 | 3,37 | -4,87 | -5,73 | |
Table 2.2
Analysis business activity LLC “Trading House “Service” for 2005-2007
| Indicator | 2005 | 2006 | 2007 | Deviation (+,-) | |||
| 2006 from 2005 | 2007 from 2006 | 2007 from 2005 | |||||
| 1 | Enterprise financial activity ratio (financial leverage) | 0,001 | 0,58 | 1,56 | 0,58 | 0,98 | 0,86 |
| 2 | Total capital turnover ratio (capital return) | 11,97 | 10,52 | 8,34 | -1,45 | -2,18 | -8,93 |
| 3 | Equity turnover ratio | 23,37 | 18,24 | 16,87 | -5,13 | -1,37 | -16,98 |
| 4 | Current assets turnover ratio | 12,62 | 10,76 | 8,58 | -1,86 | -2,18 | -10,03 |
| 5 | Inventory turnover ratio (inventory) | 0,07 | 0,07 | 0,06 | 0,00 | -0,01 | 0,02 |
The coefficient of security with own working capital shows that the enterprise has enough of them. Its smallest value was noted in 2007, the largest - in 2006. In 2006, its growth was noted, but in 2007 - again a decrease.
Despite the fact that the enterprise has enough own funds (as evidenced by the autonomy coefficient), the maneuverability coefficient does not reach the normative level, which means that current liabilities from 2005 to 2007 exceeded current assets.
The overall ratio of the financial activity of the enterprise had smallest value in 2005, the largest - in 2007 - 1.56.
The turnover ratio of all capital shows that the highest return on capital was in 2005, then gradually decreased in 2007 to 8.34, which is a negative trend.
An analysis of other indicators reveals that the capital of LLC “Trading House “Service” turned around most quickly in 2005, then its decrease by 2007 by more than 2 times was observed.
It should be noted that the turnover ratio of accounts payable during 2005-2007 also decreased.
All this testifies to a general decline in business activity of LLC Trading House Service.
2.2 Organization of interaction between the enterprise and government agencies and contractors
The problem of the impossibility of making transactions in electronic form between suppliers and manufacturers of goods has been discussed in Russia for more than three years at the very high level. Basically, this message comes from large Western companies that actively use electronic documents in their activities abroad.
What is the problem in Russia?
It makes no sense to conclude contracts in electronic form, if all the facts of the economic life of the enterprise are subject to registration by primary accounting documents in paper form.
Primary accounting documents contain information about business transactions conducted by the enterprise, and are compiled at the time of the operation or immediately after its completion. Such documents include various types of invoices, invoices, goods acceptance certificates, etc.
The shelf life of paper documents, such as invoices, is four years. Authorities and contractors must provide primary documentation on paper.
However, the problem is not only in the storage of business papers. The main costs fall on their preparation, search and elimination of errors, transfer to counterparties and only then for storage.
According to various estimates, the turnover of primary accounting documents is 80% of the company's document flow.
The active policy of large Western companies in lobbying their interests suggests that the obstacles to the use of electronic document management when working in Russia are primarily a problem for foreign corporations. But Russian entrepreneurs also need to change the situation. This is evidenced by the results of a survey conducted by specialists in 2007.
Questionnaires were received from 50 companies located in Moscow, St. Petersburg, Tomsk, Krasnoyarsk, Kaliningrad, Perm, Novgorod. Most of the respondents represent the wholesale and retail and the consumer goods industry. Top officials of both domestic and foreign firms operating in Russia were interviewed. The average age of companies in the Russian market was 8.4 years.
The volume of turnover of the companies participating in the study varies significantly. Thus, as part of the survey, 8 companies with an annual turnover not exceeding $25 million and 11 companies with a turnover of more than $500 million per year were interviewed. The average number of employees was about 2.3 thousand people.
In terms of geographic diversification of activities, the sample includes both companies operating at the local level (1-5 regions), as well as inter-regional and all-Russian (50 or more regions).
Companies participating in the survey carry out at least 1,000 transactions per year. Of these, 26% conducted less than 100 thousand transactions per year, 16% - from 100 thousand to 1 million transactions per year, 12% - more than 1 million transactions per year, 46% found it difficult to answer.
Only those enterprises that have implemented an integrated information system were surveyed. These include SCM (Supply chain management); ERP (Enterprise Resource Planning); CRM (Customer Relationship Management); BIS (Business Intelligence Solutions) etc.
The main part of the costs (41% of their total) arising from the use of paper documents, according to companies, falls on the production of paper documents, including the cost of paper, cartridges for printers and copiers, electricity, etc. the processes of searching for and eliminating errors in documents (expenses for maintaining and organizing the work of the so-called "reconciliation departments") and transferring documents to counterparties (expenses for loading and transporting documents, paying for telephone conversations and other types of communication) - on average, for the sample, the costs of these types amounted to 15% of the total cost. Approximately 10% of the total costs are for the storage of documents and their provision to the authorities. The least amount of expenses is required by the search for papers in archives and the payment of penalties and fines to the authorities.
It should be noted that the introduction of a legally significant electronic document management in the first place will directly affect the types of costs that, according to Fig. 2.1 Appendix 1, the largest specific gravity.
According to fig. 2.2 Appendix 1, representatives of the vast majority of enterprises expect significant reductions in costs for:
production of documents (90% of respondents);
transfer of documents to contractors (78%);
search for documents (86%);
storage of papers (84%);
elimination of errors (68%);
· granting to authorities (74%).
In general, employees of 82% of companies believe that the possibility of exchanging and storing primary accounting documents only in electronic form would have a positive impact on the activities of the organization.
To the question "Do you agree with the statement: if the company uses electronic document management and there is no need to store primary documents in paper form, the cost of the company's products (services) will decrease?" 61.2% of the respondents gave a positive answer and 36.7% - a negative one (Fig. 2.3 Appendix 2).
It is worth noting that preliminary estimate real opportunities for companies to reduce prices is more likely from a theoretical standpoint: a complete transition to an electronic form of circulation of documents throughout the economy, subject to its payback, is likely to lead to price competition between manufacturers and a decrease in the level of prices in the market. In a situation where only a part of the representatives of a certain sector is ready to implement electronic document management systems, cost reduction will rather be considered as a private competitive advantage, therefore, it is unlikely to significantly affect pricing policy firms.
In the course of the survey, specialists also checked the availability of specialized software on the market, which makes it possible even now to introduce electronic document management into the practice of companies. Rice. 2.4 in Appendix 2 reflects the willingness of respondents to implement such software for organizing electronic document management in the event of appropriate changes in legislation. Three-quarters of the respondents (75%) are ready to implement the necessary software to one degree or another; another 21% will be ready to implement it if they receive information about the positive experience of other enterprises.
Primary accounting documents are provided to the authorities state power, primarily to the tax authorities, during inspections and other activities. The average number of primary documents submitted by the surveyed enterprises to the fiscal authorities is about 20,000. in year.
The answers to the question about what should be the mechanisms for storing documents and submitting them to fiscal authorities and courts are summarized in the table. Based on these data, we can conclude that, in general, respondents are ready to switch to the exchange of documents with state authorities in electronic form, and this primarily concerns working with fiscal authorities. The recently increased state budget expenditures in the field of informatization make it possible already now to create mechanisms for analyzing documents in electronic form. Of course, in order to speak about the position of all domestic companies, a more impressive sample should have been taken. But already on the basis of the available data, a number of conclusions can be drawn. The results of the survey indicate the readiness of enterprises to switch to electronic transactions in the event of a change in legislation, as well as the awareness of the consequences of this transition.
In addition, we will give a number of justifications proving the effectiveness of the introduction in Russia of legally significant electronic document management for enterprises, consumers and the state as a whole.
We list only some of the effects from the introduction of electronic legally significant document management in Russia.
For manufacturers (suppliers):
increase the speed of the transaction;
· reduction of unproductive expenses of employees' working time, improvement of executive discipline;
reduction of overhead costs for the delivery, processing and storage of documents;
Reducing financial losses associated with untimely receipt or loss of documents;
· reduction of expenses on payment of fines and penalties to fiscal authorities;
· expanding the ability to ensure uninterrupted supply of products and planning through the organization of sustainable supply chains.
For consumers:
Improving the quality of service;
reduction in the cost of goods and services.
For the state as a whole:
· Savings on overhead costs for the transportation of documents received from enterprises upon request, the release of archival space, etc.;
· increasing the efficiency and quality level of fiscal audits and, as a result, improving tax administration;
· stimulation of business and investment activity of foreign companies actively using electronic document management systems abroad;
· expanding the boundaries of the markets of Russian companies that have introduced information technology into the practice of office work;
· stimulation of competition in the market of information and communication technologies and services, including improvement of the quality of specialized software and services of providers;
· an increase in the number of transactions in the country's economy as a whole and, accordingly, the growth of the country's economy as a whole.
Until now, we have only discussed the problem of changing the current legislation regarding electronic document management. But there is another difficulty associated with the use of electronic digital signature (EDS) in documents.
The fact is that to date, EDS has become widespread only within corporate systems using the services of one certification center. Wide interaction of legal entities using the services of different certification centers, similar to using the services of different providers, has not been established and is impossible, including for the reasons indicated above. That is, the stimulation of enterprises for the widespread use of electronic signatures directly depends on the provision by the state of the opportunity to create, accept and receive, record and store primary accounting documents only in electronic form.
What needs to be done for this? First of all, create conditions for the use of electronic documents by businesses in the implementation of transactions and their recognition as legally significant by regulatory authorities and courts. For this you need:
1. Introduce amendments and additions to part two of the Tax Code of the Russian Federation and to the federal law "On Accounting" in terms of creating the possibility of circulation and storage of documents only in electronic form.
2. Develop and approve relevant by-laws.
3. Develop by self-regulatory organizations a national standard that defines the formats for storing primary accounting documents in the form of an electronic document, and approve it by government agencies. It seems that enterprises, by agreement of the parties, will exchange documents in any format during transactions, while additionally storing documents in a format approved by the standard. However, the exchange can also take place in the format approved by the standard; if the latter is approved, the authorities should create conditions for accepting such documents only in electronic form. The document format must be open.
4. To create conditions under which the regulatory authorities, in the course of carrying out control and supervision activities, will be able to use electronic documents without requesting hard copies.
5. Conduct a pilot experiment on the basis of a large transparent company, during which the possibility of conducting control and supervisory activities using only electronic documents will be worked out.
6. In order to reduce state costs for processing both paper and electronic documents, create conditions to stimulate the transition of enterprises to electronic document management.
7. Create similar conditions for the acceptance of documents only in electronic form by others executive bodies state authorities, where business entities are obliged to provide them upon request (by courts, investigative and inquiry bodies, the State Duma).
The “each with each” scheme, despite its attractive, at first glance, simplicity, has fatal flaws, namely:
Lack of versatility. This disadvantage is that it is easy to work directly with one counterparty, but when there are more counterparties, the system immediately becomes expensive and difficult for the end user. After all, he has to maintain and update separate software packages for each department with which he carries out paperless workflow;
Poor scalability, since setting up each additional exchange direction requires special operations on the user's side. For example, you have to "prescribe" the recipient's address and its public key, test the connection, etc.;
The impossibility of quality control and the difficulty of resolving problematic situations with a government agency. Such situations can arise, for example, when a particular document is lost when it is transmitted via communication channels, or when a dispute arises about the time of formation and sending of a document.
Fig.2.5. Single window infrastructure
The architecture of the "single window" solution is very simple - all participants in the workflow exchange data through the gateway workflow server. A certain number of taxpayers and regulatory authorities are connected to each of the servers (according to a regional or departmental principle). The interaction of enterprises and regulatory authorities connected to different servers is organized through "roaming": the servers transmit encrypted messages to each other in order to deliver them to the desired destination.
The advantages of this technological approach in comparison with the "each with each" scheme are obvious. They are as follows:
The rules for providing electronic document management services are simplified, since each participant in the document flow interacts only with the system server closest to him. Interaction with the outside world is carried out through a single simple interface;
The cost of services is reduced, as they are provided "in one package", on one technological platform. At the same time, it is possible to simultaneously work on the same territory of a number of operators and form a competitive market;
The quality of the service is improving. Since the document management server logs and monitors the entire data transfer process, the operator can quickly respond to emerging problems associated with the delivery of documents.
All this leads to an increase in the reliability and attractiveness of the system and an acceleration in the growth of the number of subscribers. And they are not interested in this last turn and the regulatory authorities themselves, who get a real chance to get rid of the voluminous work of mechanically entering information and storing paper archives.
Note that the principle of "single window" is the most natural and obvious approach to building systems in which the interaction of many subjects is expected. For example, the Internet or the telephone network are arranged in the same way: each subscriber interacts with exactly one access point. Through this point, he receives the full range of services and exchanges information with other subscribers.
The offer of the SKB Kontur company for the implementation of the infrastructure of the "single window" is the environment of the secure and legally significant paperless workflow "Kontur-Extern". The above technological approach is consistently implemented in the "Kontur-Extern" system. More than 30 system servers operated by SKB Kontur and its regional partners are combined into a single roaming space, to which about 40,000 taxpayers and more than 600 inspectorates of the Federal Tax Service of Russia in 54 regions of the Russian Federation are connected.
The basis of the architecture of the "Kontur-Extern" system is the so-called "thin client" principle. It relieves the taxpayer of the need to update reporting software at the workplace. It is possible to both prepare reports directly on the system server and import data from automated accounting systems of most manufacturers. In addition, the system supports the exchange of requests and statements from the taxpayer's personal account, non-formalized document flow, sending bank messages to the tax authority about opening (closing) accounts.
The Kontur-Extern system is annually certified by the Federal Tax Service of Russia. To ensure the protection of confidential information from unauthorized access, as well as to prove the authorship and ensure the integrity of electronic documents, encryption and digital signature tools certified by the Federal Security Service of Russia are used.
In addition to tax and accounting reporting, the Kontur-Extern system also supports all forms of reporting for legal entities and individual entrepreneurs to the territorial bodies of the PFR, the FSS of Russia and Rosstat. In several regions, pilot projects have been launched to submit reports to these departments through the “single window” interface in the “Kontur-Extern” environment.
The developer of the Kontur-Extern system, the manufacturing company SKB Kontur, has been operating in the market of information systems for the automation of accounting and management accounting since 1988. There are more than 300 qualified IT specialists at the company's head office in Yekaterinburg. Branches of the firm are open in five cities - Moscow, Chelyabinsk, Perm, Khanty-Mansiysk, Ufa. The partner network includes more than 400 companies that distribute and maintain SKB Kontur software products throughout Russia.
2.3 The main problems of interaction between the enterprise and government agencies and counterparties via electronic communication channels
Let us consider the problem of the formation and use of operational systems from the point of view of their social orientation and discuss the role of system operators.
In the organizational and legal aspect, the problem of the operator has not been sufficiently understood, and the legal status of this category of specialists and organizations has not been worked out.
The work of the operator must be considered as a specialized information activity associated with purposeful processing of information using specially oriented programs. This, in turn, leads to the solution of questions: who can be a system operator, what is its legal status (role and tasks, functions, powers, responsibility).
In legal status studies, operators are defined as organizations specialized in providing access to information on the network through communication channels and providing remote access. Operators (providers) are distinguished by the types of services provided: network access providers, content (content) providers, host providers. The interaction of the operator with the users of its services, acting as senders of information, is defined as interaction with the second party (the first is the operator himself), and the user - the recipient of information - acts as a third party. The content operator generates its own content and provides access to it under certain conditions; the host provider provides a resource for hosting user content, the availability of which is set by these users; network access providers provide the corresponding service by providing communication access lines or access points. Their service is to provide data traffic without persistent storage.
In the current legislation, norms have appeared that relate to the operator of the information system. In the federal law "On information, information technologies and information protection" (No. 149-FZ of July 27, 2006), an information system operator is defined as "a citizen or legal entity engaged in the operation of an information system, including the processing of information contained in its databases” (Art. 2, para. 12).
In the course of applying this article, a collision with the concept of “owner” of information as a subject of legal regulation is possible (Article 2, paragraph 5). According to the law, the owner is a person who independently created information, or a person who, on the basis of law or an agreement, allows or restricts access to information. The law refers to the owner of information both individuals and legal entities, as well as the Russian Federation, subjects of the Russian Federation, municipalities (Article 6). Here we see the expansion of the composition of subjects-owners and the lack of connection with the topic of the network operator. Compared to Art. 2, the number of holders includes state authorities and municipal governments. What kind of operator can be considered as the owner of the information with which he works?
The issue of the regulatory formalization of the legal status of an information system operator is becoming more acute: in Art. 13, paragraph 2 says that, unless otherwise provided by federal laws, the operator of the information system is the owner (no longer just the owner) “used to process the information contained in the databases technical means who lawfully uses such databases, or a person with whom this owner has entered into an agreement on the operation of the information system. Simultaneously with this general rule in Art. 14, dedicated to state information systems, the rules for this level of resources and processing systems are prescribed. State information systems are created in accordance with the federal law "On placing orders for the supply of goods, performance of work, provision of services for state and municipal needs" (No. 94-FZ of July 21, 2005). This assumes that the operator is not the same as the customer and creator of the information. Along with this, the customer himself, that is, the authority, can act as an operator. According to paragraph 6 of Art. 14 of the Federal Law "On Information" The Government of the Russian Federation establishes mandatory requirements for the commissioning of individual state information systems. And according to paragraph 5 of the same article, unless otherwise established by the decision to create a state information system, the body itself acts as an operator and itself puts this system into operation.
From the foregoing, a conclusion follows about three options for legalizing national state information systems and determining the role of the operator. In the first option, the state authority combines the functions of the operator and the customer. The second provides for the creation of state information systems by decision of the Government of the Russian Federation and its regulation of the order (commissioning) of processing systems and establishes requirements for the technical support of the system. The operator status is set in the same order. Finally, a third option is possible: the right to the information resource is also transferred to the operator, moreover, the right to transfer it to another operator. The legal status of an information system operator in accordance with the Federal Law "On Personal Data" (No. 152-FZ of July 27, 2006) requires special consideration, taking into account the norms established by the Federal Law "On Information".
Decisions in the field of administrative reform in the Russian Federation are essential for resolving the issue of the legal status of an information system operator. The basic documents here are the legal acts of the Government of the Russian Federation, which approved the Concept for the use of information technologies in the activities of federal authorities until 2010 (dated September 24, 2004), the federal target program "Electronic Russia" (2002-2010), as well as Government Decree No. 679 dated November 11, 2005 "On the procedure for the development and approval of administrative regulations for the performance of state functions and administrative regulations for the provision of public services." For the topic under consideration, the last of the listed normative acts is important. It is this resolution that contains an indication of the separation of state functions and state services in the information sphere. The definition of features and criteria would make it possible to most clearly identify the role and status of the operator for these two categories of government activities.
For example, Government Decree No. 679 made an important step towards separating the functions of executive authorities from the provision of public services and set the task of creating a procedure for the development and approval of administrative regulations for the performance of public functions and the provision of public services. At the same time, it is necessary to clarify which services are implemented by the authority directly in communication with the population, and which should be performed for the state apparatus itself and on what organizational and legal basis. A number of issues need to be more carefully considered and regulated: who is the owner (or other form of possession) of the processed resource by the system operator, who is outside the structure of the authority? To what extent does it serve the functions of the body, and to what extent public services? How does this affect his powers? The formulation of these questions is important for considering the legal status of a new type of operator - the operator of cross-border transfer of electronic documents in the information interaction of subjects under the jurisdiction of different states.
With the massive spread of the Internet, the population of the planet has received almost unlimited informational freedom. Unfortunately, it did not create the necessary basis for remote legally significant interaction between subjects from different countries. Such interaction can be organized only on the basis of secure electronic documents, which excludes anonymity.
The study of the state of legal regulation of cross-border interaction of Internet users located in different states and determining the legality of their actions on the basis of national legislation, even when performing cross-border transactions, shows that information technologies are becoming increasingly important as components of a qualitatively new technical phenomenon - computer networks. Therefore, legal regulations for the implementation of electronic procedures using special programs and databases should be specific and, if possible, similar.
An analysis of scientific papers and current regulations at the international level shows that the main attention long time paid attention to the definition of the legal nature of computer programs and databases in terms of their regulation by intellectual property institutions. The chain of relations of all subjects included in the process of information cross-border interaction did not receive due attention. The shift has occurred since the adoption of international acts on the regulation of relations in electronic commerce, in particular the Directive of the European Union 2000/31 / EC of June 17, 2000 and the acts of international and national regulation that followed it.
About six months earlier, the European Commission issued Directive 1999/93/EC "On the conditions for the use of electronic signatures in the Member States of the Community", which attempted to lay a pan-European legal basis for cross-border interaction. The European Commission assumed that such signatures would facilitate the sale of goods and services via the Internet. To date, all 25 EU member states have implemented the provisions of this directive in their legislation.
In addition, the European Commission has developed an action plan to improve technology and establish the legal status of electronic signatures, providing legal relevance (this plan should be implemented by 2010). The European Commission would very much like to further promote the development of services and applications related to electronic signatures. It is planned to encourage further standardization to ensure the interoperability of different electronic signature systems both at the national and pan-European level, as well as to use different technologies for qualified electronic signature within the single market.
It should be noted that at the 15th Russia-European Union summit held in Moscow on May 10, 2005, a road map was approved for a common space of freedom, security and justice. This "road map" provides for cooperation and solving a number of problems, including cross-border interaction between subjects of different states. In particular, the document contains the clause: "to promote cross-border cooperation with neighboring EU member states by establishing interaction between various national ministries and law enforcement agencies, starting from regions with a high intensity of cross-border traffic."
In addition, on November 23, 2005, at the 53rd meeting of the 60th session of the General Assembly, the UN Convention “On the Use of Electronic Messages in International Contracts” (resolution 60/21) was adopted to ensure cross-border economic interaction.
As an active participant international relations Russia is interested in stepping up work in the area of using electronic signatures. And it is quite natural that a lot of work is being done in this direction.
Recall that in connection with the adoption of the Federal Law "On Information, Information Technologies and Information Protection", the Federal Law "On Participation in International Information Exchange" was canceled. This fact, as well as a large discussion that accompanied the adoption of the 4th part of the Civil Code of the Russian Federation, which included such subjects of legal regulation as computer programs and databases, the use of brand names, created new opportunities for more detailed and substantive regulation of cross-border relations and legal mechanisms for the legalization of electronic documents in the cross-border space, establishing trust between participants in information interaction.
To identify the entire composition of the subjects involved in the cross-border transfer of information, it is required to build a clear and complete model of their relationship with each other. As you know, the issues of interaction between the user and providers, as well as between different providers, were considered separately from the issues of interaction between two or more users using IT, since these types of information interaction lie, as it were, in different planes.
Much work in this direction is being carried out by the Federal Agency for information technology. The concept of a third trusted party in cross-border information interactions between residents of different states has been developed, all-Russian and international conferences have been held.
To date, a solution has been presented, which is based on a generalization of bilateral agreements of different countries on the exchange of information, analysis and generalization of the legal aspects of the cross-border use of an electronic signature from the point of view of the legislation of the Republic of Poland, the experience of the EurAsEC countries, the CIS, and the experience of electronic commerce. A model of interaction between participants in relations for the cross-border transfer of an electronic document and its electronic signature has been prepared.
Let us briefly outline the subjects and levels of legal relations, as well as the nature of legal acts that ensure the rights and obligations of each of the parties - participants in this process. Firstly, the subject of relations is the transmitted electronic document or a set of them, and, secondly, the object of legal regulation is the relations of participants in the cross-border exchange.
These relationships look like this. Conditional entities A and B, each of which has its own jurisdiction, enter into a legal document exchange relationship: entity A ensures the transfer of its electronic document by interacting with its counterparty (partner) B. Each of the participants (A and B) at the same time interacts with its operator (Oa and O).
Their operators have three tasks:
Accept correspondence from client A, enter it into the register of received electronic documents for cross-border transfer; control the confirmation of the effectiveness of his electronic signature at the time of its transmission through the communications system to the jurisdictional zone of the state of the client B regarding the electronic signature of an electronic document or message.
Confirm the validity (authenticity) of signature A to another provider (operator O) by generating an electronic apostille, which includes the details of the operator, the date and time of its formation and dispatch, certified by the signature of an official of the operator, and transmit over the network to the address O for addressee A.
Inform client A about the operations performed with his ED by sending him a confirmation (receipt), if it is provided for by the contract.
Operators of participants A and B (Oa and O) accept electronic documents or messages and record in their registers the fact of receipt, control of the electronic signature, its certification (formation of an apostille) and sending.
Of course, the legal registration of the interaction of participants in the information cross-border exchange involves the conclusion of relevant agreements. In this case, two types of contracts are required: each of the users of the operator's services with its own operator, as well as each operator with its foreign partner-operator (in our example, between Oa and Oa).
However, this is not enough for a full-fledged legal information interaction between participants A and B, which can represent both individuals and legal entities, as well as public authorities of different states. There is a need for initial international acts regulating the procedure for implementing cross-border information exchange.
The widest information space can be provided by such an act as an international convention on ensuring cross-border interaction based on an electronic document (message) and an electronic signature. The States parties to such a convention, by ratifying it, would assume the responsibility of creating an infrastructure and an adequate legal framework within the structure of national legislation. For the transition from the convention to specific agreements between the operators of the interacting states, one more international document is required - standard contract operators of the countries - participants of the convention.
All types of legal documents that ensure the process of cross-border information exchange based on an electronic signature (digital signature) must be prescribed by the proposed convention and accompanied by Regulations on the relevant service of each party to the convention, defining functions, operations, the availability of administrative and technical regulations necessary from the point of view of national legislation .
In the course of this preparatory work, a number of problems have to be solved. First, the community must agree on the level of the convention and how it should be adopted. It seems that a body is needed that is authorized to adopt an act that is valid on the widest information space. Secondly, it is important to define the powers of transboundary trust operators, as well as their responsibility. Thirdly, it is important to establish the subject of the operator's control activity - whether it is only an electronic signature, or is it also the content of the document.
In addition, it is necessary to establish a rule according to which the operator cannot claim ownership of the registries that he maintains and the documents that he provides circulation over the network, but he is responsible for their integrity and safety, as well as the confidentiality of all information of his service. .
For each country participating in the proposed convention, it is important to resolve the issue of the organizational form of trust operator services, which could promptly interact with its certification centers, confirming the validity of the certificate for signature keys at the time the electronic document arrives in the legal field of the counterparty. For the Russian Federation, the Federal Information Center of the Russian Federation, an independent state body that provides services according to the scenario described above, can become such an organizational center. He is responsible for the reliability and timeliness of the data provided to the other side of the cross-border mechanism for monitoring the effectiveness of the received electronic document for a specific addressee in accordance with the convention of the participating parties, as well as under the terms of an agreement between two specific national trust services.
The proposed model will make it possible to link the peculiarities of the national legislation of the parties to the convention with general requirements to ensure cross-border exchange of electronic documents and messages.
3 Improving the technology of interaction between Service LLC and contractors
3.1 The use of electronic communication channels when interacting with government agencies and contractors
The electronic nervous system (ENS) is a set of processes for processing and managing information flows that require proper integration of hardware and software. Distinctive features of such a system are the accuracy, timeliness and completeness of the information provided to employees, as well as the depth of understanding of problems and the consistency of decisions based on the information received.
An efficient electronic nervous system uses technologies that help government services and departments in the high-quality and efficient performance of internal administrative tasks, the provision of services to the population, and the definition of prospects. Government automation requires an architecture that is flexible enough to interoperate with existing existing systems, including decision support systems. At the same time, such an architecture should use emerging technologies, especially those related to the Internet.
At present, much of the information is still in paper form, so moving to a system where information is stored electronically and organized by the importance of the tasks facing the public service can bring significant benefits. ENS also provides an opportunity to streamline the protection of personal data and protect the privacy of citizens from infringement. This is achieved by having data protection and access control tools that can be used to carefully control this data and restrict access to it only to those who have the necessary authority to do so.
The electronic nervous system is based on the following principles:
The architecture of the system is based on personal computers and has a single secure entrance;
All data is stored electronically;
a unified system of e-mail exchange is provided;
Provides remote connection to the system;
· Provides standard tools to improve end-user productivity;
Integrated business applications are provided.
Effective ENS is not limited to the implementation of the above principles. How these components work together, how they are combined into a single whole, plays a significant role.
Proper use of the principles underlying the ENS will increase the cost-effectiveness of governments in carrying out the full variety of their functions. This leads to lower operating costs for maintaining the computing environment and frees up resources to expand the services provided.
There are a number of key components that allow a public institution, when building an ENS, to increase the efficiency of its costs and use available resources more productively:
Collaboration (ensuring the free exchange of data between civil servants);
publication and search (accumulation and sharing of experience);
· Determining the course of action and tracking results (analysis of key issues and prioritization of areas such as the operation of the social security system, housing management, collection of crime or tax data);
Data analysis (transition from the accumulation of information to the identification of certain trends, for example, to the identification of demographic trends, the analysis of crime characteristics, the study of cases of fraud);
professional development (training and education of employees).
The ENS system for public services is solid foundation for data exchange and collaboration; it also includes tools that make it easier to access data, make it easier to analyze it, and provide the right information more quickly in response to a particular request.
The second component of an effective ENS system is closely related to the achievement of high performance in a wide range of public service activities: management and financing, supply and logistics, service delivery, etc.
Government agencies, in their efforts to improve their decision-making processes and their internal operations, are often challenged by the large volume and complexity of data that comes from various computer systems. To solve these problems, many organizations create data warehouses. Such a repository contains grouped, unified information that was originally received from other systems; it is the basis for decision making and data analysis.
The third key component of the ENS system is building strong relationships with the public and business partners.
The Internet is increasingly becoming the main way to interact with the public. Internet-delivered government services can be provided at home (for those citizens who have their own Internet access) or through Internet centers, which are either operated by federal or local governments, or organized at libraries, post offices, supermarkets. At the same time, it is necessary that not a single citizen be limited in his civil rights due to social or economic reasons.
Partners of these services have an important role to play in helping public services to provide effective and accessible services. Such assistance consists both in providing technology for managing data transmission facilities (for example, computers installed in post offices and supermarkets that are connected to the Internet and available to everyone), and in the development and implementation of new technologies (for example, electronic smart cards).
A significant part of the costs of public institutions is associated with the purchase of goods and services, as well as with the logistical and financial support of these purchases. Increasing the level of automation in the formation and verification of orders and payments will free up significant resources and direct them, instead of performing administrative functions, to the direct provision of services.
3.2 Improving the methodology for preparing and concluding organization contracts
The regulation must be put into effect by the Order for the enterprise after the appropriate approval by the Board of Directors of LLC "Trading House" Service "and regulate the rights and obligations of the company's employees when agreeing and approving contracts.
Based on the criteria set out below, the Head of the Contract Department makes a decision to submit the contract for approval, determines the Contract Curator, the Services of the company for which the Contract must be approved, controls the approval of the Contract, controls the compliance of the Contract with legal requirements.
The Registrar of Contracts is an employee of the Contract Department, who receives all Contracts from the head of the Contract Department and registers them in the database, is responsible for passing the approval of the Contract, processing the comments of the coordinating services.
Contract Curator - an employee of the Company in the office, who is responsible for the conclusion and execution of the Contract, acts on behalf of the Company within the framework of its official duties. The Contract Curator is the Company's contact person to the Counterparty and must be in charge of all issues related to the curated Contract. The curator of the contract is determined by the nature (subject) of the contract.
Budget Owner - an employee of the Company who is responsible for the expenditure of funds according to strictly defined budgets AFE (Authorization of expenditure of funds). The owners of the budgets are determined during the preparation and approval of the Company's Budget for the year. The owner of the budget can be at the same time the Curator of the Agreement, if he initiates and directly coordinates the work under this Agreement.
The executor of the Agreement is an employee of the Company who acts on behalf of the Company within the framework of his official duties. Contract Executor initiates the Contract with the consent of the relevant Budget Owner and Line Director, supervises the execution of works in the field and confirms the physical volumes of the work performed. Also, the Contractor of the Agreement puts approval on financial documents.
The Initiator of the Agreement is the Contractor of the Agreement or the Curator of the Agreement or the Owner of the Budget, or the Direction Director who requested the Agreement from the Counterparty for consideration and approval or transferred the Model Agreement to the Counterparty.
Direction Director - Deputy General Director, responsible for a certain area of the Company's activities according to the staffing table, as well as for the actions of employees subordinate to him.
The regulations should indicate the types of contracts used in the work of LLC Trading House Service.
A standard contract is a contract that contains standard clauses worked out by the Company's services and requires less time for its approval. Curators of the Contracts should make every effort to process transactions for reusable services and the purchase of goods and materials under the Company's standard contracts.
An atypical contract is a contract that is being approved by the company as amended by the counterparty. Must be included. A non-standard contract should be submitted for approval, as a rule, in cases where technically complex goods, works, services are purchased or the counterparty occupies a monopoly or dominant position in the market.
Framework contract - a contract concluded for the implementation of several purchases without agreeing on certain essential conditions of a particular purchase. At the same time, the specific conditions of each purchase are determined by the Addendum to the contract (additional agreement, specification, application, etc.). The framework contract can be both standard and non-standard.
Contract negotiation scheme.
Stage 1: receipt of the Agreement for approval.
The curator should strive to conclude an Agreement, the draft of which is developed and approved within the company (standard agreement). If a draft Agreement developed by a counterparty is submitted for approval, the Curator, in order to conclude an agreement in the form of a single document, must take all possible measures to obtain a copy of the agreement in electronic form.
Before submitting the Contract to the company's office, the Initiator is obliged to obtain visas of the relevant Budget Owner and Direction Director, which confirms the Service's interest in concluding the Contract and the availability of funds provided for by the company's budget for the relevant purchase.
Contracts must be received by the office of Trading House Service LLC from the Initiator in advance, at least one and a half months before the start of the contractual relationship in accordance with the Production Program approved by the Board of Directors of the company and the Order of the General Director issued in pursuance of the Production Program, except for cases when the need to conclude an agreement could not be foreseen by the Initiator with the due degree of diligence and care in the performance of his official duties.
The Initiator is personally responsible for the implementation of all necessary actions to ensure the receipt of the draft agreement for registration no later than one and a half months before the entry into force of the Agreement.
On the need to conclude an agreement for the purchase of goods, works or services not provided for by the Production Program and the Order issued in pursuance of the Production Program, or an agreement, although provided for by the Program and the Order, but sent to the office later than the above one and a half months, or an agreement for the purchase of goods, works, services not provided for by the approved budget of the company, before transferring the contract for registration to the office, the Initiator is obliged to draw up a memorandum addressed to the Chairman of the Board of Directors, which details and justifies the reasons for non-compliance with the general procedure for receipt, registration, approval and signing of contracts provided for by these Regulations and the need for a treaty.
Stage 2: making a decision on the transfer of the Agreement for approval.
After receiving the Agreement, the Head of the Office or the responsible secretary registers the received Agreement in the Book of Registration of Received Agreements and assigns an incoming number to it. If prior to registration it turns out that the Initiator of the Agreement is unknown or the draft Agreement is received directly from the counterparty, such Agreement is not registered in the Register of Received Agreements, but is transferred to the appropriate competent service. If none of the services is interested in accepting the received Agreement from the office, it is rejected by the office.
After the Contract is registered in the Register of Received Contracts and an incoming number is assigned to the Contract, it is transferred to the General Director, who determines the general need for the company to conclude the received Contract, and, if necessary, sends the contract to the Contract Department for registration by means of his visa.
After the Agreement is received by the Contract Department of the Legal Department, the head of the department checks:
1) the availability of matching visas of the relevant Budget Owner and Director for the direction;
2) the presence of an incoming number assigned by the office of the Treaty;
3) the presence of the visa of the General Director on the transfer of the Agreement to the Contract Department;
4) the presence of the relevant purchase of goods, works, services in the Order of the General Director issued in pursuance of the Production Program;
5) the period before the start of the implementation of the draft contract in accordance with the approved Production Program;
6) availability of a motivated memorandum of the Initiator of the draft contract, endorsed by the Chairman of the Board of Directors (in the absence of a purchase in the Order of the General Director or the receipt of a registration contract in violation of the one and a half month period before the purchase in accordance with the Production Program);
7) in cases stipulated by the Regulations on holding tenders, the presence of a Protocol (Note) on the conducted tender and testifying to the choice of exactly the counterparty at the end of the tender, the Contract with which was submitted for approval.
In case of violation of at least one of the specified conditions, the contract is not subject to registration in the Company's Contract Database and is returned to the Initiator.
If the Head of the Contract Department determines that the draft contract meets all the requirements, then he determines the Curator of the draft contract, the services of the company, in which the draft must be approved and the draft contract is submitted to the Registrar for entering it into the Contract Database, assigning the original registration number, seal of the Accompanying sheet for approval of the Agreement and sending it to the Curator.
The Registrar shall assign to each Contract an Original Contract Registration Number (RNN). The original RND allows you to accurately identify the Agreement in the Company's database and is not subject to change. For the convenience of electronic accounting of Agreements, the RND must have the same number of characters and contain the following information:
Year of conclusion of the contract, for example "07"
Continuous three-digit serial number, for example "012"
Continuous two-digit serial number of the additional agreement, for example "00", which always means the main Agreement.
Additional agreements or annexes to existing Agreements that are subsequently concluded (mainly to framework Agreements) must contain a reference to the number of the Agreement itself
If the Agreement already has the registration number of the Counterparty, then the RND, as a rule, is put through the “/” symbol. Contracts are accounted for under the RND of LLC Trading House Service.
The Registrar draws up an Accompanying List for approval. On the Accompanying Sheet, the Registrar puts down in the appropriate fields of the RND Sheet, the name of the Counterparty, the subject of the Agreement, the type of Agreement and full name. Contract Curator. The Head of the Contract Department approves the Accompanying Sheet, after which the Registrar passes it to the Contract Curator.
Stage 3: the Curator's actions to agree on the Agreement.
After receiving the Agreement with the Accompanying sheet, the Contract Curator determines: the need to purchase goods, works, services; the expediency of the purchase from the counterparty, the Agreement with which was submitted for registration; average market prices for the purchase of similar goods, works, services at the place of business of the company, which is a certificate attached to the draft contract.
The curator of the Agreement puts the full name. The owner of the budget, the validity period of the Contract or the deadline for completion of works/services, the supply of goods and materials, the code AFE-Item (link to the budget), as well as the amount of the contract with VAT (in the currency of the contract). If the Agreement is a framework Agreement, the Contract Supervisor sets the estimated amount of the Agreement, which corresponds to the Company's plans for these types of work in relation to this Counterparty. If the work is planned to be carried out at the expense of different budgets, all planned Budget Items (AFE-Item) are listed.
At the same time, the Curator must request from the counterparty a decision on the creation, documents confirming the authority of the person signing the contract on behalf of the counterparty (minutes/decision on the election of the general director or a power of attorney), financial statements (certificate of tax registration, balance sheet and income statement and losses as of the last reporting date with a tax authority’s mark of acceptance or other evidence of the transfer of reporting to the tax authority). The documents specified in this paragraph are not requested if there is a positive experience of working with a counterparty from whom such documents were requested earlier, or these documents were requested and submitted by the Initiator along with the Agreement.
When purchasing goods, works, services for a total amount of more than 3 (three million) rubles, the Curator must request the documents specified in this paragraph, also in the form of notarized copies.
The documents received from the counterparty are attached to the draft agreement, after which it is returned to the Registrar. If there is an electronic copy of the draft agreement, it is also sent to the Registrar by internal e-mail simultaneously with the transfer of the agreement on paper.
All actions of the Curator set forth in this paragraph must be completed within a period of no more than 3 days. If notarized copies of documents are requested by the Curator, they are transferred to the Registrar immediately after they are received.
4th stage: approval of the Agreement by the services of the company and settlement of comments.
Upon receipt of the Agreement from the Curator, the head of the Contract Department must check that the Curator has completed all the necessary actions and that all the necessary documents listed in the previous stage are available. After that, the Registrar makes copies of the Agreement according to the number of coordinating services and at the same time transfers copies of the Agreement to these services, determined by the head of the Contract Department. Together with a copy of the Agreement, the tax reporting received by the Curator is sent to the UBU. Documents defining the legal status of the counterparty and confirming the authority of the person signing the contract on behalf of the counterparty are transferred to the head of the Contract Department for legal examination together with the Contract.
After receiving the Agreement from all coordinating services, the Agreement with the accompanying sheets of such services is submitted for approval to the First Deputy General Director for Economics and Finance.
Upon receipt of the Agreement, the approval service sets the date of receipt (the date of receipt of the document for approval by this service) and considers the agreement in the manner and within the time limits approved in this Regulation. If there are no comments in the “No comments” column, the “x” sign is put, the date of dispatch (the date of transfer of the Agreement to the next coordinating employee), a signature with a transcript. In this case, the relevant services also sign the approval stamp on the contract.
If there are comments on the Agreement, then the “x” sign is placed in the “With comments” column, as well as the date of sending and the signature with a transcript. At the same time, the remarks themselves are described on page 2 of the Cover Sheet. If necessary (if there is not enough space on page 2), the remarks of the service are drawn up on a separate sheet (for example: “Clause 3.1. of the Agreement should be stated as follows: [proposed text of this clause]”. In this case, a link is made to page 2 “see Remarks on a separate sheet.” The signature in the stamp of approvals on the Agreement is put by the relevant service after the comments have been eliminated or the Protocol of disagreements has been drawn up.
If not all the fields of the Accompanying sheet are filled in, it is considered to be blank and the Registrar returns it to the relevant Service to eliminate the deficiencies.
All Services that have received the Agreement for approval must review it within no more than 3 days (for non-standard contracts) or no more than 1 day (for standard contracts).
A copy of the Agreement with the Accompanying Sheet is submitted by the Approving Service to the Registrar.
The settlement of the comments and disagreements received during the approval of the draft contract, both within the company and directly with counterparties, is the responsibility of the Curator. Existing comments and disagreements must be eliminated within 5 days.
Registration of the results of the settlement of comments and disagreements (introducing changes to the draft contract in electronic form, drawing up a protocol of disagreements) is assigned to the Contract Department. The data received from the Curator on the results of the settlement of comments and disagreements must be completed within 1 day.
After drawing up the results of the settlement of disagreements, the Registrar submits the draft agreement to the services from which the relevant comments were received. The competent person of the relevant Service, confirming the fact of elimination of the comments, puts the mark "Comments removed" and the date of their removal.
5th stage: signing of the Treaty.
The Agreement with the visas of all coordinating Services of the company is returned to the Registrar, who finalizes the Agreement for signing and on the same day submits it for the signature of the General Director.
The basis for signing the Agreement by the General Director of the company is the Agreement received from the Registrar with the obligatory presence of the “issuing” visa of the First Deputy General Director.
Stage 6: support of the signed Agreement
The signed agreement is transferred to the Registrar, who affixes the signature of the General Director with the seal of the company. The second copy of the Agreement may also be handed over to the Curator for sending to the counterparty, in which case the Curator must put an appropriate mark on the contract approval sheet. In the event that the Agreement received by facsimile (without the original seal and signature of the counterparty), signed by LLC Trading House Service, was agreed upon and signed, the original copy of the Agreement is not sent to the counterparty until the original copy of the counterparty is received.
On the copy of the Agreement of LLC “Trading House “Service”, the Registrar affixes an imprint of a stamp for filing the original Agreement. Such an imprint is placed in the lower left corner on the front side of each page of the approved Agreement, and the Registrar signs each page with the decoding of the signature.
After sending the second copy of the Agreement to the counterparty, the Registrar scans the Agreement and enters an electronic copy into the Agreement Database, with simultaneous filing of the original copy of the Agreement in the appropriate archive folder. All additional agreements, agreements, protocols, annexes, specifications and other documents are stored together with the main Agreement.
Conclusion
Any subject of civil law that has some kind of relationship with the original enterprise can be considered as a counterparty. When deciding to participate in some form of economic cooperation, business entities are guided by well-defined interests and try to solve specific problems. The main driving force that encourages the subject to search for a partner is the presence of an unsatisfied need.
There is still no clear and unambiguous understanding of the essence of partnerships in business, although partnership terminology is widely used today in business practice, for example, a strategic partner, production, financial, investment, etc. partners, as well as partnership as a form of business organization.
Any enterprise needs effective partnerships - this is the main condition for its successful functioning within the framework of one or another fragment of an integral economic process. At present, the most important is the predisposition to cooperation and the constant search for the most effective partnerships, during which the reorientation of activities is carried out in accordance with market conditions, that is, partnerships allow the company to achieve, maintain and strengthen its competitive advantages.
Limited Liability Company “Trading House “Service” is an enterprise with a private form of ownership.
The society was founded in 2000. The main activities of the organization are: wholesale trade in stationery and stationery, building materials, as well as other wholesale trade.
The purpose of the activity trade organization is to meet consumer demand for building materials, furniture, stationery and household chemicals.
The organization of electronic interaction between economic entities and state bodies in order to improve the quality and efficiency of government is one of the most important tasks and priorities of modern society. The volume of document flow between business structures and government bodies authorized by law to receive and process various kinds of data is constantly growing. Accordingly, the volume of information and the number of indicators processed in state information systems are increasing. Awareness of the role of state structures as sources of service for citizens and enterprises leads, in turn, to an increase in the flow of documents and vice versa - regulatory, reference information, and other information are transmitted to business entities at their request.
The main problem remains the state of the environment in which this interaction takes place. If at both ends of the information transmission channel in the overwhelming majority of cases there are modern automated information systems that efficiently and efficiently process the information received, then the channel can be compared with an enterprise accountant who transports thick folders of reports by public transport, or with a postal parcel, again with numerous papers. Such a clear discrepancy between the quality and capacity of the used information transmission channels and data processing systems leads to the fact that the latter are by no means loaded at full capacity.
It is possible to significantly improve the quality of information processing systems if the process of interaction between them is transferred exclusively to electronic rails. It is the transmission of data in electronic form via telecommunication channels that is the only way of interaction for modern information systems.
There are two ways to organize electronic document management between business entities and government agencies. The first approach is a workflow scheme "each with each". Business entities send data directly to the addressee. For example, a taxpayer sends encrypted and signed reports by e-mail directly to the inspectorate. The second approach is the "single window" scheme, where the user only interacts with the system operator's server.
As one of the directions for improving contractual work, we propose to bring the system of work with contracts to a centralized one. Allocate a department in the structure of Trading House Service LLC to increase the efficiency of contractual work and minimize the risks of a trading company by regulating and standardizing the procedure for agreeing and signing contracts. We also offer the Regulation, which is a guiding document that is mandatory for all structural divisions of LLC Trading House Service. The regulation defines a unified procedure for preparing, agreeing, concluding, amending or supplementing and storing contracts, as well as the rights, duties and responsibilities of persons participating in the process of conducting contractual work in a trading company.
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Applications
Annex 1
Annex 2
Bolshakov S.V. Problems of strengthening the finances of enterprises // Finance. .2007. No. 1. - S. 30 - 35.
Sheremet A.D., Saifulin R.S. Methods of financial analysis M: INFRA, 2006. - P. 77
In the financial literature and business practice, counterparties of the organization are often mentioned, but the term itself is not clear enough for many entrepreneurs. At the same time, they are encountered in daily activities and represent partners associated with a company or individual entrepreneur with certain, documented obligations. The counterparty can appear only after the conclusion of the contract, and it is your "vis-a-vis", the second, outside in the relations regulated by this paper.
The origin of the term is Latin - contrahens means "opposing". Who are external counterparties and who can they be? Individuals and business entities, including contractors who perform work at the request of the customer (this is the most striking example of a relationship), can sign contracts with organizations. Civil law relations that arise after the signing of the papers will bind them until the moment of repayment of all mutual obligations.
In turn, you will act as a counterparty for the second party, since the conclusion of an agreement or the signing of a contract is a mutual, two-way process. In the event of a financial relationship with almost one hundred percent probability, your partner will belong to this category, because the occurrence of financial obligations must be supported by documents. If you are collaborating with a new, unfamiliar partner, experts recommend that you verification of counterparties to make sure they are honest and reduce the risk of "bumping" into a fraudulent "one-day" company.
What categories of contractors exist?
In general, all external counterparties are divided into clients (they include organizations) and persons - these are individuals and employees of firms who enter into contracts on their behalf. If the contractor signs documents with third parties, he remains your counterparty, acting as a fiduciary.
Depending on the nature of the relationship, all external counterparties can be divided into groups:
- Buyers and sellers. They act as contractors for each other, undertaking, on the one hand, to transfer the goods, and on the other, to accept it and make payment. The basis for the emergence of relations is the concluded contract of sale.
- Pledgers and pledgees. Arising obligations are supported by property, which is provided as collateral. In case of violation of the conditions, the pledgee has the right to demand certain funds from his counterparty or retain the assets. The basis for the settlements is the pledge agreement.
- Buyers and Suppliers. The latter transfer the goods to the former within the specified period. Buyers under these agreements undertake to use the products for business purposes, and not for personal purposes, as in agreements between suppliers and consumers.
- Donors and recipients. The first party undertakes to transfer the property to the second party free of charge.
- Renters, landlords and tenants. Under a lease agreement, a property is transferred for use for a specified period for a fixed amount of funds.
- payers and recipients of rent. The object of relations is property. The recipient, transferring the assets belonging to him to the payer for use, receives a monetary reward.
- Creditors of third parties and guarantors responsible for the actions of the latter, commitents and commission agents performing transactions on their behalf, consignors of goods and their carriers and other external counterparties.
How counterparties interact with each other and what documents are used to formalize their relationship
The success and protection of the organization from risks directly depend on the completeness of the documentary support of operations and the correctness of the interaction built with external counterparties. Before concluding transactions, it is imperative to check all the documents that you receive from a new partner, be able to check his registration certificate, Unified State Register of Legal Entities, bank details, licenses, and so on. It is better if this work is undertaken by a professional who knows how to do it and knows about all possible sources of information.
The order of relationships can be built by mutual agreement and your preferences. Today, special software shells are popular that allow you to automate calculations and build a system for accounting for customers and other external counterparties. This speeds up the daily business routine and simplifies the work of the company's employees. Electronic document management, internal or intercorporate, can be partially automated.
When settling with a counterparty, the company must choose the following method:
- work by signing a single contract concluded by exchanging documents and signing them bilaterally;
- agreement with an offer - for it to come into force, the signature of one party is enough.
It is necessary to clearly state all the conditions in the contracts, because often several different agreements are concluded with one external counterparty. It is necessary that the unit of monetary measurement of debts be fixed in the document, the possibility of detailing the payment is provided. The last thing that needs to be specified is the order of deliveries and payments for them, that is, which of the facts is recorded first.
The article was prepared in consultation with the company's specialists