The material was prepared using legal acts as of April 17, 2015.

1.1. You can find out whether a company has a seal from its charter.

1.2. Whether there will be a seal on the contract still depends on the decision of the parties

1.3. Is it possible not to put a stamp on the power of attorney?

1.4. In what cases is it possible not to put a stamp, and in what cases is it obligatory?

2. For the HR officer: should I put a stamp when preparing documents?

2.1. The accident report may not contain the employer's seal.

2.2. How to certify records in work books, if there is no seal?

3.1. For organizations that have a seal, information about which is in the charter

3.1.1. What will happen to the costs if the counterparty does not have a seal?

3.2. For organizations that have a seal, information about which is not in the charter, as well as for newly created companies

3.2.1. What if the inspectorate does not accept reports without a seal?

3.2.2. What to do with reporting insurance premiums?

3.2.3. Is it necessary to certify with a seal copies of documents requested by the inspectorate during the inspection?

3.2.4. Is it necessary to put a stamp on the power of attorney of a representative of the organization?

3.2.5. Should an organization using CCP use a seal?

3.2.6. The obligation to affix a stamp when paying excise tax established in the Tax Code of the Russian Federation remains unchanged.

1. For a lawyer: JSC and LLC will decide independently whether to have a seal

1.1. You can find out whether a company has a seal from its charter.

From April 7, 2015, LLCs and JSCs are not required to have a round seal (Federal No. 82-FZ dated 04/06/2015, hereinafter referred to as the Law). Corresponding changes have been made, among other things, to the information about LLC and JSC.

From the same date, information about the presence of a seal must be contained in the company's charter. The absence of such information indicates that the legal entity does not have a seal. At the same time, destroy the seal if the named changes are not made to the charter or installed.

If a seal is required in accordance with the federal law, a seal impression, information about the presence of which is not in the charter, cannot be placed to fulfill the said requirement. However, there is no prohibition on the use of such a seal or liability for it.

Summary

Companies whose charter already contains information about the presence of a seal do not need to do anything. We recommend that other organizations include relevant information in their charter, since often the need to stamp documents is provided for by law or in an agreement between the parties. As for companies that are created after April 7, 2015, they have the right, but are not required, to have a seal.

Guide, on corporate procedures: what risks should newly created LLCs and JSCs take into account when making a decision on the issue under consideration

1.2. Whether there will be a seal on the contract still depends on the decision of the parties

The sealing of contracts is still considered an additional requirement for their form.

Therefore, a seal on a contract is needed only if there is a corresponding indication in the law, other legal act or contract. It's confirmed judicial practice. At the same time, a company’s refusal to use a seal may lead to difficulties in relations with counterparties for whom such execution of a transaction is decisive.

No less important is the question of whether it is necessary to put a stamp on acts confirming the execution of the contract by the parties (for example, on an act on the provision of services or on the completion of work), as well as on a receipt confirming the transfer Money under the loan agreement. If the parties already have a seal and this is reflected in the charter, they can continue to use it when drawing up the listed documents.

Guide on contractual work: recommendations for the preparation of the listed documents, taking into account the new

Summary

You may not put a stamp on the contract unless the counterparty objects and the law does not provide otherwise. Since the use of a seal when concluding a contract is an established practice for many companies, we recommend that you do not refuse to use the seal at least for the first time after the innovations come into force.

The online service “Contract Designer” will help you draw up an agreement taking into account the described innovations. In the questionnaires (section "Final provisions") and templates (section "Addresses and details of the parties") for supply agreements, contracts, paid services, rental agreements non-residential premises, loan, as well as the purchase and sale of vehicles, a warning has already been added, according to which sealing the agreement with a seal is not necessary, unless this is provided for by the agreement of the parties, the law or other regulatory legal acts. In addition, relevant judicial practice is provided.

1.3. Is it possible not to put a stamp on the power of attorney?

As early as September 1, 2013, the seal ceased to be a necessary requisite of the legal entity’s power of attorney provided for Civil Code RF. A power of attorney on behalf of a legal entity is issued signed by its head (Civil Code of the Russian Federation). Previously, the obligation to put the organization's seal on a power of attorney issued on behalf of a legal entity was established in the Civil Code of the Russian Federation. The requirement for a seal remained for some types of powers of attorney, for example, for powers of attorney of procedural representatives.

At the same time, a seal is still needed, for example, in order to leave the pledged item under lock and key with the pledgor and the pledgee, as well as for educational documents for educational organizations.

Previously, in all cases it was required to certify this act with a seal. At the same time, the individual employer who did not have it had to certify his signature in the prescribed manner.

Summary

The procedure for drawing up a report on an industrial accident has been simplified for both individual employers and organizational employers. Now business companies those who do not have a seal do not need to put one on this document.

Home — Documents

Without a power of attorney, only the general director can act on behalf of the company. His powers are confirmed by the charter or protocol general meeting on election to the position of director (clause 1, clause 3, article 40 Federal Law dated 02/08/1998 N 14-FZ and clause 2 of Art. 69 Federal Law of December 26, 1995 N 208-FZ). An entrepreneur does not need a power of attorney if he acts independently. His authority is confirmed by a copy of the certificate of state registration as an individual entrepreneur (clause 2 of the Order of the Federal Tax Service of Russia dated November 13, 2012 N ММВ-7-6/843@).
But for all other persons (both employees of the company and citizens who are not on staff), a power of attorney will be needed. And if they begin to participate in any transaction without it, it will be considered that they are acting on their own behalf, and not on behalf of a company or merchant (Clause 1 of Article 183 of the Civil Code of the Russian Federation).
From September 1, 2013, when writing a power of attorney, you should take into account the new rules for drawing up this document, which were introduced into the Civil Code of the Russian Federation by Federal Law dated 05/07/2013 N 100-FZ. Which is what we'll talk about next.

What mandatory details should a power of attorney contain?

In order for the issued power of attorney to be valid, it must contain the necessary information established by the Civil Code of the Russian Federation. We have provided a list of all required details in the table. The absence of any of them entails the invalidity of the document.

Mandatory details of the power of attorney

	Information included in the power of attorney	A comment	Norm of the Civil Code of the Russian Federation
	date of issue	There are no separate requirements regarding how the date of issue should be indicated (in words or numbers). However, it is preferable to write the date in words to eliminate suspicion of typos, corrections, etc.	Paragraph 2 clause 1 art. 186
	Person issuing a power of attorney (principal)	Recording this information, avoid abbreviated names and initials. And for complete identification it is better to indicate additional information. For an individual - passport details and place of residence. For a legal entity - legal address, INN, KPP, OGRN	Clause 1 of Art. 185
	The person to whom the power of attorney is issued (representative)
	Representative powers	The powers should be listed clearly and as completely as possible. There is no need to use the vague wording “represent the interests of the company.” Since in the event of a dispute, the court may recognize that such a power of attorney does not allow acting on behalf of the principal (Resolution of the Federal Antimonopoly Service of the North Caucasus District dated February 12, 2009 in case No. A53-6540/2008-C2-28)
	Principal's signature	The signature must be original, that is, handwritten. Current legislation does not contain direct permission to use a facsimile signature in a power of attorney (clause 2 of article 160 of the Civil Code of the Russian Federation). Tax authorities are also against facsimiles (Letter of the Ministry of Taxes and Taxes of Russia dated 04/01/2004 N 18-0-09/000042@). The arbitrators agree with them (Resolution of the Federal Antimonopoly Service of the Ural District dated September 13, 2010 N F09-6609/10-S3)	Clause 4 of Art. 185.1 and clause 3 of Art. 23

In addition to these basic details, you can add additional information to the power of attorney form. Some of them are sometimes even desirable. For example, the validity period of a power of attorney. If it is not specified, the power of attorney will be valid for a year from the date of its issuance (clause 1 of Article 186 of the Civil Code of the Russian Federation).
Well, in general, from September 1, the term can be anything: five, ten, fifteen years. Because the maximum period of three years no longer applies.

Note! A power of attorney can be issued for any period. The previous three-year limit no longer applies.

There are no special explanations on how exactly to indicate the period in the power of attorney. Therefore, you can write it down either as a specific period of time: “the power of attorney is valid for five years,” or as a specific date: “the power of attorney is valid from December 1, 2013 to December 1, 2018.” or simply: “the power of attorney is valid until December 2, 2018.”
If a document is issued to perform legal actions on behalf of a company, you can immediately indicate the signature of an authorized person in it. This will allow counterparties with whom the representative will enter into an agreement on your behalf to verify the authenticity of his signature. And if necessary, you will be able to prove that the document was signed by an authorized person.

An important point. If a power of attorney is issued to perform legal actions on behalf of the company, it can include the signature of the authorized person.

It is not necessary to put a stamp on the power of attorney from September 1. Therefore, the document will be valid even without a seal. However, it must be borne in mind that for some powers of attorney on behalf of legal entities, the law stipulates an additional requirement for the presence of a seal. In particular, for powers of attorney for participation in civil and arbitration proceedings, as well as in enforcement proceedings (clause 3 of article 53 of the Code of Civil Procedure of the Russian Federation, clause 5 of article 61 of the Arbitration Procedure Code of the Russian Federation, clause 2 of article 54 of the Federal Law of October 2, 2007 N 229-FZ). For example, if on behalf of the company an employee will represent interests in court or the bailiff service, then the issued power of attorney will need to be stamped.

An important point.

From September 1, 2013, you can issue powers of attorney without a stamp. However, on some powers of attorney, a seal is required by law.

What form should I use to draw up a power of attorney?

A prerequisite for the execution of a power of attorney is its written form(P.

1 tbsp. 185 of the Civil Code of the Russian Federation). As for the form of the document itself, it can be arbitrary depending on what functions the trustee will perform. As an example in the figure, we have given a power of attorney to represent the interests of a legal entity; it is drawn up in simple written form.

Sample power of attorney for an employee to represent the interests of the organization

Power of attorney
for signing reports and submitting them to the tax office, extra-budgetary funds and statistical authorities

Society with limited liability"Victoria", TIN/KPP 7721765845/772101001, OGRN 1345867549834, location: 109444, st. Ferganskaya, 10 (hereinafter referred to as the Company), represented by General Director Alexander Yurievich Mikhailov, acting on the basis of the Charter and Art. 26 of the Tax Code of the Russian Federation, this power of attorney authorizes the chief accountant of the Company, Ekaterina Alekseevna Petrova, passport series 67 35 N 645875, issued on December 14, 2010 by the Altufevsky district branch of the Federal Migration Service of Russia in Moscow in the North-Eastern Administrative District, Russian citizenship, date of birth: 30.08 .1977, residing at the address: Moscow, Altufevskoye Shosse, 86, hereinafter referred to as “Representative”:

• sign tax and accounting reports, as well as reports to state extra-budgetary funds on behalf of the General Director of the Company;
• submit tax and accounting reports to the tax inspectorate and statistical authorities;
• submit reports to extra-budgetary funds;
• present, request and receive tax office, statistical bodies and extra-budgetary funds information necessary for reporting.

This power of attorney has been issued for a period of five years without the right of subrogation.

Signature E.A. Petrova I certify Petrova
CEO Mikhailov A.Yu. Mikhailov

If we're talking about In order to entrust an employee with the receipt of inventory items from a counterparty under an agreement, you can use unified power of attorney forms N N M-2 and M-2a, approved by Resolution of the State Statistics Committee of Russia dated October 30, 1997 N 71a. These two forms are almost identical to each other. The only difference is that the N M-2 form has a tear-off spine. It is needed so that you can record all issued powers of attorney in the registration register and file the spines. Although this is, of course, not necessary. But accounting is desirable for internal control for accountable persons, especially if many powers of attorney are issued. If this does not happen so often, records of issued powers of attorney may not be kept. Then the form of power of attorney for receiving goods and materials can be chosen without a counterfoil - N M-2a.
Please note: use unified forms Powers of attorney to receive inventory items is not mandatory. You can choose either a unified form or one developed independently.
In addition, from September 1, 2013, it became possible, which was not previously clearly enshrined in civil legislation, not to issue a power of attorney to receive commodity valuables in the form of an independent document (clause 4 of Article 185 of the Civil Code of the Russian Federation). But then the powers of the representative must be specified in the agreement (for example, in a commission agreement, assignment, etc.) or in the decision of the meeting of participants.

Do I need to have a power of attorney certified by a notary?

The answer to the question of whether a power of attorney needs to be certified by a notary depends on who issued the document. Thus, legal entities need to notarize the powers of their representatives only in cases directly provided for by law (Clause 1 of Article 185.1 of the Civil Code of the Russian Federation).
In particular, you will have to contact a notary if a power of attorney is needed for a transaction that requires state registration. Typically these are real estate transactions. Or when a power of attorney was needed to carry out transactions that require a notarial form. These are mainly annuity agreements on the assignment of the right to claim or transfer of debt (clause 1 of Article 389, Articles 584 and 391 of the Civil Code of the Russian Federation).
In addition, you will have to have an irrevocable power of attorney certified by a notary. This the new kind power of attorney, it is valid from September 1, 2013 (clause 2 of article 188.1 of the Civil Code of the Russian Federation).
Before September 1, powers of attorney issued by substitution also had to be certified by a notary. Now this rule has been canceled in relation to powers of attorney issued by legal entities (clause 3 of article 187 of the Civil Code of the Russian Federation).
But entrepreneurs will have to have any powers of attorney certified by a notary. The Ministry of Finance of Russia came to this conclusion in Letter dated 08/01/2013 N 03-02-08/30900. The same position was supported by tax authorities in Letter No. ED-4-3/18527@ dated October 16, 2013, and the judges were unanimous with them (paragraph 5, paragraph 4 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 No. 57).

Special attention . Entrepreneurs should have any powers of attorney certified by a notary (Letters of the Ministry of Finance of Russia dated 01.08.2013 N 03-02-08/30900 and the Federal Tax Service of Russia dated 16.10.2013 N ED-4-3/18527@).

This position is justified by the fact that a representative of an individual must always act only on the basis of a notarized power of attorney (paragraph 2, paragraph 3, article 29 of the Tax Code of the Russian Federation). A individual entrepreneur is an individual.
Earlier in Letter dated 08/10/2009 N ShS-22-6/627@ Federal tax service took a different position, but this clarification is now considered invalid.

January 2014

Tax disputes, Tax lawyer, Tax audits

Stamp on the power of attorney

A selection of the most important documents upon request Stamp on the power of attorney(regulatory legal acts, forms, articles, expert consultations and much more).

Regulatory acts: Stamp on the power of attorney

Articles, comments, answers to questions: Stamp on the power of attorney

FNP dated July 22, 2016 N 2668/03-16-3

(together with the “Methodological recommendations for certification of powers of attorney”, approved by the decision of the FNP Board of July 18, 2016, protocol N 07/16)5.3. When certifying a power of attorney on behalf of a legal entity, it should be borne in mind that such a power of attorney is issued under the signature of its head or another person authorized to do so in accordance with the law and constituent documents (Clause 4 of Article 185.1 of the Civil Code of the Russian Federation). The Civil Code of the Russian Federation does not contain a requirement to affix the seal of a legal entity to a power of attorney.

Such a requirement is established in a number of other regulations (in particular, Article 53 of the Code of Civil Procedure of the Russian Federation, Article 61 of the Arbitration Procedure Code of the Russian Federation, Article 57 of the Code of Arbitration Procedures of the Russian Federation), about which the notary should warn the person applying for a power of attorney.

Document available: from 20 to 24 hours (weekends, holidays - 24 hours)

– the main source of authenticity of a document, certifying its validity and giving authority. It contains basic information - the name of the organization, its legal affiliation, place of registration (or location). Each seal is registered in a special department of the internal affairs bodies. It serves as confirmation of every important decision or commitment of the company.

With absence official person responsible for the seal, a power of attorney must be drawn up, which transfers powers to another employee of the company.

– a special document that allows one person to transfer any powers to another. When drawing up this document, it is necessary to draw up a protocol, which is sealed with mutual signatures and the seal of the organization.

Requirements for a power of attorney:

1. According to the law of the Russian Federation, the preparation of a document must be done exclusively in writing.
2. The power of attorney is certified by the seal of the enterprise and the signature of the head (director).
3. A prerequisite is the content of the current date of preparation of the document. In the absence of this clause, the power of attorney is considered invalid.

The term of the power of attorney is determined by the director. The duration cannot exceed three years. If a period was not specified when drawing up the document, then the power of attorney is by default valid for a year from the date of its execution and certification.

The legislation specifies a list of persons who have the right to represent the interests of the organization and carry out certain acts. These actions include confirmation of documents with a seal. Official representatives entitled to use the organization's seal are:

• Those positions that are indicated in the company and are its managers. They do not require official documents confirming the right to use stamp supplies.
• The people in whose name the power of attorney is issued are representatives of the company during the absence of its managers.

The need for a power of attorney for printing

The need to issue a stamped power of attorney may arise in the temporary absence of the official responsible for this work (director or representative of the organization). Such a document is drawn up for the time during which the manager will not be able to personally certify important business papers. During this period, all powers to affix a seal are transferred to the authorized person.

A power of attorney to obtain a stamp is issued when the need arises for its production or receipt. The required seal for production is submitted personally by the head or director of the enterprise. If you do not have one, you must present a power of attorney - in this case, the document must be notarized.

Requirements for drawing up a power of attorney for printing: main points

According to the legislative norms of the Russian Federation, any power of attorney must be issued in writing. Depending on the type of seal and its meaning, it can be a simple design based on a sample or a special form sealed by a notary.

Key points in drawing up a power of attorney for printing:

After completing the above items and filling out all the data, confirming the process of acceptance and transfer of the organization’s seal. This act must indicate the exact timing of the transfer, the duration of the replacement of the official and the reason for his absence. In a separate column in mandatory the stamp imprint is indicated. After the power of attorney is issued on the seal of the organization, it has legal force only if there is a document confirming the identity of the authorized person - a passport.

Write your question in the form below

Read also:

• 
  Alienation of share in authorized capital OOO. How…
• 
  How to properly certify copies of documents in...
• 
  How to write a power of attorney? Sample document and...
• 
  How to draw up a power of attorney for the right to certify...
• 
  LLC provisions: which should be developed...

Tell me such a moment. We argue with counterparties. 1) is a stamp on Trog-12 required if there is a power of attorney for the consignee? 2) is a power of attorney required if there is a seal and signature of the consignee? 3) Is a stamp required on the work completion certificate if the signatory has a power of attorney to sign?

1) If a power of attorney with a seal is attached to the invoice, then the seal of the purchasing organization on the invoice itself is no longer necessary. This conclusion follows from paragraph 11 of Instruction No. 17 dated January 14, 1967, approved by the USSR Ministry of Finance.

2) A power of attorney upon receipt of goods is not required if the TORG-12 invoice contains the seal and signature of the buyer.

3) There is no need to put a stamp on the certificate of completed work if the signatory has a power of attorney for the right to sign. The seal gives the document legal force - it confirms the authenticity of the official’s signature. And if the power of attorney bears the seal of the organization, then this requirement will be met.

Rationale

On consignment note No. TORG-12, the recipient's stamp is not required

Our company is engaged wholesale trade. When selling goods, we issue an invoice Form No. TORG-12. The buyer's representative picks up the goods by proxy. This raises the question: should an employee of the purchasing company put a stamp on the invoice?

E.V. GRACHEVA,
deputy Ch. accountant
LLC "Agronefteresurs"
(Tambov)

The invoice for the shipment of goods must contain both the seller’s seal and the buyer’s seal (clause 2.1.2 of the Methodological Recommendations approved by Roskomtorg letter No. 1-794/32-5 dated July 10, 1996). In addition, the recipient's seal is a mandatory requisite in the form of the consignment note (approved by Decree of the State Statistics Committee of Russia dated December 25, 1998 No. 132).

At the same time, the recipient's seal on shipping documents is necessary in order to certify the signature of the representative picking up the goods. And if the power of attorney bears the seal of the purchasing organization, then this requirement will be met. This conclusion follows from paragraph 11 of Instruction No. 17 dated January 14, 1967, approved by the USSR Ministry of Finance. That is, if a power of attorney with a seal is attached to the invoice, then on the invoice itself the seal of the purchasing organization is no longer necessary.

Yu.V. KOCHETKOV,
lead auditor
tax consulting department
LLC "Consulting Services"

The power of attorney to receive the goods can be replaced with a stamp on the invoice

“Our supplier delivers products to us using his own transport. When receiving the goods, is it necessary to give him a power of attorney in form No. M-2, if he does not ask for it?..”

From a letter from the chief accountant Svetlana Ponomareva, Saint Petersburg

Svetlana, it is not necessary to write out a power of attorney when receiving the goods. But in this case, it is necessary to affix the buyer’s stamp to the TORG-12 invoice. It is needed to certify the signature of the representative of the company that received the goods (clause 11 of the instructions approved by the USSR Ministry of Finance dated January 14, 1967 No. 17). First of all, your supplier should be interested in the correct design. In the event of a dispute, it will be difficult for him to confirm the fact of delivery without the buyer’s power of attorney or without a stamp on the invoice.