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As a rule, the accountant prefers to stamp all documents. Just in case. Although not all papers must have an imprint. At the seminar, Alexander Pogrebs explained in detail when the law requires affixing a stamp and when it does not. The summary was prepared by our colleagues from the magazine "Seminar for an accountant" .

Agreements with counterparties

In general, contracts with counterparties do not need to be stamped. Unless, of course, the text of the agreement itself obliges the parties to seal it. Or this is not directly required by law. This conclusion follows from paragraph 1 Article 160 of the Civil Code of the Russian Federation.

Well, if there are no special requirements for the agreement in the law or the text of the agreement itself, the seal does not need to be affixed. The judges also agree with these arguments. Examples of this are regulations FAS North-Western District dated March 24, 2009 in case No. A52-3612/2008 , FAS North Caucasus District dated December 5, 2012 No. A32-37081/2011 And FAS Volga District dated August 10, 2012 No. A12-16523/2011. In them, the judges concluded: in the general case, the company’s seal is just an additional, and not a mandatory, requisite of the contract. This means that even without a stamp, the agreement is considered concluded. And such a deal cannot be declared invalid.

So if your counterparty gave you an agreement without a seal, do not rush to return it back. First, carefully study the text of the agreement. If there is not a word about the seal, then the contract will be valid without it. The main thing is that the document bears the signatures of the parties to the transaction.

Well, if you still want agreements with counterparties to have the seals of both parties, it is enough to write in them, for example, the following wording: “This agreement and amendments to it are valid only if they are made in writing, signed by authorized representatives and sealed by the parties.” Then you definitely can’t do without printing.

When else do you need a company seal on documents?

Source documents

Among the mandatory primary details, which are listed in Article 9 Federal Law No. 402-FZ of December 6, 2011, no company seal. But this does not mean that you can do without an imprint on all primary documents. Let's take a closer look.

So, from January 1, 2013, companies can generally use their own primary accounting forms, having specified this in their accounting policies. The main thing is that they contain all the required details from Article 9 Federal Law of December 6, 2011 No. 402-FZ.

Therefore, if the document forms that your company has developed or improved and now uses do not have a stamp field, its imprint on the document is not needed. Feel free to work without it.

But if you use standard primary forms, which are marked “M.P.”, you will have to put a stamp. Otherwise, the document will be executed in violation. This means that with its help it will not be possible, for example, to confirm income tax expenses.

PARTICIPANT'S QUESTION - We received a bill of lading from a counterparty without a stamp. Should I return the document to have it stamped?

- It all depends on the shape of this invoice. If your supplier uses standard form No. TORG-12, which is approved Resolution of the State Statistics Committee of Russia dated December 25, 1998 No. 132, printing is required. After all, the form itself contains a specially designated place for the imprint. Moreover, the document must have two seals - the seller's and the buyer's.

And if you and the supplier agree to use a self-developed invoice, where there is no “M.P.” field, then a seal is not needed.

And many companies now use UPD in their work. This is convenient - with one document you can confirm both VAT deductions and justify expenses. Let me remind you: the recommended form of UPD is in letter of the Federal Tax Service of Russia dated October 21, 2013 No. ММВ-20-3/96@. So, in the form itself there is space for an imprint (the “M.P.” field).

However, in the recommendations for filling out individual details of the universal document, tax officials indicated that printing on the form is optional. So a UPD without a stamp can still be accepted for tax accounting. The main thing is that all required primary details are correctly filled out in the document. Well, VAT data if the company uses UTD with status 1 (as both a primary document and an invoice).

But if you have the opportunity to put a stamp with the full name of the company on the UPD, it is more convenient to do this. Then you won't have to manually fill out line 14 or 19.

PARTICIPANT'S QUESTION - What about the stamp on the sales receipt? Our employee brought a check that does not have the seller's stamp on it. Will such a document be able to confirm expenses?

- If the document form itself does not have the “MP” field, you will not have any problems. After all, each seller develops the sales receipt form independently. There is no official form. Representatives of the Russian Ministry of Finance emphasized this in letter dated February 11, 2009 No. 03-11-06/3/28. So if there is no space for an imprint on the sales receipt, then a stamp on the document is not needed.

And one moment. In addition to the primary form, which a company can develop independently, there are mandatory forms that the organization cannot refuse to use. For example, cash documents.

So, please note that on the receipt for the cash receipt order (form KO-1) you can get by with a special stamp with the mark “Paid”. Its imprint will confirm that the cash transaction was completed. So it says in clause 3.2 Regulations of the Bank of Russia dated October 12, 2011 No. 373-P. The law does not require that the company's main seal be placed on the recipient. This is often forgotten.

It is worth considering in more detail whether an LLC can operate without a seal, because Federal Law No. 82 of 2015 will leave many questions for company representatives. In particular, the mentioned law removed the obligation for JSCs and LLCs to issue their own seal. The initiators of the bill once assured that the innovation reduces the period for registering a company and allows you to go through bureaucratic procedures within one day. In fact, the consequences of such an initiative backfired on many organizations. We'll talk about what we're talking about below.

New requirements

Considering the 2018 legislation and comparing it with last year’s laws, one can come to the conclusion that there are no major differences. It is based on the same Federal Law No. 82, thanks to which the use of a seal is not mandatory. If the LLC has made an appropriate decision and does not use the imprint in its work, this should be reflected in the organization’s charter.

More accurate answers can be gleaned from a series of orders that were issued at the end of 2016 by the Ministry of Labor (numbers 648, 588, and 589). With their help, it was possible to clarify a number of points, including in relation to the documentary base.

Let's consider a real life situation. For example, an LLC does not use a seal, but at some point it is required to issue a certificate of income to calculate benefits to the employee. In this case, you will have to attach papers that would confirm the rights of officials to sign the certificate. This may be a state registration certificate or an individual’s passport. In addition, if there is a request from the FSS, you may be required to provide the same papers.

Thanks to the orders, it was possible to resolve another important nuance - the need for a seal on the pages of the work book. Previously, the Ministry of Labor obliged to put a stamp even if the company did not use such a tool in its activities. Subject to the available clarifications, the seal should be provided to those societies that use it. Otherwise, the rules and regulations for 2017 remain unchanged.

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Printing Features

The law on LLCs and JSCs clearly stipulates the data that must be reflected on the organization’s seal. This includes the full name of the company, location (settlement), as well as the current organizational and legal form. The name must be written in Russian or another language. The law does not provide any further information on this matter. At its own request, the company has the right to add a number of additional data - TIN, OGRN, KPP and others.

The law specifies only a list of details that should be reflected on the print, but also other parameters, for example, the size of the seal. That is why special workshops in the process of their activities rely on the requirements of GOST, which apply to seals. Additional prints may contain information regarding which service or papers it applies to. As for the shape, it can be different - round, rectangular, oval and so on.

Subtleties of registration and application

Previously, LLCs had to register a seal during the formation of the company, as well as approve its design. Today there is no need for this, and such requirements are not described in any legislative acts. This means that the public does not need to obtain notification or permission from government agencies to put the seal into effect.

Despite certain concessions, the use of a print cannot be taken carelessly, because this is one of the main business elements of any company. Moreover, government agencies recommend that each LLC create instructions on the use of archiving and document circulation taking into account GOST.

The instructions may include the following information:

• List of company imprints - main and additional, number of copies.
• Rules of application.
• Storage space.
• A list of positions that are responsible for preserving seals and also have the right to use them.
• List of papers in which the presence of prints (main and additional) is required.

Stamps must be stored and issued to another person after making an entry in the journal and against receipt. If the seal is not used, it must be locked in a special box.

As noted at the beginning of the article, since April 2015, the use of imprint in the company’s work has moved from the category of obligations to the sector of law. From now on, each organization can decide for itself whether to use the seal. But in some laws you can find information according to which the use of an imprint is mandatory. This applies to RKO, BSO, as well as PKO.

For other papers that fall into this category, there is no need for an imprint. The main thing is that this information is reflected in the company's charter. The organization has the right to put an imprint on the most important papers - primary documents, reporting for the Federal Tax Service, personnel work books and other documents.

Special attention should be paid to contracts. If the agreement that was drawn up earlier specified the mandatory presence of a seal, you will have to affix the stamp in the future or draw up an additional agreement where this clause will be excluded.

Results

Generally speaking, the abolition of printing is more of a plus than a minus for the company, because there is a visible trend towards a gradual move away from paperwork. Modern technologies do not stand still, new options for personal identification are emerging, and the circulation of papers is gradually moving into electronic format.

For example, when sending reports to the Federal Tax Service, a digital signature is increasingly being used, and when considering cases in court, a seal is perceived as an additional requisite, and there is no obligation to install a stamp. In addition, since 2013, LLCs received the right to personally create forms of primary documents, and the only condition for their use was their recording in the accounting policy.

So, at the beginning of its activities, a company should decide whether printing is necessary or whether it can be dispensed with. In the latter case, there is a high risk of encountering a number of difficulties, which have become less and less in recent years.

Legal force of the document

In practice, quite often HR employees have a question about what documents need to be approved with the employer’s seal.

To give a document legal force, the following mandatory details must be present:

Name of the organization and (or) structural unit;
- date of publication of the document;
- registration index;
- signature.

For certain types of documents, additional details that give them legal force are an approval stamp, a seal, a mark on certification of a copy (clause 18 of the Resolution of the Ministry of Justice of the Republic of Belarus dated January 19, 2009 No. 4 “On approval of the Instructions for office work in government bodies and other organizations”).

A signature is a mandatory requisite certifying a document, and a seal is additional. Thus, when authenticating a document, it must first be signed and then (if necessary) certified with a seal. Approved documents are stamped (if necessary) after the document is approved.

Props “Seal”

The “Seal” attribute is placed on documents that require special certification of their authenticity.

There are 3 types of seal: the seal of the organization, the seal of the structural unit of the organization, the seal indicating its intended purpose (for documents, etc.). Seals of organizations are divided into official ones (seals with the image of the State Emblem of the Republic of Belarus) and simple ones.

The procedure for use and responsibility for storing seals must be enshrined in the local regulatory legal acts of the organization, developed in accordance with the legislation of the Republic of Belarus. Information on the use and storage of seals can be enshrined in the Organization's Office Management Instructions or the Regulations on the Personnel Service.

The list of documents on which the seal is affixed is determined by the organization independently, guided by the legislation of the Republic of Belarus.

Stamping is necessary on original documents and their copies (to certify the authenticity of the copy), incl. facsimile, certifying the rights, freedoms and (or) legitimate interests of citizens, the rights and obligations of legal entities, authorizing the expenditure of funds and material assets.

The seal impression must include part of the job title of the person who signed (approved) the document.

Example

Director of the Institute Signature S.A. Sidorov
MP

IT IS IMPORTANT! We draw the attention of personnel service workers to the fact that the approximate form of the employment contract, approved by Resolution of the Ministry of Labor of the Republic of Belarus dated December 27, 1999 No. 155 (as amended on October 4, 2010), contains the “Seal” attribute. At the same time, the approximate form of the contract, approved by Resolution of the Council of Ministers of the Republic of Belarus dated 08/02/1999 No. 1180 (as amended on 01/19/2012), does not contain the “Seal” requisite.

Entries in the employee’s work book that must be certified with a seal

The first page (title page) of the work book, containing the listed information about the employee, is certified by the signature of the employer or an authorized official and the seal of the employer, and if the individual entrepreneur does not have it, by the seal of the local executive and administrative body that registered the individual entrepreneur (part two p. 18 Instructions on the procedure for maintaining work records of employees, approved by Resolution of the Ministry of Labor of the Republic of Belarus dated 03/09/1998 No. 30 (hereinafter referred to as Instruction No. 30)).

In addition, changes in entries in the work book about last name, first name, patronymic, date of birth, education, profession, specialty are made by the employer at the last place of work on the basis of documents confirming the relevant information, with reference to their number and date (clause 38 of Instruction No. thirty). A link to the relevant document is written on the inside cover, certified by the signature of the employer or an authorized official and the seal of the employer, and if the individual entrepreneur does not have one, by the seal of the local executive and administrative body that registered the entrepreneur.

For a sample entry in a work book, which is certified by a seal, see the “Useful Documentation” section on page 25.

Changing entries about a profession or specialty on the first page (title page) of the work book in the event that an employee receives a new profession or specialty is made by adding to existing entries without crossing out previously entered ones.

Links to the documents on the basis of which the corrective entries were made are written on the inside cover of the work book and certified by the signature of the head of the organization or a person specially authorized by him and the seal of the organization or the seal of the personnel department.

When dismissing an employee, all entries about work, awards and incentives for success in work, entered into the work book during his work, should be certified by the signature of the employer or an authorized official and the seal of the employer (clause 45 of Instruction No. 30).

In what cases is it necessary to stamp orders?

The organization's orders are not stamped, since the order is an internal organizational and administrative document (hiring orders, orders for labor leave, dismissal orders). Copies of employment orders and other copies of personnel documents, outgoing documents require proper certification, so they must be stamped.

Thus, we can conclude that copies of only those documents that are created in the organization itself are subject to stamp certification.

As an exception, it is permitted to make and certify copies of documents issued by other organizations when resolving issues within the competence of the organization itself. For example, an organization has the right to make and certify a copy of an education diploma for inclusion in the employee’s personal file, a copy of a child’s birth certificate and a certificate of entitlement to benefits for submission to the accounting department for accounting purposes when calculating income tax, etc.

Natalia Vladyko, lawyer