Sample agreement on electronic document management with a counterparty. Consultations on the exchange of electronic documents. To be or not to be an EDF agreement? Appoint only persons authorized under this agreement as the owner of the signature key certificate

Additionally, the conditions for making changes to this agreement, the procedure for considering controversial issues and various restrictions are indicated. Companies add or remove some items at their discretion, but large organizations describe all the details as completely as possible. This approach allows you to save time on discussing many issues that inevitably arise when connecting counterparties. And in the event of an unfavorable combination of circumstances and legal proceedings, an exchange agreement will allow the court to quickly form an overall objective picture of this aspect of business cooperation. Electronically or on paper, and is an agreement necessary at all? There is an opinion that without concluding a contract or additional agreement, the exchange of electronic documents through the service will not have legal force.

Electronic document management with counterparties: where to start

What kind of procedure is this for exchanging electronic documents? Which type of electronic signature should an electronic document be signed? We thank Olga Vladimirovna Saltykova, Moscow, chief accountant of LLC “Firm “ANIS-98”” for the proposed topic of interview. I.V. Murashkintsev: This order will be different for different documents. Electronic invoices have special, more stringent requirements.
They must be signed with an enhanced qualified electronic signature and sent through an electronic document management operator. Procedure, approved. By Order of the Ministry of Finance dated April 25, 2011 No. 50n. An enhanced qualified electronic signature is an analogue of an organization’s seal along with the signature of the responsible person. It is accompanied by a qualified verification key certificate.
Only accredited certification centers can issue such electronic signaturesLaw No. 63-FZ dated 04/06/2011.

Agreement on the exchange of electronic documents

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Agreement with the counterparty for the legal exchange of electronic invoices

An indication of the procedure for storing electronic documents will protect them from premature destruction. The procedure for storing electronic documents does not differ from the procedure for storing documents on paper. Thus, electronic invoices must be stored for the period provided for the storage of paper documents (clause 1.13 of the Procedure for issuing and receiving invoices in electronic form via telecommunication channels using an electronic digital signature, approved by order of the Ministry of Finance of Russia dated April 25, 2011 No. 50n). Let us remember that for the purposes accounting primary documents are stored for five years, and for tax purposes - four years.

But in practice, there are risks of losing a document (for example, in the event of a computer failure or a fire). Therefore, it is advisable in the agreement to define the procedure for obtaining copies of documents from the counterparty (see the expert’s comment below).

Agreement on electronic document flow between legal entities

Attention

As a result, the court agreed that the disputed deductions were claimed lawfully. In my opinion, an indication in the agreement on electronic document management of the possibility of receiving a copy of an electronic document from the counterparty will have a positive impact on the resolution of tax disputes in such situations. In addition, the procedure for storing electronic documents will provide protection against the introduction there are corrections and distortions in them. Let us remind you that corrections can be made only in agreement with the participants in business transactions. This must be confirmed by the signatures of those persons who signed the documents, indicating the date of the corrections (letter of the Ministry of Finance of Russia dated January 25, 2012 No. 07-02-06/9).

Therefore, it is advisable to also indicate in the agreement the procedure for making corrections to electronic documents. In particular, indicate that the company does not have the right to make changes to the document unilaterally. 6.

Important

It doesn't matter whether you send paper or electronic invoices and whether you use one or more carriers. What is the approximate cost of sending and receiving an electronic document? I.V. Murashkintsev: A stable market price for these services is still just emerging.

Today it can range from 1 to 5 rubles. for sending one electronic document. Some operators additionally charge a subscription fee. Receiving electronic documents is usually free.

In any case, it is cheaper than sending documents by regular mail, especially over long distances. Plus, reducing the cost of printing and storing paper documents. According to reviews from companies that have begun implementing electronic document management, savings when switching to exchanging documents with counterparties electronically can amount to about 2% of the company’s gross turnover.

This is wrong! The legal significance of the exchange is ensured by the current legislation in this area: adherence to regulations, compliance with document formats and exchange regulations, and the use of a qualified electronic signature. An agreement is an indicator of the priority of the exchange of electronic documents in interaction with counterparties. If you decide to use it, you can sign the agreement itself on paper, if that’s more common for the company.

Whether this is a separate document or a clause of the main agreement does not matter. If the agreement is concluded electronically, then the easiest way is an offer agreement. In this case, the document is published on the website on behalf of the company and the counterparties simply join the offer.

The second option, of course, is an individual agreement signed by an electronic signature.

EDO agreement with counterparty sample

A legal entity can agree orally or in writing with its counterparty and begin to exchange legally significant electronic documents with it through Diadoc. To do this, it is enough for organizations to connect to Diadok and sign a license agreement with SKB Kontur. In this case, it is not necessary to conclude any additional agreement on EDI between the two counterparties.
The fact is that all documents transmitted through Diadoc are signed with a qualified electronic signature. In paragraph 1 of Art. 6 of Federal Law 63-FZ “On Electronic Signature” states: “Information in electronic form signed with a qualified electronic signature (CES) is recognized as an electronic document equivalent to a paper document signed with a handwritten signature.”
Please note that with such document flow, originals are created in electronic form, and not just electronic copies of paper documents. Electronic documents in approved formats can be compiled in most accounting programs. But in order for an electronic document to be legally significant, it must not only comply with approved formats and have mandatory details, but also be signed with an electronic signature.
Having created a document, you can immediately sign it with an electronic signature in many, although not all, accounting programs. If an electronic document is sent to a counterparty, it must be sent in compliance with the procedure for exchanging electronic documents.

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2015
The company and its partners can also work within the framework of the EDF operator’s offer, if they are all already users of the service, and do not sign anything additional, as mentioned above. *** Connecting counterparties to the exchange is not always easy. If your company’s competencies are not enough to resolve the issues that arise, you can always use the help of an operator - get advice on the procedure or completely delegate the work, including the conclusion of all agreements. There is even more information about organizing electronic exchange in the section Basics of intercorporate document flow and the Ideal EDI project. Tags: More materials by the author Ekaterina Mikheeva The future of content management and artificial intelligence Intelligent ECM tools.
A paper copy, if it is properly executed, that is, certified by the signature and seal of the organization or notarized, can be used in the same way as a copy of the original paper document. Can all documents be created electronically? I.V. Murashkintsev: Documents can be created both in paper and electronic form.
If an electronic document is signed with a qualified electronic signature, it is equivalent to a paper document signed by hand. 5 tbsp. 9 of the Law of December 6, 2011 No. 402-FZ; clause 1 art. 6 of the Law of 04/06/2011 No. 63-FZ. There are electronic formats approved by the Federal Tax Service for the invoice, consignment note TORG-12 and the certificate of completion of work. Other documents can be created in any format, such as text or pdf. But there is a document that must be drawn up on paper. This is a consignment note.

How can you verify the authenticity of a counterparty’s electronic signature? An electronic invoice can only be issued with the consent of the counterparty. How to prepare and exchange electronic documents.

Question: Our organization uses OSNO. Switches to electronic document management. It is necessary to sign an agreement with the counterparty on the use of electronic document management, or it is enough to electronically sign an invitation from the counterparty to exchange documents through the telecom operator (is it legally binding?) To confirm the fact of delivery of the goods and the costs of transport services, it is enough to receive a scanned copy of the technical document from the counterparty via telecom operator, DIADOK system? Or does this document need to be stored only on paper?

Answer: It is enough to electronically sign an invitation from the counterparty to exchange documents through the telecom operator.

You have the right to accept primary documents in electronic form without a formalized agreement. The law does not require an agreement to be drawn up for this. Your consent is required to accept an electronic invoice (clause 1 of Article 169 of the Tax Code of the Russian Federation). Consent can be formalized in the form of an agreement, a letter, or take actions that indicate consent to electronic exchange ().

If you have signed an electronic consent on your part, that is, you have completed the actions. This means they agreed to receive specific invoices via the Internet. If there are no errors in the document and it is signed with an enhanced qualified electronic signature, then it is the basis for a deduction (clause 1 of Article 172 of the Tax Code of the Russian Federation).

To confirm the fact of delivery of the goods and the costs of transport services, you need to receive the original paper waybill from the counterparty. If a copy of the document is transmitted through the operator, expenses cannot be accepted for it.

Drawing up a waybill in electronic form is not provided for by law. According to paragraph 9 of the rules approved by Decree of the Government of the Russian Federation of April 15, 2011 No. 272, the consignment note, unless otherwise provided by the contract for the carriage of goods, is drawn up for one or more consignments of cargo transported on one vehicle, in 3 copies (originals), respectively, for the shipper, consignee and carrier. That is, in this paragraph we are talking about a document on paper.

In addition, the driver needs a paper TN on the way to present it to the traffic police (clause 2.1.1 of the Rules established by Decree of the Government of the Russian Federation of October 23, 1993 No. 1090 ) . The driver has no other way to present them except on paper.

Rationale

When can an invoice be generated electronically?

Organizations have the right to issue invoices electronically by mutual agreement of the parties to the transaction. The buyer and seller must have compatible technical means to receive and process invoices. This is stated in paragraph 2 of paragraph 1 of Article 169 of the Tax Code of the Russian Federation.

How to organize document flow in accounting

Electronic documents

Primary documents can be prepared both in paper and electronic form (Part 5 of Article 9 of the Law of December 6, 2011 No. 402-FZ). The latter option is possible if an electronic signature is placed on the documents ().

There are the following types of electronic signature: simple unqualified, enhanced unqualified and enhanced qualified (). The legal force of the document will depend on what signature the organization uses.

Thus, primary documents certified with a simple or enhanced non-qualified electronic signature cannot be accepted for accounting and tax purposes. They are not recognized as equivalent to paper documents certified by a handwritten signature.

On the contrary, documents certified by an enhanced qualified electronic signature are equated to those signed personally and are accepted for accounting and tax purposes.

Similar conclusions follow from paragraphs and Article 6 of Law No. 63-FZ dated April 6, 2011 and are confirmed by letters from the Ministry of Finance of Russia dated April 12, 2013 No. 03-03-07/12250, dated December 25, 2012 No. 03-03- 06/2/139, dated May 28, 2012 No. 03-03-06/2/67, dated July 7, 2011 No. 03-03-06/1/409.

What has changed in work: For the same shipment of goods, the consignor and the intermediary can issue invoices in in different forms. For example, the intermediary is in electronic form, and the committent is in paper form.

If the intermediary through which your company sells goods sends you invoices electronically, this does not obligate you to switch to the same format. You can prepare your invoice for shipment to this agent in a regular paper version. Such clarifications were given by officials from the Russian Ministry of Finance in a letter dated May 24, 2013 No. 03-07-14/18664.

Let us explain in more detail what situation we are talking about. So, a commission agent or agent sells goods on his own behalf, but on behalf of your company. At the same time, he issues an invoice to the buyer.

Typically, the parties agree that the intermediary should give a copy of this invoice to you, as the principal. Based on the data in this document, you can issue an invoice for shipment and register it in the sales book.

So, you can safely issue your invoice in the format as prescribed in your company’s accounting policy. It absolutely does not matter in what form you received such a document from the intermediary.

How to prepare and exchange electronic documents

How to prove that a document is endorsed with a valid electronic signature

Companies that issue and receive documents electronically must store not only these documents, but also electronic signatures, as well as their certificates. After all, when checking, inspectors will probably want to make sure that the document was signed by an authorized employee. The certificate must be valid at the time of signing the document or on the day of checking the validity of this certificate (clause 2 of article 11 of the Federal Law of April 6, 2011 No. 63-FZ).

But its duration is limited - certification centers issue a certificate for only one year. And inspectors may come with an inspection in two or three years. How to confirm the validity of the certificate in this case?

It's actually simple. When you sign a document, the operator adds a time stamp and proof of the validity of the certificate to the signature. Thus, an improved electronic signature is obtained.

Another question that often arises is: why can there be several signatures in a paper document, but only one in an electronic document? Not certainly in that way. If you want the document to be endorsed by several responsible employees, for example, the director, chief accountant and manager, then you can enter their full name in the appropriate fields. and even put all three electronic signatures.

However, the entire process of exchanging electronic documents is structured in such a way that only one electronic signature - a manager or an authorized employee - gets to the counterparty through the operator.

We provide information. Moscow and Moscow region

An electronic invoice can only be issued with the consent of the counterparty

“...The special operator issued us an invoice via the Internet. We signed it and sent it. But we did not conclude an agreement on electronic exchange of documents. Do we have the right to claim a VAT deduction on such a document?..”

— From a letter from the chief accountant

Yes, you have the right.

The Supplier has the right to issue invoices both in paper and electronic form. In the latter case, the consent of the parties and technical feasibility(Clause 1 of Article 169 of the Tax Code of the Russian Federation). But the code does not specify how the buyer can confirm such consent. Therefore, different options are possible. The parties have the right to sign a separate agreement, exchange letters or take actions that indicate consent to electronic exchange (letter of the Ministry of Finance of Russia dated 01.08.11 No. 03-07-09/26). You signed the document on your part, that is, you completed the actions. This means they agreed to receive specific invoices via the Internet. If there are no errors in the document and it is signed with an enhanced qualified electronic signature, then it is the basis for a deduction (clause 1 of Article 172 of the Tax Code of the Russian Federation).

A company's agreement to electronic exchange does not mean that all invoices must be received online. Companies have the right to claim deductions on paper documents (letters of the Ministry of Finance of Russia dated September 12, 2013 No. 03-07-09/37682, Federal Tax Service of Russia dated June 17, 2013 No. ED-4-3/10769). Moreover, if the company receives a paper invoice, then the electronic version is not required (letter of the Federal Tax Service of Russia dated June 17, 2013 No. ED-4-3/10769).

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Electronic document management with counterparties: where to start

Documents that were signed with an electronic digital signature under the old Law on Digital Signatures, which will become invalid as of July 1 (Law No. 1-FZ of January 10, 2002), are considered signed with an enhanced qualified electronic signature. In certain industries, for example in jewelry production, it is advisable to transfer through an operator not only external, but also some internal documents of the organization.

Info

Internal documents usually do not need to be signed with an enhanced qualified signature. At the discretion of the organization itself, a strengthened unqualified or even a simple electronic signature may be sufficient.

Important

Enhanced unqualified signatures are also issued by certification centers, and they can be cheaper than qualified ones. A simple signature is a cipher or password that allows you to determine the creator of the document.

Agreement on the exchange of electronic documents

All sent and received electronic documents are stored in an electronic archive. And your electronic archive should be organized in such a way that, if necessary, for example, at the request of the tax inspectorate, you can quickly find the requested documents and send them to the inspectorate electronically, the same way electronic reporting is now transmitted.

And if the tax office or auditor requests a paper copy of an electronic document, will it be clear that this is a copy of the electronic document and that the electronic document is signed by the parties? I.V. Murashkintsev: You can print the electronic document and get a paper copy.
This copy will automatically be printed that it is a paper copy of an electronic document and the original was signed electronically by the parties.

Agreement with the counterparty for the legal exchange of electronic invoices

Government of the Russian Federation dated December 26, 2011 No. 1137 “On the forms and rules for filling out (maintaining) documents used in calculations of value added tax”). According to the authors, it is advisable to establish a similar procedure in the agreement for other electronic documents.

Attention

Secondly, it is advisable to note in the agreement whether companies exchange electronic documents directly (using specialized programs or regular email clients) or by engaging an electronic document management operator (read more below). The exchange of electronic invoices is possible exclusively through the EDI operator (Procedure for issuing and receiving invoices in electronic form via telecommunication channels using an electronic digital signature, approved.

by order of the Ministry of Finance of Russia dated April 25, 2011 No. 50n).

Agreement on electronic document flow between legal entities

As a rule, companies enter into an agreement or agreement for the exchange of electronic documents or add an additional clause to the existing agreement. There is no need to prepare a new document yourself; just request a template of an agreement or contract from your EDF operator.
Most often, standard documents are already posted on their websites, as is done with Synerdocs; you just need to download and enter your data. An example of a clause on electronic exchange you can download: ● Template of a clause on electronic exchange ● Sample agreement on electronic exchange with counterparties The agreement must contain information about the conditions and procedure for electronic document management: what documents and in what format are transmitted through the service, the type of electronic signature, which companies are selected as EDF operator(s).
Establishing a procedure for providing electronic documents at the request of tax authorities will help avoid additional charges. When checking a company or its counterparty, tax authorities have the right to request documents (Articles 93 and 93.1 of the Tax Code of the Russian Federation). Failure to submit such papers will result in liability and possible additional charges of taxes and fees.
If a company uses electronic exchange of “primary data”, it has the right, at the request of inspectors, to provide a copy of the relevant document both in electronic form according to the TKS, and on paper (clause 2 of Article 93 of the Tax Code of the Russian Federation). Therefore, it is advisable to specify in the agreement the procedure for submitting copies of electronic documents to the inspectorate that is more convenient for the company.
An indication of the method of electronic exchange will bring clarity when interacting with counterparties. Companies determine the procedure and method of electronic document management independently. It is important to take into account two main nuances. First, the agreement must indicate whether electronic documents are duplicated on paper. For example, a company sends a TTN to a counterparty electronically, and then after some time sends the same document in paper form (for example, if the counterparty has not received the electronic document). Please note that this procedure for processing documents is currently provided for invoices (clause
4 Rules for maintaining a log of received and issued invoices used in calculations of value added tax, approved.

EDO agreement with counterparty sample

Well, we agreed with our partners, chose an operator or even several operators. What to do next? I.V. Murashkintsev: Now we need to adapt the company’s business processes to the implementation of electronic document management when working with counterparties: develop and approve the procedure for electronic document management; appoint those responsible for its maintenance; organize an electronic archive of received and sent documents; prescribe rules for creation, receipt and storage in the accounting policy electronic documents, appoint those responsible for the formation and signing of electronic documents. Each employee who is authorized to sign electronic documents must be provided with an electronic signature, because you cannot transfer your signature to other persons. Do I need to print and store electronic documents in paper form? I.V.
Murashkintsev: No, it’s not necessary, although many continue to do it the old fashioned way.
You can add such a signature using a computer program, and it will require less expense than purchasing an enhanced signature. External documents, except invoices, can be sent to counterparties by simple email.

By agreement of the parties, they can be signed either with an enhanced qualified or enhanced unqualified electronic signature. But using a special electronic document management system is more convenient, as it allows you to instantly receive notification that your partner has received the document.

He, in turn, can immediately sign it and send it to you. What is the best way to start implementing electronic document management? I.V.

Murashkintsev: Typically, companies that have many counterparties and a large volume of external document flow decide to switch to using electronic documents.
By fixing the format of documents that companies exchange electronically, you can avoid claims to the order of their execution. From January 1, 2013, the company has the right to develop the form of primary paper documents independently (clause 4 of article 9 of Law No. 402-FZ). But if a company transfers a “primary document” to a counterparty in electronic form, it must comply with the formats established for certain electronic documents. In particular, the formats are approved for the following documents (order of the Federal Tax Service of Russia dated March 21, 2012 No. ММВ-7-6/): - invoice in form No. TORG-12; - acceptance certificate for works (services). In addition, it is important to remember that companies can exchange invoices only by involving an electronic document management operator. Therefore, if the organization does not have a corresponding agreement, it is advisable to exclude invoices from the list of electronic documents. 5.
Consolidating the form of the agreement in the accounting policy will justify the company’s right to exchange papers electronically. Electronic document flow is associated with the company’s internal document flow, accounting and reporting. In turn, the set of accounting methods must be approved in the accounting policy (Article 8

Federal Law dated December 6, 2011 No. 402-FZ, hereinafter referred to as Law No. 402-FZ). Therefore, if a company decides to introduce an electronic document management and electronic reporting system, such a system must be reflected in its accounting policies.

At the same time, it is important to fix: - the volume of electronic document flow; - formats of electronic documents; - the procedure for storing electronic reporting; - cases when, instead of electronic documents, the company draws up documents on paper. 2.
Since the exchange of electronic documents, in particular invoices, is possible only by mutual agreement of the parties. 1 tbsp. 169 of the Tax Code of the Russian Federation, then first you need to discuss the possibility of switching to electronic document management with your regular counterparties. Then you must select an electronic document management operator and enter into an agreement with him.

The list of electronic document management operators included in the Trust Network of the Federal Tax Service is posted on the Federal Tax Service website. What criteria should you look for when choosing an operator? I.V.

Murashkintsev: As a rule, electronic document management operators provide the opportunity to exchange electronic documents with several counterparties in test mode. During such “trial operation” you will be able to understand which interface is more convenient for you and whether it will be easy to combine your accounting program with the operator’s document management system.

Evgenia Gerasimova May 30, 2016 10:11

Questions about whether or not to switch to exchanging electronic documents with counterparties arise less frequently. An increasing number of companies are deciding to connect to the EDF Operator, and questions of a different kind are becoming relevant for them. For example, is it necessary to sign an electronic exchange agreement with each counterparty, what force will this agreement have, etc.

We've collected the most common questions on this topic to help fill the gaps in your knowledge about electronic document exchange. Consulting by Synerdocs analysts.

When switching to the exchange of electronic documents, is it necessary to sign an EDI Agreement with the counterparty?

Not always. The obligation to draw up an Agreement on the transition to EDI with counterparties depends on the method of exchange and the type of electronic signature used. Consider the following situations:

a) You exchange with counterparties by email and use a simple and/or unqualified electronic signature. In such a situation, it is necessary to conclude an Agreement (Part 2, Article 6 of Federal Law No. 63 “On Electronic Signatures”).

b) You exchange via email and use a qualified electronic signature certificate. The agreement does not have to be drawn up on the basis of Part 1 of Art. 6 Federal Law No. 63, but we recommend. In case of litigation, such an Agreement may be useful, because it may specify the exchange procedure, conditions for recognizing electronic documents as equivalent to paper ones, the responsibilities of the parties, the rights and obligations of participants, etc.

c) You exchange through the EDF Operator SF. As a rule, exchange services use a qualified electronic signature. An agreement is not required on the basis of Part 1 of Art. 6 Federal Law No. 63, and because clients enter into an agreement with the Operator. No additional agreements will be required anymore.

Exchange through EDF Operator SF

After our organization connects to the exchange service of the EDF operator, are we obliged to somehow notify our counterparties with whom we want to conduct electronic exchange? In what form should this be done? What agreement should be concluded that we will exchange primary data electronically?

According to para. 2 p. 1 art. 169 of the Tax Code of the Russian Federation, invoices are drawn up in electronic form by mutual agreement of the parties if they have compatible technical means. Reciprocity of the transition to electronic interaction is the only condition. Current legislation does not establish requirements for notifying counterparties after connecting to the service.

When switching to the exchange of electronic documents through the EDF Operator, you will not have to enter into any agreements with counterparties. The services use an enhanced qualified electronic signature, in accordance with clause 1 of Art. 6 of Federal Law No. 63 “On Electronic Signatures”, this type of signature is recognized as equivalent to a handwritten one, therefore no additional agreements are required. But if you wish, you can notify your counterparties about the transition to EDI, for example, by mass mailing. This will allow them to be aware of your intentions, and those who have not yet connected may consider connecting.

What to do if a counterparty uses the Agreement against you?

Some of our counterparties have been transferred to EDI; with others we work on paper. During the month, due to technical reasons, we cannot accept incoming electronic invoices. One of the counterparties refuses to send us paper documents, citing the fact that we have an agreement on electronic exchange concluded with the EDF Operator. How legal are the actions of the counterparty?

In this situation, it is necessary to pay attention to clause 1.4 of section. I Appendix to the Order of the Ministry of Finance of the Russian Federation dated November 10, 2015 No. 174n (hereinafter referred to as the Order). Invoices are drawn up electronically by mutual agreement of the parties to the transaction and if they have compatible technical means and capabilities for receiving and processing these invoices. Thus, if you do not have the opportunity to accept electronic documents, then the counterparty does not have the right to refuse to issue a paper original. A similar rule is also contained in paragraph. 2 p. 1 art. 169 of the Tax Code of Russia.

We also draw your attention to clause 2.20 of the Order. If the seller has not received confirmation from the Electronic Document Management Operator within the prescribed period indicating the date and time of receipt of the invoice file, he informs the Electronic Document Management Operator about this fact. The seller repeats sending the invoice file in electronic form to the buyer through the Electronic Document Management Operator. If it is impossible to send the invoice file in electronic form to the buyer through the Electronic Document Flow Operator, the seller issues the buyer a paper invoice.

At the same time, according to letters of the Ministry of Finance of the Russian Federation dated September 12, 2013 N 03-07-09/37682 and the Federal Tax Service of the Russian Federation dated June 12, 2013 N ED-4-3/10769, the presence of an agreement concluded between the parties to the transaction on electronic document flow regarding invoices does not prevent issuing invoices on paper. The main thing is to prevent duplication of one document in paper and electronic form.

Read the full list of consultations, and also ask own question experts you can visit the website

How to properly organize and document electronic document flow with counterparties (acts, invoices, delivery notes)? Should contracts reflect this?

To start electronic document management with counterparties, you need to reflect this condition in the accounting policy (Article 8 of the Federal Law dated December 6, 2011 No. 402-FZ). At the same time, secure:

Volume of electronic document flow,

Electronic document formats,

Cases when, instead of electronic documents, a company draws up documents on paper.

See below for a fragment of the accounting policy on electronic document management.

clause 1 art. 169 of the Tax Code of the Russian Federation). Therefore, contracts need to reflect the provision for electronic document management. If several contracts have been signed with counterparties, then it is more convenient to draw up a separate agreement. The parties can draw up an agreement on electronic exchange of documents in any form. In the agreement (or in the contract) you can indicate, for example: the parties exchange invoices, acts, delivery notes in electronic form. Technical means and capabilities allow you to receive and process electronic documents. The exchange of invoices, acts, delivery notes in electronic form is carried out via telecommunication channels through the electronic document management operator Taxkom LLC in compliance with all provisions of the Procedure approved by Order of the Ministry of Finance of Russia dated April 25, 2011 No. 50n.

Rationale

From the form

Limited Liability Company "Alfa"

Accounting policies for accounting purposes
on 2016year

<...>

Electronic document management

1. To confirm the facts of economic life, unified forms of documents are used, the list of which is given in Appendix 1 to this order.

2. All primary documents are compiled in electronic form.

3. Electronic exchange of invoices in the TORG-12 form and acceptance certificates for work (services) is carried out in the format approved by order of the Federal Tax Service of Russia dated March 21, 2012 No. ММВ-7-6/172.

4. The exchange of electronic documents with counterparties is carried out through an electronic document management operator.

5. All primary accounting documents are signed with an enhanced qualified signature.

6. The right to sign primary documents is available to employees, the list of whom is given in Appendix 2 to this order.

7. Primary accounting documents are stored together with the signature key certificate used to generate the electronic digital signature of these documents for five years.

8. At the request of the tax inspectorate, primary documents are presented in the following form:
– invoices in the form TORG-12 and acts of acceptance and delivery of work (services) – in electronic form via telecommunication channels;
– all other primary documents – on paper in the form of certified copies.

<...>

From the form

AGREEMENT

on mutual issuance of invoices electronically

Moscow 06/17/2015

Limited Liability Company "Production Company "Master"" represented by chief accountant V.K. Volkov, acting on the basis of a power of attorney, on the one hand, and the limited liability company " Trading company"Hermes"" represented by chief accountant A.S. Kondratyev, acting on the basis of a power of attorney, on the other hand, have drawn up an agreement as follows.

Limited Liability Company "Production Company "Master"" and Limited Liability Company "Trading Company "Hermes"" confirm mutual agreement to issue invoices addressed to the parties to the agreement in electronic form. Technical means and capabilities allow you to receive and process electronic invoices.

The exchange of invoices in electronic form is carried out via telecommunication channels through the electronic document management operator Taxcom LLC in compliance with all provisions of the Procedure approved by Order of the Ministry of Finance of Russia dated April 25, 2011 No. 50n.

Addresses and signatures of the parties:

Tax subtleties

Five steps to switch to electronic document management without problems with the tax authorities

Step one: make sure that you have the right to exchange electronic documents with the counterparty

Companies have the right to exchange electronic documents via TCS if the sender and addressee can be identified as parties to the transaction (clause 2 of Article 434 of the Civil Code of the Russian Federation). The exchange of electronic messages is considered as an exchange of documents (Part 4 of Article 11 of the Federal Law of July 27, 2006 No. 149?FZ “On Information, Information Technologies and Information Protection”).

Electronic documents are signed with an electronic signature (clause 2 of Article 160 of the Civil Code of the Russian Federation). Moreover, with one electronic signature, an organization has the right to sign several electronic documents (clause 4 of the Federal Law of 04/06/11 No. 63?FZ “On Electronic Signatures”).

Courts accept as written evidence printouts of the electronic “primary” and documents received in electronic form (clause 3 of article 75 of the Arbitration Procedure Code of the Russian Federation and clause 1 of article 71 of the Code of Civil Procedure of the Russian Federation) (read more in the box below).

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A document in Word format is not an electronic “primary”

The primary electronic document confirms the company's expenses if it is certified with an electronic signature. A document filled out in Word or Excel format received from the supplier by e-mail is not evidence. For more information about why papers in Word format are for informational purposes, read the article “About the costs of annual bonuses, electronic documents and personal income tax from fines” // RNA, 2015, No. 24

Step two: discuss with counterparties the conditions for the transition to electronic document management

Partners have the right to send each other electronic invoices and “primary statements” if they have agreed on this (Clause 1 of Article 169 of the Tax Code of the Russian Federation). If the buyer does not agree to electronic documents, the supplier will have to issue invoices and “primary documents” on paper.

The parties can draw up an agreement on electronic exchange of documents in any form. In particular, draw up a separate agreement on electronic document flow (a sample of such an agreement is given in the article “What is important to include in an agreement on electronic exchange of documents to avoid tax losses” // RNA, 2014, No. 12), exchange electronic documents or perform other actions, which confirm the right to use electronic invoices (letter of the Ministry of Finance of Russia dated 01.08.11 No. 03-07-09/26).

Step three: get an electronic signature

Organizations that report to inspectorates and funds electronically already have an electronic signature. Other companies will have to register it.

A qualified electronic signature is required for documents that the company submits to government agencies and invoices. The organization has the right to sign the “primary document” to the counterparty with a simple or unqualified electronic signature (letter of the Ministry of Finance of Russia dated 02.06.15 No. 03-01-13/01/31906, see also the table below). It is safer to agree on this in advance with the counterparty (letters from the Federal Tax Service of Russia dated 01/17/14 No. PA-4-6/489 and the Ministry of Finance of Russia dated 05/05/15 No. 07-01-06/25701).

Electronic “primary” the court accepts as evidence

Scans of paper documents that the company sends through an EDF operator are certified with an electronic signature. Therefore, there is no need to put a stamp on them (letter of the Federal Tax Service of Russia dated November 23, 2015 No. ED-4-2/20421). The Federal Tax Service of Russia made such conclusions regarding documents sent upon request to the inspectorate. We believe that the department’s logic can be extended to electronic document flow with counterparties.

Step four: choose an electronic document management operator

If an organization already sends electronic reports to the inspectorate and funds through an EDI operator, it has the right to exchange electronic “primary reports” with partners through the same company.

The choice of an EDF operator is influenced by the company’s usual document flow, the operator’s pricing policy and the choice of counterparty.

Compatible with accounting software

EDF operators offer to familiarize themselves with their services in test mode. This allows you to select an operator with software, which is compatible with the organization's accounting program.

Ability to send electronic documents to all counterparties at once

Through one operator, an organization has the right to exchange documents with both government agencies and counterparties (read more in the box below). Therefore, if a company already submits reports to the inspectorate and funds through an EDI operator, after signing agreements on electronic interaction with partners, it is beneficial for it to exchange “primary data” with them through the same operator.

Art. 8 Law No. 402-FZ).

clause 4

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How to exchange invoices electronically

The Russian Ministry of Finance strictly regulates the procedure for electronic exchange of invoices (order No. 50n dated April 25, 2011), in which the entire procedure is described in 23 points. However, exchanging electronic invoices is not as difficult as it might seem at first glance.

In the article “Sending an electronic invoice is not as difficult as it seems,” we explained what is important for an accountant to know when issuing an electronic invoice and sending such a document to the buyer

The exchange of electronic invoices is possible exclusively through the EDI operator (Procedure for issuing and receiving invoices in electronic form via telecommunication channels using an electronic digital signature, approved by order of the Ministry of Finance of Russia dated April 25, 2011 No. 50n). While the law does not oblige companies to engage an EDF operator to exchange other documents. It turns out that a company can send an invoice for payment or an invoice by e-mail, having certified the document with an electronic digital signature.

3. Reflection of the method of signing an electronic document will determine its legal force

There are several types of electronic signature - simple, enhanced unqualified and enhanced qualified (Article 2 of the Federal Law of 04/06/11 No. 63-FZ “On Electronic Signature”).

According to the Russian Ministry of Finance, it is possible to confirm the fact of a business transaction for tax purposes with an electronic document signed with an enhanced qualified electronic signature. A document signed with a simple or enhanced unqualified signature can be regarded as an analogue of a document with a handwritten signature affixed to paper only in the case established by law (letter dated 04/12/13 No. 03-03-07/12250).

It turns out that a document signed with a simple or enhanced unqualified signature will not confirm the company’s expenses (letters from the Ministry of Finance of Russia dated January 23, 2013 No. 03-03-06/1/24, dated December 25, 2012 No. 03-03-06/2/139 and from 12/20/12 No. 03-03-06/1/710).

However, nowhere does it say in what form the counterparty must express that consent. Officials from the Russian Ministry of Finance provided clarification on this matter in a letter dated August 1, 2011 No. 03-07-09/26. In their opinion, the parties can simply exchange documents, from which it follows that both agree to switch to electronic document management.

Or, for example, you can include a provision for the exchange of electronic invoices in the main agreement with the counterparty. True, if your company has signed several contracts with him, then it is still more convenient to draw up a separate agreement. We have posted a sample of such a document below.

In general, the rules allow you to exchange documents through several operators at once. But so far, full communication between special operators has not been established. So at the moment, you will only be able to interact via telecommunications channels with those companies that are serviced by the same operator as yours.

Step #2. Get a digital signature key certificate if you don’t already have one

What no invoice can do without is a signature. And in the electronic version of such a document, it is replaced by an electronic digital signature (EDS). If your company reports to the tax office electronically, then you already have a signature key certificate. There is no need to purchase a new one. You can use the same digital signature for virtual invoices.

If this is your first time encountering electronic document management, then you need to purchase a key certificate for digital signature. This can be done at any certification center - you will find a complete list of them on the official website of the Federal Tax Service of Russia (www.nalog.ru).

The certificate is issued to the manager or other authorized employee, for example the chief accountant. But in the second case, the right to sign must be provided for in the relevant order or in the power of attorney. A copy of such documents along with your passport (or other identification document) will be asked from you at the special center.

For internal accounting of issued digital signatures, we recommend approving the list of employees to whom they are assigned.

Step #3. Submit an application to your telecom operator to participate in electronic document management

So, you have reached an agreement with your counterparties. The key certificate for digital signature is in your hands. Now you need to select an operator. Be careful: the company you choose must be part of a network of trusted electronic document management operators (Order of the Federal Tax Service of Russia dated April 20, 2012 No. ММВ-7-6/253@). Their list is posted on the website www.nalog.ru. The tax service assigned each of them a unique identifier, which is a mandatory requisite for a document sent electronically.

To connect to the system for exchanging invoices via TCS, write an application to a special communications operator. It usually requires you to indicate the name of the organization, TIN, address, telephone number, and details of the signature key certificate. As well as information about the owner of the electronic signature and the inspectorate in which your company is registered. You can probably get an application form from the operator.

Then all that remains is to conclude a license agreement with the telecom operator. This only needs to be done by the parent organization. And the contract should already spell out all the divisions that will also be registered in the electronic exchange system.

As a result, the special operator will give you a participant ID. And will provide access details and other data necessary for connection.

Step #4. Establish in your accounting policy the procedure for electronic exchange of invoices with counterparties

The fact that you exchange invoices with your counterparties, including electronically, should be stated in your accounting policy. And fix the order of virtual exchange there. In the table below we have named all the documents that you must ultimately have in order to confidently claim a VAT deduction using an electronic invoice. Or to confirm the fact of issuing such an invoice. Read on to learn how to correct errors in an electronic invoice.

Documents with which the supplier and buyer will confirm the fact of issuing an electronic invoice

How will the supplier confirm the fact of issuing an invoice?	How will the buyer justify the deduction on the electronic invoice?
1. Invoice 4. Notifying the buyer of receipt of the invoice	1. Invoice 2. Confirmation of the operator about the date of receipt and sending of the document 3. Notification of receipt of operator confirmation 4. Notification of receipt of invoice 5. Confirmation of the operator about the date of sending the notice of receipt of the invoice 6. Notification of receipt of operator confirmation

Step #5. Consider the costs associated with transferring virtual accounts

You can take into account the costs of electronic document management when calculating your income tax. Such costs are economically justified. After all, this is how the company optimizes the work of the accounting department.

Write off the connection fee as part of other expenses associated with production and sales (subclause 26, clause 1, article 264 of the Tax Code of the Russian Federation). Moreover, it is safer to write off the amount during the validity period of the license agreement. But you can write off subscription payments on the basis of subparagraph 25 of paragraph 1 of Article 264 of the Code. If you are on an unlimited tariff, then it is again better to spread the annual cost of services over a year. And when paying for the transfer of invoices “piece by piece”, take into account the costs at the end of the month on the basis of acts drawn up by the operator.

What is important to include in an electronic document exchange agreement to avoid tax losses

Nowadays, more and more companies are switching to electronic document management not only with

1. Consolidating the form of the agreement in the accounting policy will justify the company’s right to exchange papers electronically

Electronic document management is associated with the company’s internal document flow, accounting and reporting. In turn, the set of accounting methods must be approved in the accounting policy (Article 8 of Federal Law No. 402-FZ dated 06.12.11, hereinafter referred to as Law No. 402-FZ).

Therefore, if a company decides to introduce an electronic document management and electronic reporting system, such a system must be reflected in its accounting policies. It is important to secure:

- volume of electronic document flow;
- formats of electronic documents;
- procedure for storing electronic reporting;
- cases when, instead of electronic documents, the company draws up documents on paper.

2. Indication of the method of electronic exchange will provide clarity when interacting with counterparties

Companies determine the procedure and method of electronic document management independently. It is important to take into account two main nuances.

First, the agreement must indicate whether electronic documents are duplicated on paper. For example, a company sends a TTN to a counterparty electronically, and then after some time sends the same document in paper form (for example, if the counterparty has not received the electronic document).

Please note that this procedure for processing documents is currently provided for invoices (clause 4 of the Rules for maintaining a log of received and issued invoices used in calculations of value added tax, approved by Decree of the Government of the Russian Federation dated December 26, 2011 No. 1137 “On the forms and rules for filling out (maintaining) documents used in calculations for value added tax”).