Sole founder loan agreement interest-free sample. Sample interest-free loan agreement from the founder and the organization

An interest-free loan agreement with the founder is one of the legal ways to improve the affairs of the company and attract assets to improve the difficult financial situation. Commercial banks may be denied a loan due to the unsatisfactory structure of the enterprise’s balance sheet, and therefore one of the few ways to save an organization is a loan from the owner.

What is it

A founder's loan is a loan provided by the owner of the company, which is often interest-free. The borrower is given the opportunity to use this money to close budget gaps and restore a stable economic condition.

Let us formulate the main reasons for providing a loan:

assistance from the founder to solve the financial problems of the organization;
financing a new business project or startup;
providing assistance due to family or friendly relations;
mutual assistance between dependent firms.

If the loan amount exceeds 1000 rubles. its conclusion must be made in simple written form.

Peculiarities

An interest-free loan from the founder is possible if, on the basis of Art. 809 of the Civil Code of the Russian Federation, this point will be reflected in the text of the agreement. Otherwise, by default, the loan may be recognized as interest-bearing based on the refinancing rate of the Central Bank of the Russian Federation, which will entail tax consequences in the form of claims from tax authorities about the borrower receiving material benefits.

The duration of the loan agreement is not defined by law - it can be a short-term, long-term or unlimited period. The provision of money is carried out on the principle of remuneration - the organization must return the funds within the period established by the agreement.

It is common practice to draw up a payment schedule as an addendum to the contract. Registration of a document with a notary is possible only at the request of the parties.

The benefits received by the borrowing company consist of several components:

the opportunity to improve financial affairs and obtain free working capital;
there are no interest charges on the loan body, you will only need to repay the borrowed amount;
a refund can be made after an indefinite period of time (if a contract of an open-ended nature is concluded), when financial situation the organization is stabilized;
Cases of debt forgiveness by the founder are not uncommon.

The agreement comes into force upon transfer cash to the borrowing organization. The moment of transfer is recorded with a receipt indicating the date, amount and individual data of both parties.

Species

There are only two main types of interest-free loan agreements with the founder used in practice: short-term and unlimited.

Short-term contract

It is concluded for a period of up to 12 months. This point must be stated in the document. It is possible to provide for the possibility of its extension if the organization does not have the right moment money to repay the loan. Extension of the loan term is carried out by signing an additional agreement indicating new terms for repayment of the debt. Prolongation can be made an unlimited number of times, unless otherwise provided in the agreement - in this case, the previous text of the agreement loses its force

Permanent contract

As the name suggests, it is concluded for an indefinite period. Debt repayment is carried out at the request of the lender. Common practice is to return the loan amount within a month after written receipt of such a request by the organization

An open-ended contract, as a rule, provides for a lump sum payment, while a short-term contract can be repaid in equal monthly installments based on an additional payment schedule.

How to draw up an interest-free loan agreement from the founder, sample

Let's consider correct design interest-free loan agreement between the borrower organization and the founder-lender.

It is worth considering the following main points when concluding an agreement:

First of all, we indicate the date and place of conclusion of the loan agreement, its serial number.
Next, fill in the details of the parties. On the one hand, there is an individual, the founder - we write his full name, passport details and residential address, on the other - legal entity, borrowing organization. We enter the full name of the company and its legal form, in whose person it acts. There are often cases when the founder of an organization and the general director are the same person. In this case, the text of the agreement may look like this: “the agreement is concluded between Petrov Petrovich, on the one hand, and Gamma LLC, represented by general director Petrov Petr Petrovich, on the other.”
Let's move on to the essential terms of the agreement - we indicate the subject of the agreement. The loan amount is indicated here (in numbers and in words) and the period for which it is planned to be provided. It is imperative to note the interest-free nature of the loan and the method of its provision (transfer to a current account, deposit into the enterprise’s cash register, deposit into the organization’s account in cash, etc.).
An important point of the agreement is the indication of the rights and obligations of the parties. The main obligation of the borrower is to repay the debt amount within the specified period. Early returns are not prohibited. The founder’s responsibility is to provide funds within the agreed time frame.
We choose a method for resolving possible disputes - usually we're talking about about the claim procedure for judicial settlement, methods of serving letters of claim and judicial proceedings.
We fill out the final provisions, indicating additional information regarding the loan agreement: the number of copies, the beginning and end of the agreement, the possibility of making changes and additions. This part of the agreement may cover force majeure and the possibility of extending the loan. Important point agreement – grounds and procedure for termination of the agreement.
We complete filling out the text of the agreement by entering the details and signatures of the parties.
The agreement usually includes exhibits showing the loan schedule and payment schedule.

Thus, taking into account all the above points, filling out an interest-free loan agreement is not difficult at all.

Pay

The method of repayment of an interest-free loan must be specified in the terms of the concluded agreement. Payments can be made according to the payment schedule attached to the agreement or in a lump sum at the end of the loan period. Settlements with the founder are provided in cash or by transfer to an account individual.

Important: You cannot use proceeds from the cash register to pay off your debt, as this is contrary to Bank of Russia instructions N3073-U. It is necessary to hand over the proceeds to the bank and then withdraw money from the account, indicating the basis - “repayment of the loan to the founder.” After this, the loan can be transferred to the lender by filling out a cash settlement order.

If it is not possible to return the agreement within the specified time frame, the borrower may ask the owner of the company to extend the term of the agreement. The organization may offer to repay the debt to the founder with goods or products of its own production.

This option will be qualified as a sale of goods and will entail the need to pay a number of payments (VAT, income tax or single tax on the simplified tax system), depending on the taxation system of the enterprise.

One of the options for repaying the loan may be the transfer into ownership of the founder of the property on the balance sheet of the enterprise (Article 409 of the Civil Code of the Russian Federation). Transfer of property as compensation will be considered tax authority as a sale, since there is a transfer of ownership and it is impossible to do without paying VAT and income tax.

There may be cases of debt forgiveness by the lender by drawing up a gift agreement.

Taxation

The concluded loan agreement should not have tax consequences because the loan is provided on an interest-free basis, since the lender does not receive any economic benefit.

The borrower also does not receive any benefit, since the funds are provided on a reimbursable basis and will have to be returned. Consequently, the loan received is not income and cannot be included in the tax base.

The exception is cases of long-term delay in payment (more than three years), leading to the write-off of accounts payable based on the expiration of the statute of limitations and the need to include the debt amount in non-operating income. This applies to companies that are on a “simplified” tax system.

If the founder draws up a gift agreement, this amount is included in the non-operating income of the enterprise. In cases where the founder’s share in the authorized capital is less than 50%, this “gift” increases the tax base of the enterprise.

For OSNO - the tax amount will be 20%, for simplified tax system - 6%. If the founder's share is more than 50%, debt forgiveness is considered free of charge financial assistance(Article 251 of the Tax Code of the Russian Federation) and no tax is charged.

In conclusion, we note that the use of an interest-free loan from the founder to a legal entity is a good alternative to a bank loan, allowing the company to attract additional funds to solve its financial problems. Issuing a loan to the company by the founder also meets his interests - he, like no one else, is interested in the profitable activities of his enterprise.

Video: What is a loan agreement

An interest-free loan agreement with the founder is one of the legal ways to raise funds for current activities. The process of applying for a loan in this case is carried out between parties directly related to joint activities, which allows reaching agreement on all essential terms of the contract.

Borrowing funds from the founder has significant advantages over a bank loan, since it allows you not to pay interest to the credit institution.

The provision of funds on loan terms is carried out on repayment terms, i.e. the organization, sooner or later, is obliged to return the money to the founder. However, if the same person is the sole founder of the company and its manager, the return of funds is meaningless from a legal point of view, since the funds actually remain at the disposal of the same person.

However, the legislation regulates clear conditions regarding determining the validity period of the loan agreement. Article 810 of the Civil Code of the Russian Federation provides for:

The period for using funds under a loan agreement is established in the agreement by agreement of the parties;
If the loan term is not detailed in the terms of the agreement, the obligation to repay the funds occurs no later than 30 days from the date of presentation of such a demand.

Pay attention! A request for repayment of funds can be made orally or in writing, but to prove receipt of such a request by the borrower, it is recommended that it be issued in the form of a document.

Thus, without specifying in the agreement a specific period for the repayment of borrowed funds (or the terms for the repayment of individual parts of the loan), the parties give the agreement an open-ended nature. In this case, the expiration date of the contract will depend only on the presence of a demand from the lender.

In practice, this provision provides flexible opportunities to regulate the property status of the sole owner of an enterprise, who simultaneously acts as the head of this company. Having transferred funds as a loan to an organization without specifying a repayment period, on behalf of the management body of a legal entity, he has the opportunity to use working capital indefinitely.

If a large amount of debt is collected from an enterprise or bankruptcy proceedings are threatened, the founder can at any time file a demand for the return of borrowed funds, which he will immediately fulfill as a manager. This will avoid the seizure of funds for settlements with creditors.

Formally, this scheme may be stopped during bankruptcy, since a number of participants in this process have the right to challenge a transaction completed within one year before the start of the bankruptcy procedure. However, if the terms of the contract are properly drawn up, demands for repayment of the debt are practically eliminated. this opportunity.

Pay attention! The absence of a requirement for debt repayment can be considered as an analogue of debt forgiveness, the possibility of which is permitted by law.

How to compose and sample

The law stipulates that any loan agreement requires execution in the form of a written document. Agreement on the conditions for raising funds in an organization in this way is carried out only between the parties to the transaction, with the exception of cases when for a loan large sum approval of the company's founders or collegial management body is required.

The amount of a major transaction depends on the value of the company’s assets and is provided for in constituent documents enterprises. In addition, the manager’s powers, as a rule, indicate size limit transactions that he has the right to carry out without the approval of the owners of the legal entity.

Pay attention! If the sole founder and head of the organization coincide in one person, this condition does not apply. practical significance However, when a loan occurs from one of several owners, approval of the amount of borrowed funds requires the approval of the general meeting of participants.

An essential condition of this type of contract is the definition of the subject of the transaction, i.e. amount of borrowed funds. Without this condition, the contract cannot be drawn up.

Special significance is subject to the conditions that the transaction is free of charge. By default, the provision of funds on loan terms entails the obligation to pay interest for the use of the money. However, if the parties directly indicate in the provisions of the contract that the transaction is gratuitous, then such a condition will have legal significance for both parties.

A sample interest-free loan agreement can be found on our website, and the terms of its preparation must be agreed upon with the help of a lawyer. The gratuitous nature of the loan entails tax consequences for both parties, which an experienced specialist will help you avoid.

On behalf of the enterprise, the contract is concluded by the manager, and if it is the same person as the founder, a legal conflict may arise. By general rule, it is not allowed for the parties to the agreement to be the same person. However, the founder will formally not be the borrower, but only a representative of the borrower-enterprise and its sole management body.

How much can you conclude?

The legislation does not limit the maximum loan amount that can be obtained under an agreement with the founder. It is determined by agreement of the parties and is fixed in the terms of the contract.

However, there are formal restrictions on the size of the loan that can be obtained by decision of the sole management body. This limit is fixed:

In legislation on certain types of legal entities - by indicating the size of a major transaction, carried out only after approval by the owners or the collective management body;
In the constituent documents of the company - by indicating the maximum size of financial and business transactions that the manager can carry out without additional approval;
In a contract or power of attorney with the manager.

Pay attention! If the loan amount is greater than the established limit, the transaction may be challenged at the request of interested parties (for example, other founders) due to the excess of the authority of the manager.

How is the contribution made?

When concluding an agreement, the parties themselves determine the procedure for transferring funds, including the specific form of transfer of the loan amount. With non-cash payments, funds are transferred from the founder’s account to the enterprise’s account, while payment order will be evidence of actual receipt of the loan.

If the agreement provides for a cash transfer of money, the company draws up receipt documents that record:

Grounds for accepting funds at the cash desk (details of the loan agreement);
Information about the person from whom the money was accepted;
Amount of funds accepted;
Information about the person who accepted the money from the lender.

Important! Incoming documents must comply with the formalized form of primary accounting documents. Inconsistency of the form will not affect the nature of the fulfillment of the terms of the contract, but will cause problems when tax audits.

As a general rule, the loan is repaid in the same form as the transfer of money. However, due to the significant limitation of cash circulation for legal entities, the parties may provide for a non-cash loan repayment procedure. To do this, it is necessary to agree on such a condition and enshrine it in the provisions of the contract.

Issue an interest-bearing or interest-free loan to the founder and vice versa, how to draw up an agreement on this between the LLC and the founder, what size of a cash loan is acceptable, and how to carry out all this in accounting.

Possibility of taking and dispensing

In the process of founding a limited liability company, the founder, individually or jointly, contributes a certain amount of money to the authorized capital, while the cash desk of the company and the founders no longer interfere and all reporting is carried out separately.

According to the law, the founder does not have the right to freely use the monetary assets of the founded enterprise. This is only possible using accounting statements for reporting. At the same time, established goals are met, receipts are retained, which may be subject to tax control in order to avoid unlawful waste of the company and tax evasion.

The founder and the LLC have the right to draw up an agreement and borrow money directly or in reverse. The interest-free loan applies both from the LLC to the founder and from the manager to the company. Basic legislative norms which should be followed: paragraph 10, paragraph 1, article 251 of the Tax Code of the Russian Federation, as well as Chapter 25 of the Tax Code of the Russian Federation (Article 247 of the Tax Code of the Russian Federation).

Note: according to tax code, the money issued to the manager is returned to the company without being reflected in income, so the amount is not subject to (income) tax for the LLC. In this case, an individual will be required to pay two-thirds of the amount of the unpaid rate at the key rate of the Central Bank of the Russian Federation.

We will tell you below how to apply for a loan to the founder from an LLC and vice versa.

A specialist will tell you about the possibility of obtaining a loan between an LLC and the owner in this video:

Registration process

The process of obtaining a loan on the part of the founder of a limited liability company begins with drawing up an agreement according to the established template. Before doing this, it is important to know which transactions are used to receive funds. In this case: subaccount 66.03 “Short-term loans” (if the period is up to one calendar year) or subaccount 67.03 “Long-term loans” (in cases where the period exceeds one year).

If the agreement does not legally and legally state that the loan is interest-free, interest will be accrued on it. The final monthly accrual depends on the established rate, which is legally determined by the central bank.

Founder's loan agreement with LLC

Rules

The described agreement can be drawn up in writing without using established sample. However, it must contain several main points.

Please note that the primary reference date specified period(if any) is not the date of his signature, but the time of issue of all sum of money by hand or by transfer to a bank account.
The deadline for issuing money may not be specified, then the final date is considered to be the 31st day after the creditor requested in writing the return of his issued funds.

Note: notarization of a document is not mandatory - such a rule is not established by law.

Features of compilation

When compiling, the following points should be taken into account:

Subject of the agreement indicating the parties, personal and legal data, residential address and registration;
Duration of the contract, indicate the exact period, date, or clarify that the refund period is not established (upon request);
Rules and obligations of the parties, which include a list of the obligation to return funds within a specified period (see above);
The responsibility of the parties establishes possible sizes penalties, penalties, penalties for violation of deadlines, etc.;
Grounds and procedure for termination of the contract, which describes the conditions for its termination (unilaterally or by agreement of the parties), expiration of the expiration date;
Resolution of disputes regarding the described points, including an inventory of possible litigation, the likelihood of sending letters of claim;
Force majeure;
Other conditions;
Addresses, details (additional).

The presented model for drawing up a loan agreement between the LLC and the founder is the most complete and detailed. Drawing up a one-page contract entails the absence of legal regulation.

An interest-free loan agreement (sample) from the founder with the LLC is available for.

Interest-free loan agreement between the founder and LLC (sample)

Interest-free loan agreement between the founder and LLC - 1

Interest-free loan agreement between the founder and LLC - 2

Required information

The validity of the agreement is confirmed by the fact that the entire amount of money has been received by the borrower. This is documented by a receipt, which describes the amount in national currency, date, time, details and signature of both parties.

If the borrower is an LLC, the individual will have to pay the interest that he underpaid. And the company itself is exempt from this process.

A mandatory condition is the return of the full amount of money to the company by the founder. Otherwise, the fiscal services will consider this an unlawful action.

We will tell you below how to issue a loan to the founder from an LLC and vice versa.

The features of giving a loan by the founder of his company are discussed in the video below:

Procedure for issuing the amount

The amount can be issued in any required manner that is available to the borrower. It is also possible that the loan was issued not in money, but in goods or material assets. In this case, the contract is drawn up on equal conditions, where clarification is stated about the delivery of goods (valuables) to the borrower, volume, nominal estimated value, condition, external inventory, materials, what they are made from and characteristics.

After the funds or goods are issued, the LLC’s loan is expected to be returned to the founder (or vice versa). If there is no specified date, the borrower must notify the second party of the need to repay the loan within a period not exceeding 30 days from the date of the signed and received notice.

On at the moment There are disputes over whether the director of a company (being a founder) can issue a loan to himself by signing both copies of the document. Legislative disagreement has led to various judicial practitioners, both in favor of directors (founders) and against them.

Accounting for an LLC loan from the founder for correct taxation is discussed below.

Accounting work

The procedure is described by the following entries (for interest-free loans):

When issuing funds - Dt51 Kt66;
Upon receipt - Dt66 Kt51.

For long-term interest-free loans:

When issuing funds - Dt51 Kt67;
Upon receipt - Dt66 (67) Kt41.

A subaccount can be added for percentage display - stt. 60.

The video below will tell you what it takes for an LLC to give a loan to the founder:

Interest-free loan agreement with the founder - download sampleyou can on our website - in some cases it may imply that the borrower will incur expenses in excess of the amount of the debt. Let's study such cases in more detail, as well as how a loan agreement without interest is drawn up.

Is a loan possible between the founder and the LLC (loan from the company to the founder)?

Quite. A loan agreement with the founder - interest-free as an option - has the full right to enter into a business company belonging to him. Fundamental provisions of the law regarding the regulation of loans, in particular the norms of paragraph 1 of Art. 807 of the Civil Code of the Russian Federation do not contain a ban on such legal relations. The need for such a loan may arise if, for example, the company’s current retained earnings are not enough to invest in certain projects, and for these purposes, the company’s founder provides financial support to the company.

A legal relationship is permissible in which the business company itself becomes the creditor under an interest-free loan agreement with the founder, and its founder becomes the borrower. But in this case total quantity such loans during the year should not exceed 4, otherwise the LLC will be considered a professional participant in the consumer loan market (subclause 5, clause 1, article 3 of the Law “On Consumer Credit” dated December 21, 2013 No. 353-FZ). An exception is if the founder is an employee of an LLC. In this case, there are no restrictions on the number of loans.

The activity of a participant in the loan market is legal only if it acquires the status of a credit organization or other specialized company, for example, a microfinance organization, a consumer cooperative, etc. Issuing loans without obtaining such status may lead to fines in the amount of:

20-50 thousand rubles. - on official firms;
200-500 thousand rubles. - on the company itself (Article 14.56 of the Code of Administrative Offenses of the Russian Federation).

In addition, a loan to the founder from an LLC cannot be completely interest-free. Let's study further what this is connected with.

When can a loan agreement with the founder not be interest-free?

The fact is that if the loan rate is zero or less than the key rate of the Central Bank of the Russian Federation, then the borrower is considered the recipient of a material benefit on which personal income tax must be paid (subclause 1, clause 2, article 212 of the Tax Code of the Russian Federation).

In case of an interest-free loan agreement between the founder and the organization, the benefit is calculated according to the formula:

MV = (SUM × 2/3 × KS / YEAR) × DAYS,

MB - material benefit accrued for 1 month of using the loan;

AMOUNT — loan amount;

KS - key rate of the Central Bank of the Russian Federation;

YEAR - number of days in a year;

DAYS - the number of days of using the loan in a month.

If interest is still accrued on the loan, then the formula will be slightly different:

MV (PERCENT) = (SUM × 2/3 × (KS - PERCENT) / YEAR) × DAYS,

PERCENT - interest on a loan to the founder.

Personal income tax is charged on the MV indicator in the amount of 35%; for persons who do not have tax resident status in Russia - 30% (clause 2 of Article 224 of the Tax Code of the Russian Federation).

How to reflect the material benefit of the borrower in 6-NDFL, read.

Let us now study in more detail how an interest-free loan agreement is drawn up between the founder and the LLC.

Where can I download a sample interest-free loan agreement with the founder?

The loan agreement between the owner of the company and the company itself must include a preamble, which reflects information about the parties to the legal relationship and the fact of concluding an interest-free loan agreement between the founder and the LLC, as well as the following sections:

1. Subject of the agreement.

2. Rights and obligations of participants.

3. Responsibility of participants in the loan agreement.

4. Dispute resolution procedure.

5. Final provisions.

6. Details of the parties.

An interest-free loan agreement to the founder from an LLC (and vice versa) may have various applications. For example, a payment schedule.

You can download a sample interest-free loan agreement with the founder on our website using the link below.

Let us note that the structure of the loan agreement between the owner of the LLC and the organization itself is quite standard and does not fundamentally differ from similar agreements in other legal relations. From us you can download a sample interest-free loan agreement with the founder, in which the borrower is the founder.

Results

A loan without interest can be taken by an LLC from its owner and vice versa. In the second case, the borrower, since the loan agreement between the founder and the organization is interest-free, must pay personal income tax at a rate of 35% on material benefits.

Interest-free loan agreement with the founder - sample download can be found in this article. Thanks to this agreement, the businessman, to some extent, insures his personal funds against non-return and at the same time develops the enterprise. The article reveals in detail the features of this financial instrument.

Loan agreement between the founder and LLC

Studying § 1 ch. 42 of the Civil Code of the Russian Federation, regulating relations related to the provision of loans, and the norms of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ and comparing them with the loan agreement between the founder and the organization, the following conclusions can be drawn:

the law does not prohibit the execution of such agreements;
the law does not limit the terms of the loan and the amount of transferred amounts;
The law does not prohibit concluding a gratuitous contract.

Thus, in relation to this type of loan agreement, the principle “what is not prohibited is permitted” applies. Its participants have the right to regulate all conditions themselves.

Founder and founder-director of an LLC as a lender: is there a difference?

The decision on the need for additional investments in the organization in the form of a loan is made at a meeting of the founders of the LLC.

Loan agreement between the founder and LLC, sample which is given in this article, is drawn up in a standard way: one party to the transaction is the founder (this can be an individual or legal entity), and the other is the organization. The details are indicated appropriately.

Is it possible for a loan to be provided by the founder, who is the director of the LLC?

In 2004, the court considered the dispute, which was resolved based on the content of paragraph 2 of Art. 182 of the Civil Code of the Russian Federation: “A representative cannot make transactions on behalf of the represented person in relation to himself personally. He also cannot make transactions in relation to another person, whose representative he is also at the same time” (Resolution of the FAS ZSO dated January 15, 2004 No. F04/191-2632/A27-2003). The lender, the director of the LLC, was unable to return his money.

In 2006, the Presidium of the Supreme Arbitration Court of the Russian Federation, in its resolution dated April 11, 2006 No. 10327/05 in case No. A13-13712/04-22, explained that, according to Art. 53 of the Civil Code of the Russian Federation, an organization establishes, changes or terminates its rights and obligations through its bodies acting in accordance with the constituent documents.

All actions of bodies are considered actions of a legal entity.

Thus, the actions of the director of the organization as an executive body are considered the actions of the organization, and not its representative. Clause 2 Art. 182 of the Civil Code of the Russian Federation does not apply in such disputes.

In such cases, the founder acts as a lender as an individual, and as a borrower on behalf of the organization.

Loan from the organization to the founder: interest-bearing and interest-free

Loan agreement with the founder has a simple written form and standard contract details.

If it does not indicate an interest rate and there is no gratuitous clause, then it will be considered in circulation as interest loan agreement. Interest rate will be accrued at the key rate in effect on the date of loan repayment (clause 1 of Article 809 of the Civil Code of the Russian Federation).

A sample loan agreement without indicating interest can be downloaded from the link: Sample loan agreement without specifying interest

If the agreement is interest-free or the rate is very small (less than 2/3 of the refinancing rate), then it is considered that the founder has acquired a material benefit. He will have to pay personal income tax. Or, as an option, the organization itself will withhold personal income tax from the founder’s salary if he is its employee.

Sample loan agreement from an organization to the founder can be downloaded from the link: Sample loan agreement from the organization by the founder .

How to draw up an interest-free loan agreement from the founder of an organization: sample

An interest-free loan agreement from the founder is drawn up in a classic way. It states:

time and place of drawing up the contract;
sides;
loan amount;
deadlines for its provision;
non-interest clause;
rights and obligations of the parties, other agreed terms;
details, signatures, seals of the parties.

For the lender, the full name and passport details of the founder are indicated, and in the “Borrower” field - the full name of the LLC and the full name of the director as his representative.

At the end of the agreement, the full name, passport details, residential address of the founder-lender and details of the borrower organization are indicated.

Sample interest-free loan agreement between the founder and the organization can be downloaded from the link: Sample interest-free loan agreement with the founder.

Is it possible to provide a loan without drawing up an agreement?

If a dispute arises between the founder and the organization due to the latter’s refusal to repay the borrowed funds, main problem will prove the fact of lending money.

It is clear that the fact of transfer of money from the founder of the organization can be proven using a cash receipt order or payment document. They reflect the completed business transaction as primary accounting documents. But will these documents by themselves, without a loan agreement, mean that the founder lent funds to the organization?

The Supreme Court of the Russian Federation in its ruling dated September 23, 2014 in case No. 5-KG14-63 indicated that payment orders and receipts cash orders as documents drawn up by only one party do not in themselves indicate the conclusion of a loan agreement and do not prove the agreement of the parties on loan obligations, but only confirm the fact of the transfer of a sum of money.

Since the original loan agreement was not presented, the court concluded that there were no loan obligations of the parties.

A similar position is taken by the 8th AAC, which, due to the absence of the original loan agreement, came to the conclusion that the transaction was invalid (resolution of the 8th AAC dated 07/03/2013 in case No. A70-2872/2011).

Meanwhile, the Presidium of the Supreme Arbitration Court of the Russian Federation, in its resolution dated 04/05/2011 in case No. 16324/10, indicated that the absence of an original loan agreement in a situation where the actual transfer of funds to the borrower is proven does not entail recognition of the loan agreement as not concluded. Accordingly, the return of money received under this agreement is mandatory.

Thus, the position of the courts regarding the conditions under which a loan agreement should be considered concluded is contradictory.

A loan agreement (interest-bearing or interest-free) with the founder of an organization is a fairly flexible and convenient tool for distributing funds - both personal and work. It is drawn up and executed as a classic loan agreement.

As practice shows, if a dispute arises regarding the borrower’s failure to repay borrowed funds, the lender must prove 2 facts: