Is it necessary to put a stamp on an order, confirmation of the type of activity of the organization, or a personal income tax certificate?

Organizations are no longer required to have round seals: let's look into the details

Several years ago, legislation required organizations to have round seals indicating their name and location. But in April 2015, Federal Law No. 82-FZ dated 04/06/15 came into force, which removed such an obligation and made the use of seals the right of JSCs and LLCs. The laws on LLCs and JSCs now use the following wording:

The Company has the right to have a seal, stamps and forms with its name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization. Federal law may provide for the obligation of a company to use a seal. Information about the presence of a seal must be contained in the company’s charter (clause 7, article 2 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies”, clause 5 of Article 2 of the Federal Law of 02/08/98 No. 14-FZ “On limited liability companies").

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Is it necessary to put a stamp on the contract?

Is it necessary to have a seal at all?

To begin with, you and your transaction partner are not required to have a seal at all. For individual entrepreneurs, printing has never been a mandatory element of business registration. For limited liability companies and joint stock companies, its presence has ceased to be mandatory since April 2015 (at that time corresponding changes were made to the Federal Laws “On Limited Liability Companies” and “On Joint Stock Companies”). However, in a number of cases, the sealing of documents is provided for by law or other regulatory act (for example, a power of attorney for a court issued on behalf of an organization must be stamped, the unified forms of some documents require a seal, etc.), and its absence can create difficulties . Therefore, we still recommend our clients to have a seal. Yes, and more solid again)

The meaning of the seal on the contract.

Even if your partner has a seal, but it is not on the agreement, what is of paramount importance is not the presence of the seal, but who signed the agreement. If an agreement is signed by an authorized person (a director or a person holding a power of attorney, see more details here), then such an agreement has legal force even in the absence of a seal. If the contract bears the signature of an unauthorized person, then the presence of a seal on it will become only one of the pieces of evidence that may allow the fact of the conclusion of the contract to be defended in court.

Separately, you need to pay attention to the situation when the contract has the abbreviation “M.P.”, but there is no seal. In accordance with Art. 160 of the Civil Code of the Russian Federation, the law, other legal acts and agreement of the parties may establish additional requirements that the form of the transaction must comply with (execution on a certain form, sealed, etc.), and provide for the consequences of non-compliance with these requirements. If such consequences are not provided for, the consequences of failure to comply with the simple written form of the transaction apply. If the contract bears “M.P.”, then it is considered that the sealing of the contract is provided for by agreement of the parties. The absence of a seal under such circumstances is regarded as non-compliance with the simple written form of the transaction. This means that in the event of a dispute, it will not be possible to rely on witness testimony to prove the conclusion of the transaction. However, the humor is that the contract itself, although not sealed, is written proof of the transaction, i.e. it will still be valid.

Material prepared by Tatyana Skvortsova

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Let's highlight a few key points.

1) Now organizations have the right, but are not required, to have a seal. In other words, management can decide for itself whether the society needs a seal. 2) Information about the presence of a seal must be contained in the charter. The charter must state that the organization has a seal. 3) A seal is equated to a means of individualization. A seal is only a means of individualizing an organization (the same as an emblem or a trademark). And it can be anything (not necessarily round). 4) Certain laws may provide for cases where an organization is required to use a seal. At the level of federal legislation, there may still be cases where a seal cannot be avoided.

What about IP seals?

The legislation of the Russian Federation does not oblige individual entrepreneurs to have a seal. Entrepreneurs still decide on their own how to make and use a seal.

What to do if you are denied a stamp on the certificate?

You should contact the chief physician or his deputies, who should be reminded of the existence of clauses 10–11 of the order of the Ministry of Health and Social Development of Russia “On approval of the Procedure for issuing certificates and medical reports by medical organizations” dated May 2, 2012 No. 441 n. In the conversation, it is also possible to mention the need for the medical institution to comply with current legislation.

In case of refusal to affix a stamp, you should contact the prosecutor’s office or Roszdravnadzor with a corresponding complaint, who will oblige you to put the appropriate stamp on the certificate.

When can a stamp be affixed (if available)

Many laws directly indicated that when making certain transactions, affixing a seal is mandatory. But since having a seal is not necessary, these laws have been adjusted. And they provided for in which cases the seal impression should be affixed only if it is available. We have summarized the list of such laws in the table.

Cases when you can’t do without a seal

Despite the fact that individual entrepreneurs and LLCs can legally operate without a seal, some documents must have one. These include:

• a copy of the charter provided when registering rights to real estate;
• power of attorney and application for participation in competitions and auctions in the field of public procurement (in practice, some entrepreneurs do without a seal);
• power of attorney for court;
• report of an industrial accident;
• a cash receipt order, which is issued when you accept cash.

Sometimes entrepreneurs find themselves in controversial situations, for example:

• opening a current account. It is said that a sample seal is provided only if it is available, but in practice, tellers sometimes insist, because printing simplifies client identification;
• making changes to paper work books. The use of a seal to certify entries in a work book is not regulated by federal laws, but is recorded in the Rules for maintaining and storing work books, producing work book forms and providing them to approved employers. Clause 35 states: “When an employee is dismissed (termination of an employment contract), all entries made in his work book during his work in this organization are certified by the signature of the employer or the person responsible for maintaining work books, the seal of the organization (personnel service) and the signature of the employee himself. (except for the cases specified in paragraph 36 of these Rules).”

To the question: “What kind of seal is needed for an individual entrepreneur or LLC?” You can answer this way: “An individual entrepreneur / organization can work without a seal and there is no need to have a reason for this, but in some cases it cannot be done without it.” It’s better to do it and sleep peacefully, especially since this pleasure is inexpensive: manual will cost you from 250, and automatic - from 500 rubles.

If there is a seal, you need to use it

It follows from the law that if there is a seal, it must be affixed. After all, legislators did not provide that the seal is affixed “at discretion” or “at will.” This means that if an organization has a seal, then it needs to be used. And even if the company was created before the seal became optional, it is better not to rush to destroy it. It is possible that government agencies may require a seal on documents, citing the fact that such an organization must have a seal.

What documents require mandatory stamping?

Sometimes the parties to an agreement, when concluding it, may agree to seal the agreements and this is recorded in the text. In this case, the absence of a seal may be grounds for declaring the transaction invalid. Financial and payment documents for the transfer of funds - that is, stamping on the sales receipt is required. The same as on the invoice issued to the counterparty for payment. Printing is also required on strict reporting forms - the same sales receipts and receipts, for example. In general, on any documents that have a number. This also includes insurance policies, because their accounting is strictly controlled by the insurer. Stamping on any policy is required.

When submitting documents for state registration of real estate transactions. The seal is required on certified copies of the constituent documents of a legal entity.

Is a stamp required on the contract?

Even before the seal ceased to be mandatory, judges came to the conclusion that the legislation does not contain the mandatory presence of a seal of the parties to the agreement (Resolution of the Federal Antimonopoly Service of the Moscow District dated March 22, 2012 No. A40-62363/11-71-291).

It turns out that affixing a seal to contracts was not mandatory before (unless, of course, the contract itself required it).

Without a seal, it is also possible to conclude employment contracts, since the article of the Labor Code of the Russian Federation does not provide for a seal as a mandatory requisite. Thus, for the purpose of concluding contracts, the abolition of the seal, in principle, did not change anything.

Is the organization’s seal required on an employment contract?

The fact that there is no seal on an employment contract does not indicate the invalidity of this contract. According to the Labor Code, employment contracts must be in simple written form and the relevant requirements apply. The employer has the right to decide for himself whether to put a stamp or not. An agreement without a seal is completely legal. People often get confused with the need to affix a stamp to the work book. The absence of an organization's seal on its title page imposes liability on the employer in the form of a fine. The practice of studying contractual relations shows that most legal entities use a round seal in the absence of such a need. Business traditions do not change quickly, and we are still approached by alarmed business owners who have discovered that there is no seal on the concluded agreement... Here there is an immediate loss of confidence in the reliability of the counterparty, and suspicions of the dishonesty of the business partner. Rest assured - in the event of any legal proceedings, the presence of the organization’s round seal does not matter at all.

Tax and other reporting of the organization

Many organizations that submit reports electronically have long forgotten about stamps on declarations (after all, they only need an electronic digital signature).

But those who continue to report “on paper” must affix a stamp, since the forms of some reporting documents require its presence, for example:

• form 4-FSS;
• sales book;
• book of accounting of income and expenses (when using a simplified taxation system).

Is it necessary to change the charter in connection with the decision to use the seal?

As we have already said, legislators provided that information about the presence of a seal should be contained in the charter. But what if the company was created in those days when the presence of a seal was mandatory, and mention in the charter was not required? We come to the following conclusions:

• if the charter does not say anything about the seal, then you can leave it as is. But then it turns out that the organization does not have a seal and, accordingly, cannot use it;
• If an organization wants to officially consolidate the presence of a seal, then changes must be made to the charter. But then it turns out that the seal will have to be used even in cases where affixing a seal is not necessary.

Is it possible not to make changes to the charter and at the same time continue to use the seal? There is no clear answer to this question. After all, on the one hand, if the charter says nothing about a seal, then there shouldn’t be a seal. On the other hand, there are a number of documents that still need to be stamped by all organizations (regardless of the content of the charter).

Sources: Here

Is a stamp required for 2-NDFL?

If your company prepares reports in electronic format, then the issue of printing disappears. In this case it is not used.

Organizations in which no more than 25 people received income during the reporting period are entitled to provide data in paper form. Previously, the letters “M” were indicated at the bottom of the 2-NDFL certificate. P.”, which were intended to affix the employer’s imprint. Reporting samples for 2021 do not have these designations, which means they do not need to be stamped.

Order of the Federal Tax Service No. ММВ-7-11/ [email protected] dated 10/02/2018. 2-NDFL does not inform about the new type of certificate about the need to affix a stamp. This information is not included in the articles of the Tax Code. Since the information is not specified in regulations, then representatives of the tax service cannot refuse to accept a 2-NDFL certificate without a stamp.

In 2021, regulations continue to apply allowing LLCs and JSCs not to use a seal at all. If your organization initially refused to put an imprint on the documents, then it is not needed on the 2-NDFL certificate itself.

In cases where a company has its own seal, the latter is required to be used only in situations specified by law.

So is a stamp needed for 2-NDFL? The absence of information about the seal in legislative norms does not force one to abandon it. If you wish, you can install it. Such a document will not lose its validity.