Primary documentation in the company can be signed by certain persons. To transfer the ability to sign a number of business and accounting acts, the manager can issue a special order or power of attorney, which is drawn up on behalf of the company. This allows you to assign powers to a specific person who is engaged in business activities or accounting.
The procedure for assigning responsibilities to the required person must be carried out in accordance with the law.
What are primary documents
Papers are primary if they register completed business transactions. It turns out that in order to enter facts and information into accounting, primary documentation in the form of contracts and executed transactions is required.
Any act of the primary type carries information about the economic activities of the enterprise, as well as economic facts.
Primary documents: types
Important! The papers must be kept for 4 years, since during this time the tax authority can check the availability of such data.
Basic information
Any business-type operation carried out at an enterprise or organization is accompanied by the execution of special documents, which are called primary documents.
Accounting is maintained based on the totality of documentation.
Important! Any document must be signed by a responsible person who has this responsibility.
The possibility of signature can be established by a special order, accounting policy or additional papers, which include job descriptions and powers of attorney.
According to the law, it is desirable to have a list of persons in the accounting documentation. This will avoid problems with filling out forms.
What is a signature
A signature means the signature of a representative or official. It must be handwritten and confirms the authenticity of the act or copy.
The signature consists of three main parts, including the job title, personal signature and decoding, which includes the surname and initials.
Important! If organization letterheads are used, the name of the organization is not required. Otherwise, it is necessary, for example, if the document is drawn up on a blank sheet of paper.
The signing itself means the presence of legal force, so only the person identified through various documentation should sign.
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What belongs to this category
This category includes an accounting document for accountants and tax authorities. Documentation:
- invoice;
- payment order;
- Act;
- discharge;
- reference;
- invoice.
This also includes all papers that are related to the economic activities of the organization. They must be properly designed and also contain the signatures of the responsible persons.
Primary documents
Legal basis
The base includes several basic regulations. Among them:
- Order of the Ministry of Finance of the Russian Federation dated July 29, 1998 No. 34n, approving the provisions for maintaining accounting and accounting-type reporting;
- Federal Law No. 402-FZ, regulating accounting;
- Federal Law No. 129, Article 9 of November 21, 1996.
According to the latest legislative act, any process of drawing up a primary act requires the availability of details.
According to the law, correct preparation of documentation is mandatory, since records are kept on the basis of it.
Why is a primary needed?
The primary record is used to record the actions of the entrepreneur and the organization, that is, any activity is accountable.
Documentation can be unified or arbitrary. It all depends on the type of activity and the presence of additional factors, for example, there is a hazardous production or the company is engaged in government supplies. Any paper contains a number of data:
- name and date of compilation;
- Business name;
- type and name of business operation;
- data of persons involved in the operation;
- the signature of the responsible person, that is, the one who has the right to carry out this operation and the execution of the form.
Painting is considered mandatory. At the same time, it doesn’t matter whether it is digital or handwritten. The main thing will be the presence of a painting and the possibility of a face on it.
Useful video
This video explains the intricacies of concluding an employment contract:
Good morning, please tell me what is the procedure for signing orders. The director signs first, and then the employees get acquainted, am I right? Thank you, but can you post a link, otherwise my director doesn’t believe me? No, I just need a material that specifically states that the director is the first to sign the order and then the employees are familiarized with it as a confirming fact for management. But although it may be possible to add who is the first to sign the employment contract, if possible
Answer to the question:
The situation with signing orders and contracts is slightly different. Let's consider them separately.
Orders.
As for orders, then, undoubtedly, it is the director who puts the first signature, thereby confirming his decision and making the order legitimate, i.e. legal. Next, the employee only reads the order and takes note of it. No agreement or non-agreement is required from him here. Without a director's visa, this is not yet an administrative document, but just a piece of paper. This procedure is confirmed by methodological recommendations for document management. In particular, Methodological recommendations for the development of instructions for office work, approved by order of the Federal Archive of December 23, 2009 No. 76 (for the text, see below).
Employment contract.
The situation with an employment contract is slightly different, since it is no longer a unilateral administrative document on the part of the employer. This is a bilateral agreement (Article 56 of the Labor Code of the Russian Federation). The agreement comes into force only from the moment it is signed by both parties. That is, in this case, it is quite acceptable to first sign an agreement with the employee, and only then with the director. At the same time, independently assess the likelihood that the director will refuse to sign the agreement or want to change its individual terms. If an employee goes to work without a signed contract, then it will no longer be possible to refuse further employment, since the employee was actually allowed to work and was familiar with the conditions of employment for this job. If the employee has not yet returned to work, and the director refuses to sign the contract, then the employee will have to inform him of the refusal to hire or renegotiate the terms of employment, if suddenly the director is not satisfied with its individual clauses.
Details in the materials of the Personnel System:
Appendices to the Methodological Recommendations for the Development of Instructions for Office Work in Federal Executive Bodies
APPROVED
by order of Rosarkhiv dated December 23, 2009 No. 76
Does not require state registration (letter of the Ministry of Justice of Russia dated April 26, 2010 No. 01/6756-DK)
Interesting information about the power of attorney to sign personnel documents is posted here.
Appendix No. 15
to clause 3.3.5.2.
Preparation and execution of orders (instructions)
….
Draft orders (instructions) and annexes to them are endorsed by the executor and the head of the unit who submitted the project, the heads of the units who are given instructions in the project, as well as the head of the Office Management and Legal Service. Objections to the draft order (instruction) arising during approval are set out in a certificate attached to the draft.
If, during the approval process, fundamental changes are made to the draft order, then it is subject to re-registration and re-approval.
Draft orders (instructions) submitted to the manager for signature are endorsed by the deputy heads in accordance with the distribution of responsibilities.
Draft orders (instructions) are printed on order forms in the established form and are submitted for signature, if necessary, with a certificate containing a brief summary of the essence of the issue, the rationale for the proposed solutions, as well as information on the basis on which the project was prepared and with whom it was agreed upon. The date of the order is the date of its signing.
Orders are registered in the Office Management Service in numerical order within the calendar year; orders for core activities, personnel and instructions are registered separately.
Copies of orders (instructions) on paper Records management service
certified with the seal of the Office Management Service and sent to recipients in accordance with the mailing index, which is drawn up and signed by the contractor. A copy must also be sent to the executor and to the Office Management Service.
Details Category: Hired work
Do you remember how your position is designated in your employment contract ? Are you familiar with your own job description and internal rules of your company? Do you know when your contract ends? Each of these points can play a significant role in a labor dispute.
Let's try to figure out how to read what is written correctly and what you definitely shouldn't sign.
Let us note right away: an employment contract must exist in principle - according to the law, it is signed no later than three days after the actual start of work, and in 2 copies. “If the employer does not want to sign an employment contract with you , ask to explain in writing the reason for the refusal,” advises legal consultant on labor law Galina Demina. “Sometimes this requirement alone is enough for a contract to be drawn up with you.”
Before you sign an employment contract , carefully study all its clauses: it may contain conditions that were not discussed with you at the interview. You have every right to disagree with them and ask to change the wording, but this must be done before signing the contract.
How to draw up an employment contract correctly
The employment contract must indicate your name and the name of the company, the place and date of conclusion of the contract, the start date of work, as well as your passport details, employer’s tax identification number and information about the company representative who will sign the contract. Ideally, the document should be signed by one of the company's top officials, for example, the general director. If your contract has another person's signature, make sure that person has the authority to certify such documents.
Check whether the place of your future work is indicated correctly in the employment contract . If you are hired to work in a specific branch of the company, the contract must indicate its specific location.
Also, the employment contract should indicate not only your position, but also your functional responsibilities: what exactly you must do. Approach this point very carefully: it should not contain general phrases about anything. “If some function remains unclear to you, ask to change the wording before signing the employment contract,” advises Galina Demina. “Phrases like “an employee is obliged to follow the orders of the manager and administration” are especially dangerous.” By signing this, in the future you risk being fired “for failure to fulfill official duties,” for example, because you failed to cope with the annual financial report, although in fact you are a secretary.”
Bonus system
If you verbally agreed on a salary of 30 thousand rubles, but saw only 3 thousand in the contract, then, of course, you should not sign such a document. Don’t expect that your “real” salary will be remembered when they pay you vacation pay, sick leave, or redundancy compensation.
Ideally, the employment contract should indicate not only your actual salary, but also all bonuses, allowances and bonuses that you agreed on at the interview, as well as the conditions for receiving them.
Inner order rules
Before signing an employment contract, you must be familiarized with the internal rules.
Probationary period when hiring
A probationary period of up to 3 months is a common practice of modern recruiters, which in the end is not so bad: during this time you will be able to show yourself and see others. However, if you are applying for a very responsible position, for example, a general director or chief accountant, the probationary period can be extended to six months. The main thing is that everything is clearly stated in the contract. If the documents don’t say anything about this, it means you were hired without any safety nets. Then don’t expect your salary to be raised after 3 months. Nobody promised you this.
Employer Tricks
If your new job involves training at the expense of the employer, carefully read what is said in the employment contract about possible reimbursement of expenses. “Usually the contract specifies how long you will have to work for the company after completing your training. And if you quit early, you will have to reimburse the employer’s money,” says Elena Demina. “But many cunning bosses usually hide the fact that you are obliged to return not all the money, but only part of it. If there is no such clarification in the contract, it is better to play it safe and ask for it to be included.”
The employer is obliged!
You are required to conclude an employment contract, even if:
- you do not have registration at your place of residence. Lack of registration is not a basis for refusal to conclude an employment contract . Refer to Article 64 of the Labor Code;
-You are pregnant. Refusing pregnant women to enter into an employment contract is illegal, and you are not required to notify your future employer of your situation in advance;
-you were invited to the company as a transfer from another employer. If you have a written invitation to work, you are required to conclude an employment contract .
Who has the right to sign primary accounting documents
With the exception of the head of the company, there are a number of persons who have the authority to draw up papers. These individuals are identified using:
- the charter of the company, that is, the accounting policy establishes all persons who can sign and execute the primary document;
- job descriptions;
- special order;
- powers of attorney.
Important! Access can even be granted to an outsider. An important point will be its full design.
What are primary accounting documents
An accounting option is a fixed act of completing a business transaction that is carried out in an organization. Accounting in this case is expressed by the fact that such data is required for full accounting, both accounting and tax. It turns out that accounting documents include all completed and signed forms.
Who in the organization has the right to sign primary documents
Previously, the opportunity was available to two persons in the form of the manager and the chief accountant, but after changes in legislation, by default only the manager has it. Additionally, it is vested in authorized persons. They can be authorized both by order and by job description.
Formation of a list of persons authorized to sign
The formation of a list of persons who have the opportunity to sign documentation is carried out by the manager and chief accountant.
Any financial paperwork must be completed by these individuals, as well as their deputies, if they were included in the list. According to current standards, all signatures of responsible persons must be recorded and transferred to the required institutions, for example, to a bank.
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An important point will be the formation of the list already at the stage of creating the organization, that is, the information is written down in the charter.
Who approves the list of persons
The list of persons is approved directly by the manager. But approval is required from the chief accountant. In the absence of these persons, approval can be transferred by means of a special order to the responsible person.
Do I need a power of attorney?
Most often, it is used when a manager is absent for a long time or a person outside the organization is brought into the management body. The maximum validity period is three years.
Who signs during liquidation?
In normal situations, the signature belongs to the director, but this point is irrelevant in case of liquidation. From the moment the powers were transferred to the person who is the liquidator, the responsibility belongs to him, that is, after this procedure, the director’s signature will be considered invalid.
This is due to the fact that the liquidator receives the entire package of obligations during the liquidation of the organization.
Is it possible for a non-employee of the organization
A report is most often issued for an employee of an organization if this point is not taken into account in other documents, for example, in a job description. If the citizen is not an employee of the organization or is outside the state, then you will need to issue a power of attorney, agreed upon with the manager and bearing the seal of the enterprise.
There are no legislative restrictions on transferring responsibilities to other persons, that is, anyone can be given the opportunity to sign papers.
Who can sign for an individual entrepreneur
Cashiers who have this ability according to their job description can sign cash forms. All other documentation must be signed directly by the individual entrepreneur. Otherwise, he will be held accountable, since the transfer of the painting from an individual entrepreneur is not legally established.
The right of first signature: what is it and who belongs to it
In the course of the activities of even the smallest company, there is a need to prepare documents and submit them to government agencies, financial, commercial and other structures. Despite the fact that more than 5 years ago the right of first and second signature was abolished, in order to certify the authenticity of documentation and the orders contained therein, it is still necessary to appoint persons who will certify it. They will be held accountable to the law in case of violations.
The concept and explanation of what the right of first signature is is presented in:
- Civil Code of the Russian Federation;
- Federal Law of 02/08/1998 No. 14-FZ on LLC;
- Federal Law of December 6, 2011 No. 402-FZ on accounting;
- Order of the Ministry of Finance of Russia dated July 29, 1998 No. 34n;
- other regulations.
According to general rules, the right of first signature belongs to the manager (director) - appointed or elected. No orders or instructions from the owners of the organization are needed to transfer powers to him. But if for some reason the chief accountant or another person has the right of first signature, this point should already be documented.
IMPORTANT!
Until 2013, the law prohibited transferring the right of first signature in a bank to the chief accountant or another employee; all payment orders went through the manager. Now this ban has been lifted, and it does not matter who certifies what. Such powers can be transferred to any citizens working in the company or for the company.
How to certify the right to sign primary documents by order or power of attorney
Certification by special order or power of attorney is used in various cases. The act is used for full-time employees. The second option can be used for any person, but most often the trustee is chosen from outside the state.
In this case, the leader himself determines how to empower a person, but the order cannot be used for unauthorized persons.
When externally corporate events are required, a power of attorney is required.
Order for the right to sign primary documents
Which documents require signature authentication?
The lawyer checks the authenticity of signatures affixed by citizens to:
- marriage contracts;
- notarized translation;
- annuity and lifelong maintenance agreement;
- powers of attorney;
- documents confirming the citizen’s right to inheritance;
- a contract for the sale and purchase of property owned by a person on the basis of shared ownership;
- LLC registration papers;
- permission to travel outside the Russian Federation for children under 16 years of age
Important! One of the conditions of any transaction may be the requirement that the signatures of the persons making it be certified by a lawyer. There are no obstacles to this. For example, to receive a number of services provided by various electronic payment systems (wallet registration and confirmation), you need to send an application by mail, the authenticity of the signature on which must be verified by a notary, sealed with his own seal.
The signature is certified by a specialist only if the request comes from the person himself or from an official authority. Many transactions carried out on completely legal grounds are carried out without contacting a notary. Certification of a signature is a kind of insurance. If it is verified, then any attempts by one of the parties to refuse the transaction will be considered as possible fraud.
Requirements for drawing up a sample power of attorney for the right to sign primary documents
The power of attorney has a number of mandatory items that must be completed. The basic structure of a power of attorney is standard, that is, all persons and their details must be specified. Additionally, notarization will be required.
Another important point will be complete information about the organization, that is, the details are entered.
Important! The power of attorney clearly states all delegated responsibilities. There should be no vague or ambiguous wording. You also need to set an expiration date. It should not exceed three years.
What to write in the order
In addition to filling out all the necessary data and authenticating the form, you will need to register the legislative framework in the form of Federal Law No. 402, as well as the desired phrase “to comply with legal norms.”
The order specifies all the duties and types of papers for which the employee has opportunities.
Sample order on the right to sign primary documents
Sample order on the right to sign primary documents
Sample order for the right to sign financial documents
Sample order on the right to sign invoices
Sample order on the right to sign invoices
Sample order for the right to sign the chief accountant
How does the signature certification procedure work and the required documents?
Before affixing the signature and seal of a lawyer on a document handed to him, he is obliged to identify the identity of the citizen who needs it.
The notary makes sure that the person who signed the paper is in front of him. And for this, it is not enough to appear in person at the notary’s office; individuals and legal entities will have to submit documents confirming their status, as well as pay a state fee and the services of a specific specialist. The notary has the right to demand from the person seeking his help:
- providing original documents proving the identity or the right to represent the interests of a particular citizen or company;
- indicating the full name of the company and a clear reflection of the essence of the document, provided that the applicant requires certification of corporate papers;
- affixing the seal of the organization that issued a specific document, as well as the signatures of all persons responsible for its execution.
If all the documents are presented and the notary does not have any suspicions regarding their authenticity and correctness of execution, then the time spent in the notary’s office does not exceed 20-30 minutes. This time is enough for the applicant to sign the document and have it examined by a notary.
Individual
If an individual needs to verify the authenticity of a painting, then the only thing that is required of him is the document on which it is affixed and an identity card, preferably a passport. To certify the signature placed on paper by an individual entrepreneur, the following is required:
- passport of an individual;
- TIN in original;
- original OGRNIP;
- extract from the Unified State Register of Individual Entrepreneurs.
If an individual entrepreneur uses the services of an accountant on staff, then the lawyer is obliged to make sure that his signature is present on the documents. It may also need to be certified, like the signatures of other authorized persons. If the verification is carried out through an intermediary, then the citizen requesting the procedure is required to present a power of attorney. It is needed to confirm his right to represent the interests of a particular person.
How to place an order
First of all, a standard form is drawn up. Next you will need to specify a number of points:
- company data;
- data of the persons who draw up the paper;
- information about employees who received new obligations;
- justification of the reason and the existence of a basis;
- a list of documentation that became available to the specified employees;
- printing and dating.
Filling out is standard, but you will need to accurately indicate the list of employees and the opportunity provided to them.
Double attention to personnel documents
Let's consider the rules for transferring the right of signature on personnel documents to the manager. These relations are already regulated by the Labor Code, which, while directly providing for the very possibility of delegating the right to sign, unfortunately, does not contain provisions regulating the procedure for such transfer. It is unclear what documents need to be drawn up to grant the right to sign, nor how exactly to draw them up.
Article 20 of the Labor Code of the Russian Federation states that the rights and obligations of the employer in labor relations can be exercised, including by authorized persons of the employer. It is noted that the powers of such persons are formalized in the manner established by the constituent documents of the organization and local regulations. We also find mention of the transfer of signature rights in Art. 57 of the Labor Code of the Russian Federation, which states that one of the mandatory conditions of an employment contract is information about the employer’s representative who signed the employment contract, and the basis on which he is vested with the appropriate powers.
Thus, from the specified norms of the Labor Code of the Russian Federation, the following conclusions can be drawn. Firstly, the manager can delegate the right to sign personnel documents, including employment contracts. Secondly, the procedure for registering powers must be recorded in the constituent documents and local regulations. And thirdly, the powers of the person authorized to sign must be confirmed by a special document.
We find a little more specificity in paragraph 12 of the resolution of the Plenum of the Supreme Court of the Russian Federation dated March 17, 2004 No. 2 “On the application by the courts of the Russian Federation of the Labor Code of the Russian Federation.” It clarifies that the representative of the employer is a person who, in accordance with the constituent documents of the organization or local regulations or by virtue of an employment contract concluded with this person, is endowed with the appropriate powers. That is, it turns out that the basis document giving the right to put your signature on personnel documents can also be an employment contract.
Thus, to transfer the right to sign personnel documents you need:
- provide for the transfer procedure in the company’s constituent documents or in a local act of the organization (for example, an order or regulation);
- include an indication of this authority in the employment contract with the authorized person.
Do you need a power of attorney to sign personnel documents? We will not find a direct answer to this question in the legislation. Formally, there are no grounds for issuing a power of attorney to affix signatures in personnel documents. After all, in the Labor Code of the Russian Federation there is not a word about a power of attorney. But it is impossible to apply the provisions of the Civil Code of the Russian Federation by analogy, since by virtue of Art. 5 of the Labor Code of the Russian Federation The Civil Code is not included in the list of regulations governing labor relations.
Studying the forms of primary accounting documentation for recording labor and its payment will not help in answering this question. For example, in the Instructions for the use and completion of forms of primary accounting documentation for the accounting of labor and its payment (approved by Resolution of the State Statistics Committee of Russia dated January 5, 2004 No. 1), when describing the procedure for issuing an order for employment (Form No. T-1), it is directly stated that an authorized person has the right to endorse it. But at the same time, neither in the form itself, nor in the Instructions for filling it out, there is either a special field to reflect the details of the power of attorney, or a hint of how the powers of such a person are formalized.
What conclusion can be drawn from all this? Executing a power of attorney in simple written form does not take much time and does not require the company to expend any significant resources. This means that in order to fully protect yourself from possible claims, we recommend that, in addition to the order and clause in the employment contract, you also issue a power of attorney for the right to sign personnel documentation on behalf of the organization.
In this case, the power of attorney is drawn up according to the rules of the Civil Code of the Russian Federation. After all, in principle, no other procedure for registering a power of attorney is established by law. An authorized person, when signing personnel documents, represents the interests of the employing organization. And legislative regulation of the issue of representing the interests of a legal entity before third parties is provided only by the norms of the Civil Code of the Russian Federation.
How to revoke signature rights
Revocation is carried out in two ways.
In the first case, the power of attorney expires, which means automatic cancellation. In the second option, you will need to issue an order that cancels the previous one. The order must contain all the data of the previous one and the date of cancellation. The responsible person must be notified and familiarized with the paper. If the power of attorney has not yet expired, then it will also need to be canceled. Firms registered on letterhead must be canceled by the manager using an administrative act. If the power of attorney was certified by a notary, then the cancellation of the action must take place with him.
If necessary, the organization may be assigned certain responsibilities. The manager and a number of persons who have the appropriate clearance have the opportunity to sign documentation. Additionally, this right is granted with the help of a special order or power of attorney if it is necessary to involve an outsider or transactions outside the company are required.
Three rules for a power of attorney
The general rules for drawing up a power of attorney are contained in Art. 185.1 of the Civil Code of the Russian Federation and are universal - they are used both for powers of attorney issued under the Civil Code of the Russian Federation and the Tax Code of the Russian Federation, and when drawing up powers of attorney for signing personnel and accounting documentation.
Rule one
A power of attorney on behalf of an organization is issued in simple written form, that is, as we have already said, it does not require certification from a notary. However, there are exceptions: a company needs to contact a notary if a power of attorney is issued to complete a transaction that requires notarization, or to sign various documents related to registered real estate.
Rule two
The form of power of attorney has not been approved at the legislative level. Therefore, if necessary, the company itself can develop samples of powers of attorney used or each time draw up this document in any form. Please note: power of attorney samples developed “for yourself” do not need to be approved by any internal administrative document, since a power of attorney is not a primary accounting document (after all, it does not formalize any business transactions in itself, but only gives the right to a specific person to sign one or another document).
Rule three
The power of attorney must indicate the date of issue and affix the signature of the head of the organization (clause 4 of article 185.1 and clause 1 of article 186 of the Civil Code of the Russian Federation). In addition, the power of attorney must indicate the details of the grantor organization (organizational and legal form, name, OGRN and TIN) and the authorized person (full last name, first name and patronymic, date and place of birth, place of residence, as well as passport data - series, number , date of issue, name and number of the unit that issued the document). The power of attorney also states the essence of the powers transferred under the power of attorney (concluding transactions, signing and submitting tax reports, etc.).
Please note that neither the term of the power of attorney, nor the sample signature of the authorized person, nor the reasons for the transfer of authority are mandatory details. Therefore, the power of attorney will be valid even without this data. And vice versa, their inclusion in the text of the power of attorney will not make it invalid at all. Therefore, if a company considers it necessary to indicate some additional information in the text of the power of attorney, it can safely do so without compromising the legal significance of the document.
A power of attorney that does not specify a validity period remains valid for one year from the date of issue. If it is necessary to issue a power of attorney for a different period (longer or shorter), it must be directly included in the text of the power of attorney. At the same time, the legislation does not establish any restrictions (minimum or maximum) on the period for which a power of attorney is issued. The only thing you need to remember: a deadline cannot be set by indicating an event that may not occur (clause 4 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated January 11, 2002 No. 66). Simply put, it is impossible to issue a power of attorney with a period “until the signing of the purchase and sale agreement,” since the occurrence of this event depends on the will of the parties to the agreement, which means it may not happen.
