Trusted property management. Contract of trust management of property. Contract of trust management of hereditary property

29.11.2019

Yu.V. Kapanina, certified tax consultant

Trust management real estate

How can a manager take into account transactions related to the execution of a trust management agreement

Let's consider such a situation. The company bought the building shopping center to rent it out. But for some reason she doesn't want to do it. Then she can transfer the acquired building for a certain period to trust management by concluding an agreement with another organization (or individual entrepreneur) paragraph 1 of Art. 1015 of the Civil Code of the Russian Federation. In this case, the company will be the founder of the management, retaining the ownership of the property paragraph 4 of Art. 209 of the Civil Code of the Russian Federation.

At the same time, the other party - the trustee - will manage the received property for a fee in the interests of the founder of the management (or the beneficiary indicated by him) paragraph 1 of Art. 1012, art. 1013, art. 1023 of the Civil Code of the Russian Federation.

Accounting and tax accounting for the participants in the trust management agreement (both those using DOS and special regimes) has its own characteristics. And we will help you get into them. Let's start with general rules document flow and accounting with the trustee.

Document flow nuances

First, let's look at documenting trust management.

We document the transfer of property

TELLING THE MANAGER

If a the trust management agreement will be recognized as not concluded or invalid(for example, if state registration has not been completed), then the company may have problems accounting for income and recognizing expenses under such an agreement in tax accounting. VAT deductions may also be at risk.

The transfer of real estate to trust management is executed by analogy with its sale and paragraph 2 of Art. 1017 of the Civil Code of the Russian Federation:

the contract must be drawn up in the form of a single document and Art. 550 of the Civil Code of the Russian Federation;
the transfer of real estate is subject to state registration and Art. 4 Law No. 122-FZ of July 21, 1997.

Without this, the trust management agreement will be invalid. paragraph 3 of Art. 1017 of the Civil Code of the Russian Federation.

In addition, in order for the contract to be considered concluded, it must necessarily define Art. 1016 of the Civil Code of the Russian Federation:

compound transferred property;
name of the founder of the management (or beneficiary);
amount and form of manager's remuneration.

If the trustee performs his duties free of charge, then such a provision must also be indicated in the contract;

term of the contract (no more than 5 years) paragraph 2 of Art. 1016 of the Civil Code of the Russian Federation.

The founder of the management transfers his property according to the act of acceptance and transfer. If there is property in the building (for example, furniture), then it must also be indicated in the act (or you can draw up a separate inventory of such property, which is attached to the act).

For cash settlements related to trust management, you need to open a separate bank account paragraph 1 of Art. 1018 of the Civil Code of the Russian Federation.

This is done in order to separate the property of the founder and manager. For example, if the founder of the management is declared bankrupt, the collection of debts can be levied on his property transferred to trust management. paragraph 2 of Art. 1018 of the Civil Code of the Russian Federation. And in the absence of a separate account, it will be problematic for the manager to prove how much money is his and which is the founder.

We draw up documents during the execution of the contract

Transactions with the property transferred for management are made by the trustee on his own behalf and paragraph 3 of Art. 1012 of the Civil Code of the Russian Federation. But he must warn all counterparties that he is acting as a manager in the interests of the principal. To do this, in all written documents (including primary documents), after the name or title, you need to make a note “D. U." For example, like this: “Contractor: Northern Lights LLC, D.W.”. Otherwise, it is considered that the manager acts in his personal interests and is responsible to third parties only for his own property. paragraph 3 of Art. 1012 of the Civil Code of the Russian Federation.

In addition, within the terms established by the agreement, the manager must report to the founder (beneficiary) on his activities and paragraph 4 of Art. 1020 of the Civil Code of the Russian Federation. The report of the manager is the primary document for the purposes of accounting and tax accounting for all parties to the agreement and, in addition to the mandatory details in Part 2 Art. 9 of the Law of 06.12.2011 No. 402-FZ, should contain information:

on transactions made by the trustee and other actions with the object;
on the amount of income received for the reporting period;
on the amount of expenses associated with property management;
about any changes in the composition of the property (for example, about the loss or damage to property);
about the manager's remuneration.

By the way, you need to submit the report within such a time frame that the founder (beneficiary) has time to prepare and submit the income tax return on time Letters of the Ministry of Finance dated 13.01.2011 No. 03-03-06 / 1/7; Federal Tax Service for Moscow dated March 22, 2011 No. 16-15 / [email protected] .

If, under the terms of the agreement, the manager is entitled to reimbursement of expenses for trust management Art. 1023 of the Civil Code of the Russian Federation, he needs to document them, otherwise the founder may refuse to compensate him Decree 7 of the AAC dated September 14, 2015 No. 07AP-9144/2014(they can be offset by income received from property management, or paid directly by the founder).

Please note that when the founder reimburses expenses to the manager, he will need copies of primary documents to document such expenses for profit tax purposes (the originals of the primary documents are with the manager). Therefore, the manager can attach these copies to the submitted report.

accounting

The property transferred to trust management, the manager should reflect on separate balance sheet(technically, this can be done, for example, in a separate accounting database) and keep independent records on it paragraph 1 of Art. 1018 of the Civil Code of the Russian Federation; clause 2 of the Directives, approved. Order of the Ministry of Finance dated November 28, 2001 No. 97n (hereinafter referred to as the Instructions). It turns out that the manager will have to keep "two accounts": his own and separate.

The manager reflects the receipt of property in trust management and settlements with the founder of the management on account 79, sub-account "Settlements under the agreement on trust management of property m" paragraph 2 of the Instructions.

Separate accounting

Such accounting allows the manager to account for trust management transactions separately from transactions with own property.

When maintaining it, the manager must comply with the accounting policy of the founder (a copy of it can be transferred along with the act of acceptance and transfer of property a) clause 11 of the Instructions. For example, depreciation on a fixed asset held in trust should be charged in the same way and within the same useful life that was accepted by the settlor clause 12 of the Directives. In this case, the received property is accounted for at the cost listed in the founder’s accounting as of the date the trust management agreement enters into force. clause 12 of the Directives.

Simply put, during the period of property management, the manager in separate accounting makes the same entries that the founder would have made if he had not transferred his property for management.

Based on the results of the reporting period, the manager, within the terms established by the agreement, submits to the founder (beneficiary) data on assets, liabilities, income and expenses received in the course of the implementation of the agreement - in the form of a report of the manager and financial statements marked “D. U." clause 15 of the Directives. Reporting on trust management is compiled according to the same forms that the founder must submit. After all, the founder will add its data to its main reporting by adding similar indicators.

In addition, the manager must draw up a separate balance sheet as of the date of termination of the trust management agreement. clause 15 of the Directives.

Note also that this tax reporting does not give up.

By the way, the founder may well require that he be presented with accounts verified by auditors, only such a condition should be provided for in the contract. Decree 14 of the AAC dated 06/22/2015 No. A44-7487 / 2014.

Own accounting

In his own accounting and reporting, the manager reflects the remuneration due to him and his expenses, which are not reimbursed to him under the terms of the contract. pp. 16 , 17 Directions.

According to the Instructions, the manager must also reflect in his own accounting those costs that are compensated by the founder. In this case, the amount of compensation must be taken into account in income (Kt account 90 "Sales and") clause 16 of the Directives. However, it is incorrect to reflect reimbursable expenses as part of the manager's revenue. Since such compensation does not correspond to the concept of income given in clause 2 of PBU 9/99. Moreover, in its economic essence reimbursable expenses are close to the receipt and disposal of assets from an intermediary (agent, commission agent) under intermediary agreements. And such operations are not recognized in the accounting of the intermediary as either income or expenses, and clause 3 PBU 9/99; clause 3 PBU 10/99.

VAT

If the trustee applies the DST, then the amounts of remuneration received for the provision of property management services are subject to VAT in the usual manner. paragraph 1 of Art. 146 Tax Code of the Russian Federation.

True, the story with VAT does not end there. And the manager has the following VAT questions.

Who pays VAT on trust management?

The VAT payer in the provision of services for renting a shopping center building under a trust management agreement is the manager paragraph 1 of Art. 174.1 of the Tax Code of the Russian Federation. Moreover, no exceptions have been made even for special regime managers in paragraph 3 of Art. 346.1, paras. 2, 3 art. 346.11, sub. 3 paragraph 11 of Art. 346.43 of the Tax Code of the Russian Federation. Also, for VAT purposes, it does not matter whether the founder of the management is a VAT payer or not. Letter of the Ministry of Finance dated 03/02/2011 No. 03-07-11 / 38; Decree 19 AAC of 05.11.2015 No. 19AP-5712/2015.

Attention

For activities under a trust management agreement, imputation and the patent system of taxation cannot be applied clause 2.1 of Art. 346.26, paragraph 6 of Art. 346.43 of the Tax Code of the Russian Federation.

In this regard, the manager must, when providing rental services, issue invoices to tenants on his own behalf marked “D. U." in the line "Seller" paragraph 2 of Art. 174.1 of the Tax Code of the Russian Federation; paragraph 3 of Art. 1012 of the Civil Code of the Russian Federation; Letter of the Ministry of Finance dated 03.06.2009 No. 03-07-09/29. In addition, in such invoices, the serial number must be supplemented through the “/” sign with a digital index par. 4 sub. "a" clause 1 of the Rules for filling out an invoice, approved. Decree of the Government of December 26, 2011 No. 1137. This index indicates the performance of a transaction in accordance with a specific trust management agreement, and this index is approved by the trustee himself.

What about input VAT deductions?

Since the manager is a VAT payer, he has the full right, on the basis of invoices issued to him, to deduct input VAT on property, works, services acquired under trust management. paragraph 3 of Art. 174.1 of the Tax Code of the Russian Federation. If, in addition to managing the property of the founder, the trustee conducts other activities, then in order to use the deduction, he needs to organize separate accounting for goods (works, services) used within the framework of trust management and in other activities. paragraph 3 of Art. 174.1 of the Tax Code of the Russian Federation; Decree of AS UO dated 10/16/2015 No. F09-7428 / 15.

How to fill in registers and VAT declaration?

Attention

Marked "D. U." do not appear on the title page of the tax return.

For trustees, there is no special procedure for maintaining a book of purchases and sales, therefore invoices related to both trust management and other activities are reflected there. Simply put, there is no need to create separate books for trust management activities.

The manager includes the final indicators of the books of purchases and sales in a single VAT declaration; there is also no separate special declaration for trustees. A declaration is submitted to the inspection at the place of registration paragraph 5 of Art. 174 Tax Code of the Russian Federation.

FROM AUTHENTIC SOURCES

Counselor of the State Civil Service of the Russian Federation, 2nd class

“ The trustee performs the duties of a VAT taxpayer, and he is obliged to submit a declaration that reflects all business transactions within the framework of both his main activity and trust management Art. 174.1 of the Tax Code of the Russian Federation. Therefore, for the purposes of paying VAT, the account from which the funds are transferred does not matter. Thus, the trustee can pay all VAT (own and calculated under the trust management agreement) from his current account a” .

Property tax

Despite the fact that the property transferred to trust management is accounted for on a separate balance sheet of the manager, it is not subject to property tax on him. Art. 378 Tax Code of the Russian Federation.

income tax

As in accounting, the manager must keep records of income and expenses under the trust management agreement separately from his own income / expenses in Art. 332 of the Tax Code of the Russian Federation.

All participants in a trust management agreement are required to determine income and expenses only on an accrual basis when calculating income tax. par. 2 p. 4 art. 273 Tax Code of the Russian Federation. If prior to the conclusion of such an agreement, the cash basis was used, then all income and expenses must be recalculated according to the rules of the accrual method from the beginning of the year in which the agreement was concluded.

Own accounting

Upon receipt of property in trust management, taxable income does not arise for the manager paragraph 1 of Art. 276 Tax Code of the Russian Federation. He includes only the amount of his remuneration in income from sales. paragraph 1 of Art. 276, articles 271, 332 of the RF Tax Code.

If, under the terms of the agreement, the founder does not reimburse the manager for the costs associated with management, then the latter can take into account such costs in his own tax accounting. paragraph 1 of Art. 276 Tax Code of the Russian Federation.

Separate accounting

The manager must determine on a monthly basis the income and expenses associated with the execution of the trust management agreement in the usual manner paragraph 1 of Art. 276 Tax Code of the Russian Federation. These expenses include:

expenses reimbursed by the founder;
depreciation of property in trust management and Letter of the Ministry of Finance dated 06/22/2010 No. 03-03-06 / 1/424; Decree of the FAS VSO dated 21.07.2014 No. A78-7040 / 2013;
manager's remuneration Letter of the Ministry of Finance dated November 10, 2014 No. 03-03-06/1/56584.

A trustee in separate accounting should be guided by the tax accounting policy of the founder of the management (ask the founder to provide you with a copy of it). Here's what it points to.

Firstly, the Tax Code says that after the return, the property is included with the founder in the same depreciation group and depreciated in the same manner as before the start of the trust management agreement. And the depreciation accrued during the term of the contract is taken into account when determining the residual value of the property Art. 332 of the Tax Code of the Russian Federation. This suggests that the manager must calculate tax depreciation in the same manner as the founder.

Secondly, the founder determines his tax base for income tax on the basis of information on income and expenses received in the performance of the trust management agreement, from the report of the trustee paragraph 1 of Art. 276, art. 332 of the Tax Code of the Russian Federation.

By the way, the trustee cannot form the tax base, file a declaration and pay income tax for the founder of the management.

True, there is an exception to this rule. If the founder is foreign organization, which does not have a permanent establishment in the Russian Federation, then the trustee, as a tax agent, is obliged to calculate, withhold income tax on the income of the founder received under the trust management agreement, and pay it to the budget, taking into account the rules and norms of international treaties in paragraph 6 of Art. 309, paragraph 1 of Art. 312, Art. 7 Tax Code of the Russian Federation. In addition, the manager will still need to submit to the inspectorate a tax calculation (information) on the amounts of income paid and taxes withheld in approved Order of the Federal Tax Service of 02.03.2016 No. ММВ-7-3/ [email protected]; paragraph 4 of Art. 310 Tax Code of the Russian Federation.

Example. Accounting with a trustee under a trust management agreement

/ condition / The owner (management founder), under a trust management agreement, transferred the building to the company (manager) for subsequent leasing for 3 years. The initial cost of the building on the date of entry into force of the contract is 56,760,000 rubles, the accumulated depreciation is 645,000 rubles. (monthly - 215,000 rubles).

Under the terms of the agreement, the manager transfers the income to the founder, minus his remuneration and the amount of reimbursable expenses. Manager's remuneration - 8% of the amount of income (excluding VAT).

Suppose, for the first month of the lease, the manager received the following results:

rent - 3,540,000 rubles. (including VAT 540,000 rubles);
reimbursable costs associated with management - 285,000 rubles. (in addition, VAT 51,300 rubles).

According to the founder's accounting policy:

depreciation for the building is accounted for on account 20 "Main production";
rental income and expenses are income and expenses from ordinary activities.

The manager pays VAT calculated under the trust management agreement to the budget from a special current account.

/ solution / In a separate account the manager needs to make the following postings.

Contents of operation	Dt	CT	Amount, rub.
On the date of transfer of property
Building received in trust management	01 "Fixed assets"	79 "Intra-economic settlements", sub-account "Settlements under the contract of trust management of property"	56 760 000
Reflected the amount of accrued depreciation for the received building			645 000
During the period of trust management
Building depreciation charged	20 "Main production"	02 "Depreciation of fixed assets"	215 000
Recorded income from the rental of property		90 "Sales", sub-account 1 "Revenue"	3 540 000
VAT charged on rent	90, sub-account 3 "VAT"	68 "Calculations on taxes and fees", subaccount "VAT"	540 000
Rent received	51 "Settlement accounts", sub-account "Trust management"	62 "Settlements with buyers and customers"	3 540 000
The costs associated with trust management and reimbursed by the founder are reflected	20 "Main production"		285 000
The amount of VAT on expenses is taken into account	19 "VAT"	60 "Settlements with suppliers and contractors"	51 300
VAT accepted by the manager for deduction	68, sub-account "VAT"	19 "VAT"	51 300
Payments made to suppliers (285,000 rubles + 51,300 rubles)	60 "Settlements with suppliers and contractors"		336 300
Reflected the remuneration of the trustee ((3,540,000 rubles - 540,000 rubles) x 8%)	20 "Main production"	76 "Settlements with various debtors and creditors", sub-account "Settlements with the manager"	240 000
Accounted for VAT accrued on remuneration (240,000 rubles x 18%)			43 200
Transferred to the founder accrued VAT*	79, sub-account "Settlements under the contract of trust management of property"	19 "VAT", sub-account "Manager's remuneration"	43 200
* VAT from the amount of remuneration the trustee cannot deduct from Letter of the Ministry of Finance of July 23, 2012 No. 03-07-11/167. The founder will take it for deduction
Expenses written off (215,000 rubles + 285,000 rubles + 240,000 rubles)	90, sub-account 2 "Cost of sales"	20 "Main production"	740 000
The profit received within the framework of trust management is determined (3,540,000 rubles - 540,000 rubles - 740,000 rubles)	90, sub-account 9 "Profit / loss from sales"	99 "Profit and Loss"	2 260 000
Transferred financial results the founder of the department	99 "Profit and Loss"	79, sub-account "Settlements under the contract of trust management of property"	2 260 000
Transferred profit to the founder of the management	79, sub-account "Settlements under the contract of trust management of property"	51, sub-account "Trust management"	2 260 000
Transferred remuneration to the manager from a special account to the account of the manager (240,000 rubles + 43,200 rubles)	76, sub-account "Settlements with the manager"	51, sub-account "Trust management"	283 200
Transferred VAT to the budget (540,000 rubles - 51,300 rubles)	68, sub-account "VAT"	51, sub-account "Trust management"	488 700
At the date of termination of the contract
Reflected the return of the building to the founder of the management	79, sub-account "Settlements under the contract of trust management of property"	01 "Fixed assets"	56 760 000
Amounts of accrued depreciation reflected (645,000 rubles + (215,000 rubles x 36 months))	02 "Depreciation of fixed assets"	79, sub-account "Settlements under the contract of trust management of property"	8 385 000
In addition, the manager returns to the founder the balance of money on the current account: Dt account 79, sub-account "Settlements under the contract of trust management of property", - Kt account 51, sub-account "Trust management". Then he closes the sub-account “Settlements under the agreement on trust management of property”: Dt account 99 “Profit and loss” - Kt account 79, sub-account “Settlements under the agreement on trust management of property”

In own account manager should make such records.

In tax accounting manager says the following.

How to keep accounting and tax records for the founder of the management and the beneficiary - a third party, we will tell:,.

21May

Hello! In this article we will talk about trust management.

Today you will learn:

What can be transferred to trust management;
How to open a trust management agreement;
How to choose the right management company.

Trust management and its features

Today there are a huge number of intermediaries in various spheres of life. You can enter into an agreement with some company that will make a wholesale purchase for you or deliver goods to the addressee.

This is a common type of business that is gaining momentum. It is convenient not only for intermediaries, but also for the customers of the service themselves: you don’t need to delve into the essence of the issue, you can just pay money and make a deal on favorable terms.

Intermediaries may manage property in order to preserve it or increase assets. This is called trust management.

For example, you want to, but do not know how to do it. A qualified manager will cope with this task. This option is also suitable for busy people who have no time to deal with their own property: it is easier to transfer it to a third party for temporary disposal with some restrictions.

You can transfer money or other property as an individual (working as an individual entrepreneur) or. They must have a license to carry out such activities, otherwise you can lose part of your property or even contact scammers.

Participants in trust management can be individuals and entire organizations. In both cases, a contract is concluded, which specifies all the nuances of the transaction.

For their work, management companies charge a certain fee. Usually it is calculated as a percentage of the profit that was obtained during the limited disposal of property. Its size depends on the type of property transferred for management, the policy of the company itself and the profit received.

An important factor here is that these intermediaries do not give guarantees of profitability (hence the concept of “trust”). This important stipulation is contained in the legislation.

Intermediaries can disclose to you the profit received for the previous period of activity when interacting with other clients.

Typically, a trust management agreement is concluded for a period of not more than 5 years. If the parties, upon its completion, did not take the initiative to terminate the agreed conditions, then such an agreement is extended by default for a new period.

At the same time, the manager does not need a power of attorney to perform any actions with the transferred property. In order for the actions to be legal, it is enough to mark each document with the mark “D. U."

The procedure for interaction between the manager and the owner of any asset is regulated by the Civil Code of the Russian Federation. non-compliance legal regulations may result in punishment.

Trust management classification

The trust management service is gaining popularity: more and more people are transferring their own funds on favorable terms to intermediaries.

Depending on the object of the agreement, there is trust management:

cash. You transfer your own funds to a management company that builds capital over a certain period of time;
Securities. If you have a package of shares or bonds, the manager will help you profitably purchase and sell on;
real estate. buildings, structures, land plots or whole complexes;
assets. These are various inventories, vehicles and other property of enterprises;
property. For example, an organization may transfer its own equipment or copyrights to an intermediary.

Each type of property will have its own management company. Universal intermediaries involved in, for example, managing both money and real estate are extremely rare today.

If you need to transfer securities and equipment to your disposal, you will have to contact different companies. This division is due to the narrow specialization of most companies. They employ professionals in one area, whose knowledge is at a high level.

However, the management of cash and securities can be handled by the same company.

Trust management by the nature of the interaction between the manager and the client can be:

Complete. In this case, an agreement is concluded in which the owner completely transfers the initiative to the intermediary. The manager is responsible for all actions with assets. However, he does not guarantee a profit, and the losses incurred through his fault cannot be challenged in court. This is possible only if you prove the intention of his actions, which is practically impossible in practice, especially if you do not know the basics of this activity;
By agreement. The manager informs the client about favorable market conditions for making transactions with the transferred property. The owner, at his discretion, can give a positive or negative answer. In this case, the responsibility for the operations falls on the shoulders of the client. If the transaction turns out to be unprofitable, then the intermediary will not be to blame;
By order. The owner of the assets transferred for trust management, at his own discretion, transfers the action plan to the intermediary. In this case, the intermediary's right to manage is limited, he cannot independently make decisions on transactions with the managed object.

Full trust management is in great demand in our country. For the most part, this is due to financial illiteracy and unwillingness to delve into complex financial issues.

Trust money management

Transfer to trust management Money is not yet a guarantee of profit. In case of adverse events, you can generally lose the invested money. Usually, some guarantees of income or return of funds are stipulated in the contract.

The money management agreement may state that, as a result of the transaction, the client receives:

A certain guaranteed amount of invested funds as a percentage of the initial capital + profit. For example, in case of an unsuccessful development of events, only 70% of the capital will return to you, and in case of a successful transaction, you will take your own funds and 13% per annum is guaranteed;
Full investment amount + interest. This can be attributed. Only restrictions on deposit insurance should be taken into account. One management company(in a bank) it is recommended to place no more than 1,400,000 rubles;
Unpredictable trade outcome. There are no guarantees, the work of an intermediary can only be judged by previous income or losses. This is the riskiest type of trust management, which, if won, can bring a return exceeding 100%.

The objectives of trust management of money are:

Saving money from uncontrolled spending;
Preservation of monetary assets in ownership during the procedure;
Tax evasion, hiding the identity of the owner of the money;
Capital accumulation.

The most common ways to manage funds:

In both cases, you transfer funds to a management company that distributes assets.

Mutual funds are the most profitable option for owners of small amounts. If you don't know how to make a profit on a small capital, buy several shares, which you can then sell profitably.

Mutual funds allow you to invest in a variety of areas of life. With your money, combined with other assets of investors, securities will be purchased, carried out or. It all depends on the direction of the management company (MC).

PAMM accounts are a common tool for investing in stock and. You open a special account, which is combined with the accounts of other participants.

An experienced manager controls the placement of the entire amount of funds and closely monitors the process. Since the amount of investment is impressive, then the income can be appropriate.

Trust management of property

Property management involves solving a whole range of tasks and depends on the specifics of the transferred object.

The last one could be:

Real estate;
Exclusive rights (for example, managing a share in);
Securities;
Movable property;
Other.

As you can see, the range of control in this case is very wide. The intermediary can dispose of, within the framework stipulated by the contract, all property: from securities to real estate complexes.

Such types of management are convenient in cases where the owner of the assets went for temporary residence in another country. During his absence, things will not stand still: a competent specialist (and in most cases, a group of them) will dispose of the property at his own discretion or clarify the action plan with the client.

The transfer of property to trust management is often carried out in the course of guardianship or recognition of the owner as missing. In this case, often the property is not in the hands of the right holder, but in the possession of guardianship authorities.

Here, the manager will not necessarily be an organization, more often it will be an individual in the role of a guardian. In this case, the manager will not be considered the beneficiary under the contract.

It is important to understand that the disposal of the owner's property is temporary. The manager, according to the law, does not transfer ownership of the assets.

Trust management of real estate

Many of us turn to real estate companies. This is one of the varieties of trust management of real estate.

There are countless such intermediaries on the market, and they have existed for a long time. Their activity is based on the conclusion of an agreement with the client, as a result of which the sale of real estate will be carried out, or supervision of it during the absence of the owner.

The management company, depending on the subject of the agreement, provides several services:

Payment of utility bills;
Room cleaning;
Timely repair;
Purchase of necessary furniture, appliances, etc.;
Search for a client suitable for the role of a buyer or tenant;
Insurance;
Safety from encroachments of third parties;
Resolving conflict situations with representatives of the law or residents;
Representing the interests of the owner in the regional chamber;
Transfer of funds received as a result of the transaction to the account of the property owner.

Trust management of an apartment, building and other real estate is recorded in the regional chamber in the same way as a regular sale and purchase transaction. An agreement signed on other terms is null and void.

If the agreement is concluded for a period of more than one year, then all real estate transactions must also be registered with the state body.

Trust management of securities

If you want, then the initiative in this matter can be transferred to a brokerage company. She will competently draw up an investment portfolio, predict possible risks and profitability.

For example, you can open an individual account, on which funds will be controlled by an intermediary.

As you know, shares are a rather risky instrument of the stock market, which can deprive the owner of the invested funds in a short period of time. And if there is a high risk, then the profit can exceed expectations. To operate in the stock market requires special knowledge and trading skills. Without them, you can lose capital.

The management company is aimed at receiving income from them. At the same time, the broker often combines the client's invested funds with personal ones. For the owner of the capital, this is the confidence that each transaction will be carried out very carefully: after all, failure threatens the loss of funds for the trader himself.

An important concept in securities trust management is diversification. It is necessary to distribute the available capital among several instruments of the securities market.

Example. You can invest in stocks large companies, government bonds and a small part in the securities market newbies. This will help increase the efficiency of investments and increase the chances of receiving a large income.

Trust management of securities usually takes 12 months. Some clients withdraw funds after six months. the main objective transfer of management of stock market instruments - namely, an increase in capital in a short time.

Trust management of shares and other securities is highly popular in our country, since a small number of people still understand the intricacies of trading in the stock market.

The terms of the contract may provide that the client will observe the actions of the manager in the "online" mode. This will allow you to recognize some of the nuances of the market and understand many concepts. In the future, if desired, the client will be able to conclude the first transactions independently.

The owner of the purchased securities has the right to be interested in the actions performed by the trustee and clarify the situation on the market. If for some reason the owner of the capital considers it necessary to withdraw his funds, he cannot be denied this.

Trust asset management

Every organization has different assets at its disposal. To manage them more efficiently and bring profit in a short time, this activity is entrusted to a third-party company.

The following property of a legal entity can be transferred for trust management:

Building;
Various kinds of structures;
Equipment;
Vehicles;
Commodity values;
Copyrights and available patented technologies;
bank deposits.

An important feature when transferring the assets of an enterprise to trust management is that they are not combined with the funds of the manager. Separate accounting is kept for the received property, which is negotiated at the stage of concluding a transaction.

An intermediary can make transactions with the company's assets on his own behalf. At the end of the term of the agreement, the proceeds are transferred to the account of the owner of the assets.

In this case, the object of the agreement may be the opening of an account for:

stock market;
Forex;
Purchase of metals.

The most risky of these options is the Forex market. Making transactions on it, the company runs the risk of being left with nothing. Investments in the foreign exchange market are suitable only for firms with an aggressive policy.

Another area for the placement of assets is the real sector of the economy. This is the purchase of real estate, equipment and other large objects. This activity has a long process that takes funds out of the organization’s turnover for a long time, and therefore is available only large enterprises with free capital.

The most common way to invest assets is to invest in stock market instruments. Moreover, here companies may have the goal of generating income or acquiring other firms through the purchase of a controlling stake.

At the conclusion of the contract, an investment declaration is mandatory. It contains in detail all areas of investment.

During the term of the agreement, the owner of the assets has the right to withdraw his own money in part or in full. However, you can withdraw the funds received as income only during the periods specified by the terms of the management company.

Enterprise asset management involves handling large sums. Typically, intermediaries conclude contracts in the amount of 1,000,000 rubles.

Instructions for those wishing to use trust management

In order for the accumulation process to go smoothly and without involving the owner of the capital in the process, it is better to find a competent manager. In this case, an agreement is concluded that specifies all the nuances of the intermediary's actions and excludes fraudulent tricks.

To transfer your own property, assets, funds to trust management, you will need to go through several steps:

Decide what exactly will be transferred to the intermediary. The further search for a manager, the amount of his remuneration, the term for concluding an agreement and potential profit depend on this. It is important not to transfer to management those funds that you may need in the near future. Intermediaries do not guarantee income, and therefore it is possible to be left without the required funds;
Choosing an intermediary. It is important to find a management company whose name is well known. It must have an excellent reputation, and besides, it must have a license for the services provided. Do not trust your own property to dubious individuals who call themselves representatives of financial companies. Check all the documents, and most importantly - read reviews on the Internet;
Collecting necessary documentation . Each company submits its own list. It depends on the nature of the further actions of the intermediary and the degree of participation in it of the owner of the capital;
Conclusion of an agreement. Be sure to ask the manager if you don't understand any part of the agreement. Phrases should not be perceived in two ways, and therefore, in case of any doubt, ask to redo the line of the contract. Here, pay attention to the term of the agreement, the amount of remuneration and your rights. Most often, the form of the contract has a single sample established for all customers;
Payment for intermediary services. This can be a fixed amount paid immediately after the conclusion of the contract or a percentage of the income received. If possible, choose the second payment method. It acts as a motivation for the manager to make more money, which means that you will receive a considerable income;
Control over the activities of the manager. Please note that there must be a clause in the contract that addresses this issue. For example, an intermediary may report income and losses for specified periods. This is important, as you will be able to determine the effectiveness of management and save funds in a timely manner from possible loss.

How to choose a management company

Entrust your own funds to an outsider, even if he is an employee of a large financial company, is not an easy task. Therefore, the selection of a management company should be taken very carefully. Your income and the safety of capital or other property depend on this action.

Pay attention to the company's analytics database. Market analysis is extremely important indicator, which can be used to predict asset purchase and sale transactions. If the management company does not maintain analytical and news blocks on its website, this is a reason to be wary. Any large and self-respecting company spends a lot of money on this, which a small intermediary without experience cannot afford;
Determine the level of reliability of the intermediary. Contact various rating agencies. Their reviews can be easily found on the Internet. The management company should occupy the top lines of the rating - this will speak of its high reliability and extensive experience;
Find company reviews. Don't ignore customer feedback. They have a lot to say. From their words, one can draw a conclusion about further cooperation;
Find out how many investment strategies the management company offers. If there are three or more of them, then this company can be considered for transfer own funds. If there are only two strategies or one at all, then you should not contact such an intermediary;
Analyze the investment portfolio offered by the management company. It is believed that in practice the share of an asset of one type in the diversification of investments should not exceed 15%. If this figure is much higher, and besides, it corresponds to risky assets, then you may lose your capital;
Find out if the intermediary provides the service of a personal manager. In this case, you will have a personal financial intermediary with whom you can agree on various nuances and consult on any issue;
Specify whether you will have the right to restrict the actions of the manager. For example, it is important to set the percentage of assets in a diversified portfolio. Thus, you can protect yourself from inappropriate actions of the intermediary and save the money invested;
Find out on what basis you can request a report on the actions of the manager (on paid or free) . In reliable companies, upon your request, information is provided free of charge, and for any period.

By following our recommendations, you will be able to find a quality manager who will not only save your capital, but also bring high returns. The main thing is to ask all the questions you are interested in before concluding the contract, so that the nature of the company's activities is clear to you at the initial stages.

Not everyone individual entrepreneur there is an opportunity, in addition to the activities that he conducts in accordance with the certificate of state registration and manage your property well. After all, as a rule, the possession of certain types of property provides its owner not only with income. There is a lot of trouble involved in maintaining and using property.

That is why recently more and more entrepreneurs prefer to give their real estate objects and securities into trust management. As a result, they only receive profit from the use of their property - however, minus the costs of its maintenance and the remuneration of the trustee.

The individual entrepreneur himself can also act as a trustee, except for cases specially provided for in the law.

Trust relationships (or trust relationships) are relatively new to Russian law and business practice. However, they are gaining more and more popularity among entrepreneurs. The task of the author is to help you understand the features of these operations.

Legal basis for trust management

Trust management of property is the process of managing property transferred by the founder of the management to the trustee for a certain period. Relations between the participants in the process are regulated by the Civil Code of the Russian Federation.

The owner can transfer his property to trust management to another person (trustee). At the same time, the trustee does not receive ownership of the transferred property (clause 4, article 209 of the Civil Code of the Russian Federation).

Thus, the powers of the owner are transferred to the manager only within the limits established by the contract and the law, allowing the latter to carry out not only legal, but also actual actions in the interests of the beneficiary.

If the trustee enters into a transaction orally, then he must notify the counterparty of his status, that is, that he is acting as a trustee (clause 3 of article 1012 of the Civil Code of the Russian Federation). If the transaction is made in writing, then in the documents after the name or title of the trustee, a mark “D.U.” must be made.

If this condition is not observed, it is considered that the manager made the transaction for personal purposes, and not in the interests of managing someone else's property, and he will be responsible for it to the counterparty with his own personal funds, and not with the property transferred to him for management (clause 3 of article 1012 of the Civil Code RF).

In practice, the question often arises on which documents the mark “D.U.” should be affixed. For example, only when signing contracts, additional agreements, letters, or in all cases when a person acts as a trustee?

So, often the mark "D.U." is put down in payment orders for the payment of any amounts. A number of organizations and entrepreneurs acting as managers put the mark "D.U." even in rent orders. This is not entirely true. Settlement documents must contain a number of details (clause 2.10 of the Central Bank of the Russian Federation of October 3, 2002 No. 2-P "On non-cash payments in the Russian Federation"). In particular, the name of the recipient of funds, his account number and taxpayer identification number (TIN). Meanwhile, the mark "D.W." is not part of the name of the organization or individual entrepreneur. This means that the note “D.U.” should not be indicated in the payment order. In the column "Purpose of payment" of the payment order, in the opinion of the author, a reference should be made to the document in accordance with which the payment is made.

Thus, the use of the mark "D.U." should not conflict with regulations, establishing the procedure for processing documents in a particular area.

It is not uncommon for a situation where certain agreements have already been concluded with respect to the transferred property. A typical example is real estate lease agreements. The transfer of real estate to trust management does not affect tenants in any way, since the transfer of property to trust management is not a basis for terminating the lease agreement. In the same way as the transfer of ownership (Article 617 of the Civil Code of the Russian Federation). Their contracts with the owner of the property remain in force. However, the owner and the trustee are interested in bringing to the attention of the tenants the fact of the conclusion of the property management agreement. This is necessary in order for the tenants to fulfill their obligations under the lease agreement to the manager. They must also apply to him for the exercise of their rights under the contract. This can be done by concluding an additional agreement on the change of persons in the obligation to the lease agreement. At the same time, it must be taken into account that lease agreements for a building or structure concluded for a period of more than one year are subject to state registration (Article 651 of the Civil Code of the Russian Federation). Accordingly, it is necessary to register all additional agreements to such contracts.

As for the lease agreements that the trustee enters into during the period of the trust, there are no questions here. The normal rules will apply to them.

Subjects of trust management

Participants in a trust relationship can be:

founder of management;
beneficiary;
trustee.

The decision to establish a trust management is made by the owner of the property. It is he who concludes the contract and establishes the administration. If the contract is not concluded by the owner of the property, then it is void and does not entail legal consequences (decision of the Federal Antimonopoly Service of the Volga District in the decision of March 9, 2004 No. A72-2890 / 03-G199). Any natural person, including an individual entrepreneur, can be a founder of a management. And in relation to legal entities, legislators have established a number of restrictions. Property may not be transferred to trust management either to a unitary enterprise or government agency nor the local government.

In trust relationships, in many cases, the beneficiary (beneficiary) is involved, who does not become a party to the contract. At the same time, this person has the right to demand that the trustee perform execution in his favor and defend this right in court if the trustee evades his duties (Article 430 of the Civil Code of the Russian Federation). Early modification or termination of the contract may also require his consent.

The beneficiary may be any natural or legal person, including the founder, if he established management in his favor.

Trustees can be commercial organization or an individual entrepreneur, with the exception of cases of professional management of securities (Article 5 of the Federal Law of the Russian Federation “On the Securities Market”). If trust management is carried out on the grounds provided for by law, the manager may be a citizen who is not an entrepreneur, or non-profit organization, for example, a foundation other than an institution. An example of such management is the management of the property of the ward (Article 38 of the Civil Code of the Russian Federation) or the management of hereditary property (Article 1173 of the Civil Code of the Russian Federation).

The manager cannot be either a founder or a beneficiary. At the same time, he can take one of the offices of the building transferred to the management for his work. How to arrange it correctly? The easiest way is to exclude from the property transferred to the trust the premises that the manager is going to use as an office. Instead, you should rent them to him at separate agreement. For example, a building may be transferred to trust management, with the exception of rooms No. 1-15 on its first floor.

In addition, the trustee has the right to remuneration provided for by the agreement (Article 1023 of the Civil Code). The founder is also obliged to reimburse the manager for reasonable expenses incurred during the trust management of property (this rule also applies in the case of gratuitous property management). This should be done at the expense of income from the use of this property. The law does not determine how the remuneration should be calculated, however, in a decision on a specific case, the arbitration court indicated that it was unlawful to establish remuneration in a fixed amount that does not depend on the results of management (Decree of the Federal Antimonopoly Service of the Volga-Vyatka District dated August 9, 2005 No. A17-324 /one). In this regard, the author considers the most acceptable setting of management fees as a percentage of income received.

Objects of trust management

The objects of trust management are organizations, property complexes, individual objects related to real estate, securities, rights certified by book-entry securities, exclusive rights and other property. Other property should be understood as movable things and rights of claim or use.

It would seem that any movable property can be transferred to trust management. However, legislators forbade the "management" of money as an independent object, except as provided by law. Such exceptional cases can be considered the management of funds by credit institutions on the basis of the law of December 2, 1990 No. 395-1 “On banks and banking activities”. At the same time, it should be borne in mind that the legislation allows a credit institution to manage funds denominated in both national and foreign currencies.

By general rule, the right to trust management belongs to a credit institution (for example, a bank) that has a license to carry out relevant banking operations. And only in some exceptional cases, trust management of funds may not be carried out credit organisation, which received in the prescribed manner a license to conduct the specified activities.

In case of trust management of funds for the purpose of investing in securities, the trustee must maintain the structure of assets agreed by the parties during the entire term of the agreement. That is, to observe the ratio between securities and funds of this founder, as well as the ratio between various types valuable papers. Such information is reflected in the investment declaration.

The investment declaration is a mandatory part of the agreement on trust management of funds and contains information on the directions and methods of investing these funds. The declaration also contains information on the purpose and term of management (clause 7.3. of the Regulations on the Trust Management of Securities and Investment Funds in Securities, approved by Resolution of the Federal Commission for the Securities Market dated October 17, 1997 No. 37).

By the way, funds can be transferred to management in another way: as part of other property, in particular, a property complex.

Only individually defined property can be in trust management. This means that each object must have its own characteristics. Accordingly, upon termination of the contract, it is the previously transferred property that is returned, and not its analogues. At the same time, the terms of the contract may provide that property that is still subject to acquisition or even creation, that is, property that does not yet exist at the time of the conclusion of the contract, will be transferred to management. The most common object of management are corporate securities - shares, especially voting, that is, including the authority to manage the affairs of the company that issued them - the issuer. The second most common object of management is real estate.

Trust management of issuance securities has some features that are determined by federal legislation (part 3 of article 1025 of the Civil Code of the Russian Federation, law of April 22, 1996 "On the securities market" No. 39-FZ) and the provision on trust management of securities and funds investing in securities, approved by the Decree of the Federal Commission for the Securities Market dated October 17, 1997 No. 37.

Only a professional participant in the securities market with an appropriate license can act as a manager under a trust management agreement for shares and bonds (Articles 5, 39 of the Law of April 22, 1996 No. 39-FZ).

The trust manager of shares and bonds shall exercise all the powers of their founder (owner), secured by the relevant security. This means that he is not limited only to playing on stock quotes, he can use all the rights of a shareholder, including the right to vote at a general meeting. If trust management is associated exclusively with participation in the management of the company, a license of a professional participant in the securities market is not required (Article 5 of the Law “On the Securities Market”).

A trust management agreement cannot contain terms on the transfer to management of only one or several rights of the owner of a security (for example, only the right to receive a dividend or only the right to vote at a general meeting of shareholders of the company). At the same time, the possibility of alienating shares and bonds transferred for management may be limited or excluded by the agreement.

In the interests of the founder (or beneficiary), rules have been established that the manager is not entitled to alienate the securities transferred to him for management into his own ownership or into the ownership of his founders. And also he cannot make transactions with them in which he simultaneously represents the interests of another person as his attorney, commission agent or agent. The manager is deprived of the right to exchange these securities for his own securities or the securities of his founders or clients (principals, commitents, principals). In addition, he cannot alienate the shares and bonds transferred to him for management for reimbursable contracts, providing for a delay or installment payment for more than 30 days, as well as transfer them for storage, indicating a third party as a recipient or manager. Finally, the manager cannot pledge the securities transferred to him for management as security for personal obligations, obligations of his founders or other persons (clause 8.1 of the FCSM regulation No. 37).

If the trustee in the same transaction simultaneously represents the interests of two parties with whom he has concluded trust management agreements, then he is obliged to obtain the prior consent of the counterparties to make such a transaction. Securities that the manager acquired in the course of the execution of the agreement also become the object of his trust management on the terms stipulated by the original agreement with the founder.

Property trust agreement

An agreement on trust management of property is concluded in writing (clause 1, article 1017 of the Civil Code of the Russian Federation).

The transfer of real estate for trust management requires state registration in the same manner as the transfer of ownership of this property (clause 2 of article 1017 of the Civil Code of the Russian Federation, article 4 of the law of July 21, 1997 No. 122-FZ "On state registration rights to real estate and transactions with it). It should be borne in mind that for third parties - tenants or organizations providing utilities, - the contract will enter into force only from the date of such registration (clause 2, article 551 of the Civil Code of the Russian Federation). This provision must be taken into account. Until this date, all rights and obligations to third parties are borne by the owner himself, and not by the trustee.

Failure to comply with the requirements for registering the transfer of property entails the invalidity of the management agreement itself.

Is it necessary to register amendments to the contract regarding the trust management of real estate? The real estate trust management agreement itself does not need state registration. Accordingly, if changes and additions to the contract do not directly relate to real estate, but only to the procedure for managing it, then they also do not require registration.

A situation may arise when other regulatory legal acts establish additional requirements for the transfer to trust management certain types property. Thus, when transferring securities and funds invested in securities into trust management, an investment declaration is required, which is an integral part of the agreement (clause 7.2 of the FCSM regulation No. 37).

The parties must specify in the property trust management agreement (Article 1016 of the Civil Code of the Russian Federation):

the composition of the property transferred to trust management;
the name of the legal entity or the name of the citizen in whose interests the property is managed (the founder of the management or the beneficiary);
the amount and form of remuneration to the manager, if the payment of remuneration is provided for by the contract;
contract time.

The composition of the property transferred to trust management must be clearly and in detail described. Failure to agree on this condition, as well as the conditions on the term and form of remuneration, will result in the recognition of such an agreement as not concluded. In this case, the founder may accuse the manager of unjust enrichment. But this is difficult to prove, so it is worth agreeing on a condition on the exact list of transferred property, including the amount of money.

The term of management cannot exceed five years. Legislators restricted it to protect the owner. At the same time, without a special statement by the parties, the agreement, upon expiration of its validity period, will be in force on the same terms. By the way, a management agreement cannot be concluded to perform any one-time action, since “the nature of trust management implies a continuing nature of the relationship” (Resolution of the Federal Antimonopoly Service of the Moscow District dated January 30, 2001 No. KG-A41 / 112-01).

The property transferred to trust management is separated from other property of the founder of the management, as well as from the property of the manager (Article 1018 of the Civil Code of the Russian Federation). These objects are reflected in the trustee on a separate balance sheet, he keeps an independent record of them.

If the manager receives securities from different founders for trust management, then they can combine their blocks of shares for transfer to him (Article 1025 of the Civil Code of the Russian Federation).

Property encumbered with a pledge may be transferred to trust management, since the pledgor remains its owner and retains the ability to dispose of it. In addition, additional income from the beneficial use of property will help the owner to fulfill his obligations to the mortgagee. Legislators have established that the manager must be warned about the pledge. Otherwise, he has the right to demand in court the termination of the contract and the payment of remuneration for one year (clause 2 of article 1019 of the Civil Code of the Russian Federation).

Rights and obligations of the parties under the contract of trust management of property

In accordance with the contract, the manager receives complete freedom in managing the property. If the founder wants to control the actions of the manager, then he must specify in detail the following points in the agreement:

manager's reporting;
the need to coordinate the conclusion of individual transactions with the transferred property.

That is, the founder of the management can restrict the manager. For example, forbid him to sell property without agreement with himself.

If such restrictions are not established, then the transactions cannot be challenged in the future (decree of the FAS of the Far Eastern District of September 15, 2003 in case No. F03-A51 / 03-1 / 2252).

Property transferred for management must be segregated. In this case, it is not allowed to levy execution on the debts of the founder, except in cases of bankruptcy (clause 2, article 1018 of the Civil Code of the Russian Federation). If the court recognizes the founder as insolvent, then the trust management is terminated and the property is transferred to the bankruptcy estate.

But it would be a mistake to believe that separate property is absolutely inviolable. If in the course of the validity of the trust management agreement debts arose on obligations in connection with the management of property, then they are repaid at the expense of it. In case of its insufficiency, the property of the manager himself is sold on account of debts. If the property of the founder, transferred under the trust management agreement, and the property of the manager is not enough to pay off the debts, then the recovery can be levied on the rest of the property of the founder. This means that an entrepreneur should be very careful in choosing a manager, because it is on his actions that the profit and loss from management depends.

The manager is liable with his own property even in the event that he did not notify the counterparty about the conclusion of the transaction as a manager, he made the transaction in excess of the powers granted to him or in violation of the restrictions established for him. In the same case, he compensates for the losses incurred by the founder.
The manager is obliged to take care of the interests of the founder and beneficiary. Otherwise, he compensates them for lost profits, and the founder - also the losses caused by the loss or damage to property.

As a professional entrepreneur, the manager is liable for both culpable and accidental losses. But he can evade liability if he proves that the losses arose as a result of force majeure circumstances (force majeure) or the founder. Force majeure is an emergency and unavoidable circumstances under the given conditions (paragraph 3 of article 401 of the Civil Code). For example, the manager is responsible for losses caused to property as a result of a fire due to the fault of third parties, but if the property was destroyed as a result of a natural disaster, then the manager is not responsible.

The founder can prescribe in the contract a requirement that the manager must provide him with a pledge to secure compensation for possible losses (clause 4 of article 1022 of the Civil Code of the Russian Federation).

It should be noted that the trustee often tries to leave in the contract only his liability for guilty behavior, excluding accidental damage or damage caused by the fault of third parties. This is unacceptable, since the norm of paragraph 1 of Article 1022 of the Civil Code of the Russian Federation is imperative, that is, it cannot be changed by agreement of the parties. Such a condition should alert the founder, as it betrays the uncertainty of the manager in his competence.

A very controversial condition, often found in securities trust agreements, relieves the manager from liability due to the fact that the issuer has not fulfilled its obligations. After all, only an irresistible force releases the manager from responsibility. Such force majeure circumstances do not include, for example, breach of obligations on the part of the debtor's counterparties, lack of goods on the market necessary for execution, lack of the necessary funds from the debtor.

It is recommended to exclude these items, since the issuer's illegal actions are a rather frequent event. Consequently, the manager, removing himself from responsibility, significantly worsens the position of the founder in comparison with the legal one.

Termination of relations under a trust management agreement

The founder of the management may terminate the agreement unilaterally if he pays the manager the remuneration stipulated by the agreement.

In addition, the bankruptcy of the founder terminates this agreement, since the property transferred for management must go to the bankruptcy estate. The death of the founder (with the preservation of the beneficiary) may not lead to the termination of the contract, because his rights and obligations in this case will pass to the heirs. However, the death of the beneficiary or the liquidation of the beneficiary organization terminates the contract.

Recognition of a beneficiary citizen as incapable, partially incapacitated or missing, as well as reorganization of the beneficiary company does not entail termination of the contract. Moreover, the agreement of the parties may provide for its preservation in the event of the death of the beneficiary (for the latter's heirs).

The trust management agreement, as a general rule, is terminated due to the unilateral refusal of the beneficiary to receive benefits, since the beneficiary independently disposes of the right received under the agreement concluded in his favor. However, the agreement may provide for this case and other consequences in the form of the transfer of the rights of the beneficiary to the founder (paragraph 4 of article 430, paragraph 1 of article 1024 of the Civil Code of the Russian Federation).

Upon termination of the contract, the manager must return to the founder the property transferred for management (clause 3 of article 1024 of the Civil Code of the Russian Federation). However, the agreement may also provide for another consequence, for example, the transfer of property to the beneficiary or its acquisition by the manager (under a contract of sale).

Taxation

VAT

If the trustee-entrepreneur is a VAT payer, then he acts in accordance with the general rules tax code: calculates the tax, and also pays it to the budget. "Input" VAT presented to him by suppliers is accepted for deduction in the usual manner. There are no special regulations for this situation. At the same time, in tax registers, documents and reporting, after the name (name) of the manager, a note “D.U.” is made.

Due to the fact that all taxpayer obligations are performed by the manager, the founder (beneficiary) does not pay VAT on income. According to the author, the transfer of property for management is not subject to VAT, because there is no sale (Article 146 of the Tax Code of the Russian Federation).

Transport tax, land tax, personal property tax

Transport transferred to trust management is the property of the founder. Accordingly, it is in his name that vehicles are registered (clause 12 of the Rules for the registration of motor vehicles, approved by order of the Ministry of Internal Affairs of Russia dated January 27, 2003 No. 59). This means that the owner must calculate and pay tax to the budget. Neither the trustee nor the beneficiary has obligations to the budget.

The issue of land tax and property tax was resolved in a similar manner. individuals. In accordance with Art. 388 of the Tax Code of the Russian Federation and Art. 1 of the Law of December 9, 1991 No. 2003-1 “On taxes on property of individuals”, these taxes must be paid by the owner.

Personal Income Tax

The income of an individual entrepreneur as a founder of a management (beneficiary) is taxed as follows.

Income from the use of property is subject to personal income tax (subclause 4, clause 1, article 208 of the Tax Code of the Russian Federation). The agreement should clearly indicate that the founder's (beneficiary's) income is the income received from the use of the property minus the manager's remuneration. It is on this difference that tax should be paid.

Special rules for determining the tax base are established for income from securities purchase and sale operations (Article 214.1 of the Tax Code of the Russian Federation). In particular, it explicitly states that the income of the founder (beneficiary) is reduced by the loss from the sale of securities, as well as by the remuneration of the manager (clauses 4-7 of article 214.1 of the Tax Code of the Russian Federation).

At the same time, a feature of paying personal income tax from such transactions is that the tax base is determined separately for each type of securities (paragraph 4, clause 7, article 214.1 of the Tax Code of the Russian Federation). Let's say, if income is received from the sale of shares, and a loss is received from the sale of bonds, then this loss cannot reduce the income generated from the sale of shares. In this case, there is no object of taxation in relation to bonds, but the tax on transactions with shares is paid in full.

Upon termination of the trust management agreement, the property may either be returned to the founder or transferred to another person. In the event of such a return, the founder does not generate income (loss) regardless of the occurrence of a positive (negative) difference between the value of the property at the time of entry into force and at the time of termination of the trust management agreement. In this case, he does not pay personal income tax.

The trustee acts as a tax agent, that is, it calculates, withholds and pays personal income tax to the budget for the founder of the management or the beneficiary (Article 226 of the Tax Code of the Russian Federation). In this case, the tax rate of 13 percent applies. If the manager did not withhold the tax, then the recipient of income must independently declare and pay it (clause 4 of article 228 of the Tax Code of the Russian Federation).

As for the entrepreneur-manager, he pays personal income tax from his income in the form of remuneration under the contract in the generally established manner.

Like any entrepreneur, he can claim a professional tax deduction in the amount of actually confirmed expenses associated with management, or 20 percent of the amount of income (clause 1, article 221 of the Tax Code of the Russian Federation).

Property trust agreement - this is an agreement by virtue of which one party (the founder of the management) transfers the property to the other party (the trustee) for a certain period of time in trust management, and the other party undertakes to manage this property in the interests of the founder of the management or the person specified by him (the beneficiary) (Art. 1012 of the Civil Code of the Russian Federation).

The essence and meaning of the contract of trust management of property

The transfer of property for trust management in accordance with the norms of the Civil Code of the Russian Federation is a way for the owner to exercise his absolute powers, determining the goals, conditions and procedure for management.

Characteristic features of trust management:

is open to third parties;
built on a rigid structure of mutual and clearly defined rights and obligations of the parties obligations;
the trust management agreement is of a continuing nature comparable to agency relations, but does not involve transfer of ownership.

The trustee has the right to perform any legal and actual actions in relation to the trusted property in accordance with the trust management agreement in the interests of the beneficiary (limitations may be provided for by law or the agreement).

Transactions with property transferred to trust management trust manager performs on his own behalf, indicating that he is acting as such a manager. This condition is considered to be met if, when performing actions that do not require written registration, the other party is informed of their commission by the trustee in this capacity, and in written documents, after the name or title of the trustee, a note "D.U." is made.

In the absence of an indication of the action of the trustee in this capacity, the trustee is obliged to third parties personally and is liable to them only with the property belonging to him.

The property trust management agreement is concluded for a period not exceeding five years (Article 1016 of the Civil Code of the Russian Federation).

The trust management agreement is:

real;
as a general rule, paid;
bilateral.

The subject composition of the contract of trust management of property

The parties to the property trust management agreement are (Articles 1014, 1015 of the Civil Code of the Russian Federation):

1) the founder of the management:

the owner of the property;
body of guardianship and guardianship, executor of the will or other person specified in the law (in special cases, due to the need for constant management of the property of the ward, on the basis of the will in which the executor of the will is appointed, etc.).

2) trustee:

an individual entrepreneur or a commercial organization (except for a unitary enterprise) - as a general rule;
a citizen who is not an entrepreneur, or a non-profit organization, with the exception of an institution - in cases provided for by law.

Property is not subject to transfer to trust management of a state body or local self-government body.

The beneficiary can be any subject of civil law, including the founder. A trustee cannot be a beneficiary (Article 1015 of the Civil Code of the Russian Federation).

Form of an agreement on trust management of property

exercises the powers of the owner in relation to the property transferred to trust management (disposal - in cases provided for by the trust management agreement);
submit to the founder of the management and the beneficiary a report on their activities within the time and in the manner established by the contract of trust management of property;
acting on his own behalf, be sure to indicate that he is the manager (orally or mark "D.U." when signing written documents).

The trustee has the right:

in order to protect the rights to property held in trust management, demand any elimination of the violation of his rights (Articles 301 , , , );
demand remuneration provided for by the property trust management agreement, as well as compensation for the necessary expenses incurred by him during the property trust management at the expense of income from the use of this property.

Execution and termination of the agreement on trust management of property

Property (including encumbered with a pledge) transferred to trust management is separated from other property of the founder of management, as well as from the property of the trustee, is reflected with the trustee on a separate balance. For settlements on activities related to trust management, a separate bank account is opened. The trust manager shall dispose of immovable property in cases stipulated by the trust management agreement.

The rights acquired by the trustee as a result of property management are included in this property. Obligations arising as a result of such actions of the trustee shall be discharged at the expense of this property.

Foreclosure on debts the founder of management on the property transferred by him to trust management is not allowed, except for the insolvency (bankruptcy) of this person.

The trustee fulfills obligations under the trust management agreement personally (Article 1021 of the Civil Code of the Russian Federation). It is possible to entrust another person to perform these actions on behalf of the trustee if he:

authorized to do so by an agreement on trust management of property, or
received the consent of the founder in writing, or
compelled to do so due to circumstances in order to ensure the interests of the founder of the administration or the beneficiary and, at the same time, does not have the opportunity to receive instructions from the founder of the administration within a reasonable time.

The trustee is responsible for the actions of the attorney chosen by him as for his own.

The trustee, who failed to show due care for the interests of the beneficiary or the founder of the trust during the trust management of the property, shall compensate the beneficiary for the lost profit during the trust management of the property, and the founder of the trust for the losses caused by the loss or damage to the property, taking into account its natural wear and tear, as well as the lost profit.

The trustee shall be liable for the losses caused, unless he proves that these losses occurred as a result of force majeure or the actions of the beneficiary or the founder of the management.

Grounds for terminating an agreement on trust management of property (Article 1024 of the Civil Code of the Russian Federation):

death of a citizen who is a beneficiary, or liquidation of a legal entity - beneficiary, unless otherwise provided by the contract;
the refusal of the beneficiary to receive benefits under the contract, unless the contract provides otherwise;
death of a citizen who is a trustee, recognition of him as incapable, partially capable or missing, as well as recognition of an individual entrepreneur as insolvent (bankrupt);
refusal of the trust manager or the founder of the management from the implementation of trust management due to the impossibility for the trust manager to personally carry out trust management of property;
refusal of the founder of the management from the contract for other reasons, subject to the payment to the trustee of the remuneration stipulated by the contract;
recognition as insolvent (bankrupt) of a citizen-entrepreneur, who is the founder of the management.

In case of refusal of one party from the agreement on trust management of property, the other party must be notified of this three months before the termination of the agreement, unless the agreement provides for a different notice period.

Upon termination of the trust management agreement, the property held in trust management shall be transferred to the management founder, unless otherwise provided by the agreement.

The article is devoted to the problem of planning and control of contractual relations in multilevel companies. Using the example of a project conducted at one of the Russian enterprises, you will learn how to improve the accuracy of contract management and achieve synergy in a diversified holding.

Today, projects to implement contract management systems are no longer a rarity. Almost every consulting company is ready to boast of a successful implementation of this kind. Considerable experience has already been accumulated in this area, but you still hear the same questions:

How to effectively manage contracts?
how to evaluate the effectiveness of contract management?
how to implement a full-fledged contract management loop?
how to evaluate the effects of such implementation?

In this situation, you always want to clarify what exactly is planned to be managed? Contracts in paper format?

It makes no sense to work with contracts in paper format, since they are only needed if you visit the courthouse.

For the first time, we turn to the paper version of the contract during its negotiation. Responsible employees read, analyze, make decisions, pass paper from hand to hand, often lose it.

Another thing is when our contract goes through the stages of consideration, approval, processing and execution directly in an automated system, and the paper version lies quietly in the archive. Here we can classify the elements of the document structure, work with them in parallel, separately. It's a good thing when one part of the contract is simultaneously coordinated by employees, for example, of the legal department, the second - by accountants, and the third - by specialists from the security department. In practice, even without an automated system, this approach greatly reduces the time spent on working with the contract at all stages.

The article will talk about experience in the development and implementation of a management system for contracts and contractual relations, implemented in one large company . It is a diversified holding formed as a result of the merger of two large structures and further organizational growth. It is worth noting that, despite the completely different industries of the founding companies, the merger turned out to be very successful, which made it possible to bring the combined assets to the stock markets.

Let's consider introductory projects, the main tasks set by the owners and top management of the company, the implementation process and, of course, the results and effects achieved.

Structure and its flows

The structure of the enterprise is diversified. In fact, this is a group of agricultural companies, an investment and construction holding and a financial and investment group, which was born as a result of the need to manage the combined assets.

The structure of the holding is shown in fig. 1. The group "Construction of agricultural facilities" was formed as a result of a merger of companies. Thanks to her, the food group was able to grow and develop very quickly, and as a result, a solid pool of free assets was formed, which ensured the development of the commercial real estate construction direction of the construction group. Such a symbiosis allowed the holding to occupy a vast niche, having strengthened its position by forming a strong team of specialists in stock markets (financial and investment group).

Next, consider the key participants in the holding. The management company of the food group provides trust management services to all subordinate organizations in terms of structure. The situation is similar in the construction group. Commercial relations between them are built on the basis of preferential pricing. The construction of agricultural facilities for the food group is carried out in the format of long-term investment projects, which are combined into portfolios and scheduled for several years in advance. There are also programs of preferential housing financing for all employees of the holding. Interaction between the food and construction groups is controlled at the level of the holding's management company.

It should be noted that there is constant interaction between the members of the food group, since they form a production chain (Fig. 2).

Members of the construction team have little contact with each other. Commercial and residential directions can jointly participate in a construction project. But here, too, their activities are clearly separated, starting with investments and ending with the sale of square meters of real estate. Therefore, there is no need to conclude any contractual relations between the group members.

The holding's management company performs the functions of strategic management and management of the holding's consolidated assets. At this level, management reporting with a complex structure for all groups of the holding is formed and processed, decisions are made on the redistribution of assets and funds, and promising development niches are analyzed.

The financial and investment group of the holding is engaged in asset management in the stock markets and does not have direct contacts with other companies. All interaction takes place through the Holding's Management Company. The project did not imply a deep penetration into the specifics of the activities of this organization. As will be seen later, the goals and objectives of the project team were different.

Project objectives

Initially, the objectives of the project were not to revise the contract management process (except indirectly). The problem was that the management company of the holding could not quickly control the activities of its "granddaughters".

The symptoms were as follows:

the inability to control the counterparty under the contract. This function of the security service was carried out in order to prevent the conclusion of contracts with competing holdings. “Granddaughter” at her level could not always see which holding structure her new counterparty belongs to;
payment approval procedures did not reach the holding's management company due to the low efficiency of work, despite the fact that the redistribution of assets took place there. And the point is not even the level of automation, but the fact that the employees of the parent company were not able to analyze the payment due to the lack of all the necessary information on it. Therefore, they were unable to make an informed decision on a particular payment;
inability to form a general holding pool of funds. The concept of financial management was such that all available assets of more liquid companies had to be redistributed in the interests of less liquid ones. Cases of attempts to combine funds into a single large cache for a large payment have repeatedly ended in serious problems for donor companies;
operational control over the implementation of the strategic program. The management company of the holding was especially worried about the interaction between the construction and food groups. Monthly reporting was drawn up, so to speak, in general strokes. Detailed information about the progress of the program could not be obtained. For example, the construction of a new farm was required. Investments were allocated for these purposes (cache was reserved in the plans), construction began. The management company of the holding could receive information only about what was spent N million rubles, but the process of their development could only be monitored visually (go to the facility and see). This state of affairs added neither efficiency of control nor the ability to manage the construction project in any way.

There were more problems, of course. Here is an already aggregated list, according to which work has begun in order to select the most effective project structure and find solutions that would eliminate all the identified difficulties of the holding.

It was obvious that it was necessary to fundamentally rebuild the mechanisms of control. Failure(including low information content) of the current management tools and methods were understood by the top managers themselves. After a quick analysis, there was no doubt about this.

First of all, the working group decided to classify the problems according to the principle end consumer. It turned out that it was necessary to work in the interests of:

corporate security services;
financial department;
investment management (strategic development department).

Thus, we had at least three functional customers. In this regard, it was natural to break the project into three components. Logically, justified, but long. In addition, the risks of mutual influence of project results were high. For example, the need to coordinate payments in the parent company and the function of coordinating new counterparties by the security service could not get along. The task of providing the opportunity to work with a single cache across the holding correlated very strongly with the tasks of investment management. In this case, it was necessary either to do one large project, but with two customers, or to separate projects, but to carry them out completely in parallel, in order to eliminate discrepancies in decisions.

It was during the analysis of the risks of mutual influence of projects that it was decided in advance to “dig” the problems a little deeper. The bottom line was the following reasoning for each of the items in the aggregated list of problems:

low efficiency of contract negotiation procedures. It is caused by the fact that the holding management company does not have the information necessary to make an informed decision on the contract being concluded. Therefore, contracts do not go to the parent organization for approval;
the same situation with payments - the management company of the holding does not have information: what should be at its disposal when agreeing on payments:

planned budget data;
actual execution of budgets;
information about the counterparty;
information about the purpose of the payment;
information about purchased values;
information about the related actions that accompany the agreed payment (whether there was a shipment, what documents accompany the transaction, if these are any fines or penalties, then for what reasons they arose, etc.);
payment parameters under the contract (term, conditions);
payment security (from what money it is paid - free cash, targeted financing, investment project pool, etc.).

As a result, we see that we need information from budgets and information on contracts, more precisely, on specific transactions within the framework of one contract:

The solution to the problem of creating a single cache for the holding was to implement operational planning procedures with a horizon of up to a week. In order to be able to accurately know the receipts and expenditures of cash in the coming period, we must first have an idea of the commercial activities of the organization. How much was shipped, how much was purchased, how much was spent and planned to be purchased, shipped. Then we do not forget about loans and borrowings, government funding, paying taxes, which are planned much earlier than a week in advance. Information about commercial activities is contained in contracts, more precisely, in the procedures for their actual execution. If we take an elementary supply contract, then in it we will see that the supplier has an obligation to deliver the goods, and the buyer has an obligation to pay for the goods. The payment in this case has specific date parameters that give us grounds for planning cash flows in the short-term (operational) period;
when in our reasoning we got to the task of investment control, it was no longer a secret for anyone that it was necessary to act through agreements. This followed from the very essence of the task - detailed information was needed on the execution of contracts that were concluded for investment projects. Here, even up-to-date information in the context of concluded agreements would be of considerable benefit.

As a result, the project was divided into functional links:

contracts;
cash;
investment program.

At the same time, contracts were the basic functional block, and the rest were consumers of its results, “heirs”.

Execution

Let's consider what fundamental solutions were developed and implemented on the project (due to them, the tasks were solved).

Rules for formalizing relationships with contractors

The first decision that was made within the framework of the project was that all relationships with contractors are formalized in the form of contracts. There are only two ways to implement any interaction without a contract:

through a long approval procedure, which had many stages, a dozen cycles, returns and more. According to the most conservative estimates, such a procedure would take at least a month;
by decision CEO holding. This assumption was left so that in case of urgent need the system would not disrupt the work of the company. It should be noted that the management of the holding, in principle, did not receive visitors on such issues. That is, the situation of non-contractual interaction with the counterparty had to be either pre-planned, or force majeure and extremely acute.

This simple measure minimized the risks of uncontrolled relationships with counterparties and helped bring order to the company's market activity. As a result key managers they began to know exactly what obligations under which contracts, in what time frame and in what amounts they are going to implement.

Next, it was necessary to develop a solution that would effectively manage all this mass. You can manage only clearly structured quantifiable values, limited by hard boundaries. Try running dough for pies. No matter how you twist it, it will still spread and lie down in the way that is most convenient for him. But if you place the dough in a special dish, you can determine its final form (the shape of the pie) and the method of preparation.

When managing the same contracts, the situation is absolutely identical. Set clear analytical sections, describe with them all the activities of the company, and in your hands will be the very threads that will not only allow you to manage the company, but also provide all the information necessary for this.

Contract accounting analytics

The next step is to determine the necessary parameters of the contracts, which will effectively manage the external operating activities of the holding. Here we divided the areas of search - first of all, we analyzed the contracts themselves, and then the obligations under them. Due to the fact that the special emphasis in the project was placed on the management of means of payment, in obligations we were interested in such bundles as “shipment of goods - receipt of money”, “receipt of material assets - payment”, etc.

The analytical structure of contractual accounting turned out to be rather banal. First of all, we singled out the organization - the owner of the contract as a key analytics for accounting contracts. At the level of liabilities, the paying organization was also determined, since payments from one company to another were not so rare. As well as payments to one counterparty for another, since there were cases that the contract was concluded between organization "A" and the counterparty X, and the payment went from organization "B" to the counterparty Y. It is important to note that the actual budgets did not previously take into account such transfers, as they were based on cash flow information.

The working group then classified contracts by types and categories, which became an effective tool to determine the purpose for which a contract is concluded and within what type of activity.

In addition, a gradation of contracts was carried out according to the total amount. Taking into account the classification by type and category of the contract, such a division makes it possible to unambiguously determine the scheme for its approval and the person making the final management decision. Not a signatory, but the last link in the approval chain. For example, a company performing a supply function in a food group enters into a contract for the purchase of grain crops for a total amount of 100 million rubles. In this case, the document must be approved by the CEO of the managing company of the food group holding. If the contract is concluded for 1 million rubles, then the approval of the head of the supply company will be sufficient.

Solutions for contractual processes

Having a prescribed scheme of contract approval processes, the project working group took up the procedures for their implementation. It was necessary to set strict limits for all actions. In agreement with the management of the holding were developed and published following solutions:

expense contracts with prepayment settlements should be concluded only in exceptional cases. To be precise, only cases related to the work of natural monopolies were recognized as exceptional. Russian Federation- resource supply (gas, gasoline, electricity, heat, etc.), rail transportation services;
newly concluded expenditure contracts included a condition on deferred payment. At the same time, the payment period was determined from the date of transfer of the material value acquired under the contract into the possession of the buyer. In the case of services, this, of course, was the date the act was signed. In the automated system, modules were introduced that allow planning the progress of the execution of contracts (receipt of goods and materials, subsequent payment). The condition was this: until the supplier has fulfilled its obligations, it is impossible to submit an application for payment. Of course, this approach radically changed the worldview of many managers in the company, which led to a long transition to new system accounting and management. The same approach was used for income contracts, that is, the execution and receipt of funds began to be planned as well. This measure made it possible to predict account balances with a high degree of probability, determine the probability and manage the risks of non-receipt of funds in advance;
each contract was assigned a curator who controlled the fulfillment of obligations both by the holding and by the counterparty. He had to enter information system all the necessary information on the contract, track the process of its approval and the progress of execution. Such a person at any time had to provide a detailed certificate of his current status using only one contract number: the date of conclusion, the list of persons who approved it, comments during the approval, delivery date, reasons for underdelivery, missed deadlines, etc .;
curators were allocated according to the types of contracts. These managers were given the authority to make changes to the schemes of the approval processes, as well as intervene in the progress of work under the current contract and make prompt decisions on deviations from the regulations approved by the holding;
the mechanics of storage and access to paper versions of contracts are defined. All work with them was transferred to the document management service. The contract from the counterparty or the draft of the outgoing contract was first of all registered in the electronic filing cabinet. Further, document specialists (this is what their position is called) launched the necessary procedures for agreeing and processing data. The paper version of the agreed document was signed by the responsible manager. The regulation containing the list of signatories and the matrix of powers was sacredly kept and promptly updated by the document management service. As a result, the work of three people in a large holding ensured the stable operation of a huge group of business processes with a large number of daily series.

Type of consolidation

To achieve the goal of generating operational management reporting for the holding as a whole and for each business unit separately, analytics by type of consolidation was developed and implemented. Such a section of accounting made it possible to accurately determine the essence of the operation in relation to the holding, to distribute management levels, risks and the cost of management decisions.

The following types of consolidation(depending on the level of ongoing interactions):

function level. Such a marker began to mark operations between legal entities one functional block of the holding (for example, companies involved in the construction of commercial real estate or crop production). As a rule, information about such relationships was uninformative for consolidated reporting - were more interested in the results of the execution of a direct business function;
group level. This included the relationship between organizations of the same group of companies, for example, between livestock and crop production. At this level, reporting on the activities of the food, construction or financial group should be collected. The coordination of transactions of this level was quite simple, since in essence they were not of a commercial nature, that is, in reality they were not concluded for the purpose of obtaining benefits;
holding level. Interactions between companies of different groups. Agreements of this type of consolidation, in contrast to the level of a function or group, have a chain of tripartite approval, since they must be considered not only by the services of the parties to the agreement, but also accepted by specialists of the holding's management company;
outer level. Interaction with all contractors that are not part of the holding.

The allocation of such analytics made it possible not only to collect consolidated reporting for the entire holding, but also to clearly decompose the processes of agreeing contracts (combine part of the procedures, part - to separate). Such a measure significantly reduced the load on the main processes for negotiating contracts, shifting the main focus to high-risk relationships with external counterparties.

Payment system

After the development of contract management schemes, setting up a payment system became a project team an exciting game, the rules of which are already set, the moves are thought out. It remained only to perform an elementary set of predetermined actions.

First of all, it was designed payment request card. Guided by the principle of redundancy, we placed there all the information that could directly or indirectly relate to the payment. Naturally, the rules and conditions for filling in and defining the fields of the application were prescribed in the regulations. Based on the parameters specified in it, the system automatically, according to pre-set algorithms, determined the payment approval scheme.

Among other things, a system was developed to prioritize payments, which helped the Treasury department to build their order without listening to abuse on the phone with information that it was necessary to pay “yesterday”. By default, the order priority was determined from the priority of the contract and payment parameters, but during the coordination it could be changed by competent managers. In turn, the priority of the contract was determined on the basis of the dimensions assigned to it (parties, type of consolidation, budget items, type and category of the contract).

It is worth saying that at the time of the start of the project, each functional block of the holding had its own treasury department. A year after the completion of the project, the treasury function was consolidated at the level of the group's management companies. Now the company's top managers are considering organizing a single settlement and cash department (instead of the treasury departments) in the financial and investment group, which consists of one company.

As a result of the project, decisions on the redistribution of funds began to be made by the treasurers in the management companies of the groups with the participation of the financial department of the holding company management. At the same time, the task of organizing a single managed cache was solved in virtual mode. The management specialists of the holding company began to manage payment means based on the consolidated balance for all companies. A number of agreements were reached with the servicing bank, which ensures the rapid movement of money within the holding. Of course, such a scheme is far from modern systems cash pooling, but the needs of the management mechanisms were fully achieved by it.

Investment project management

The project management structure was made three-stage:

project planning- creating a schedule with a Gantt chart, preparing and analyzing a pool of resources, working with prospective contractors. Already at this stage, the task was to detail the project plan to contracts. Of course, this is not always possible, so it was not a prerequisite;
execution design- detailed design, coordination and conclusion of contracts. Investment activity without contracts is not carried out in principle. At this stage, there was a clear understanding of the specifics of the project actions, the terms, volumes and amounts were fixed. The introduction of this stage took place “with a creak”, since the expenditure of investments (especially in construction) is the eternal “feeding trough” of middle managers who work directly with contractors;
performance- from the point of view of the management apparatus, information confirming the fact of execution was important. It was regulated that no later than one day after the contractor closed its obligations under the contract, this information should be displayed in the system. Since the contract had already been designed at the previous stage, the confirmation procedure was reduced to setting the “Completed” flag in the contract obligation card. The curators of the contract should have entered this information due to the fact that they have the most up-to-date information on the progress of the project.

On the example of the investment project management model, one can trace the matrix structure of decision-making on each specific action.

At the planning stage, the necessary resources are developed, actions are coordinated by the general holding strategic plan, and general decisions are made about the parameters of the project.

At the second stage, a roadmap of specific actions for the project is created, which is consistent with the relevant services (accounting, finance, economics, security, functional departments, etc.). All project activities are accepted in advance. In case of deviations, they are also agreed, the reasons are clarified, and the necessary measures are taken.

The third stage ensures that all stakeholders are informed about the status of the project online in exactly the format in which it was agreed upon by them. Thus, economists see budgets in terms of income and expenses, financiers - the movement of means of payment, functional services - terms and natural volumes of execution. And each service has the ability to quickly respond to changes in the project within its competence.

Results achieved

On fig. 3 shows the resulting solution in general terms (result structure).

Needs

All needs, including investment, began to be processed in the form of applications. We need food for calves - we fill out an application, we need cognac at the reception of the general director - also only on request, if you want to purchase Gazprom shares - do not forget to report your need in the application format. Moreover, the documents were submitted in natural-value format. A requirement coordination procedure was developed, which indicated the deadlines for compiling applications, coordination options and parameters for improvements (for example, purchasing from another supplier or another product variant, replacing with a product of our own production, etc.).

The process of implementing such a methodology, of course, was overshadowed by certain difficulties, since many managers "did not see" the opportunity to plan their needs. The project team had to work individually with almost every employee. But the result exceeded all expectations, as it allowed not only to create planned budgets, the accuracy of which exceeded 80%, but also to design the holding's activities in the context of each organizational function. Some departments of the holding's management company, having seen such results, began to create consolidated schedules for the activities of subordinate units throughout the holding.

Planning

The accuracy of planning data has increased to 80%. This target was reached three months after the completion of the project. In addition, there has been a tendency for an even greater increase in accuracy due to the improvement of methods of in-kind cost planning (demand requests).

This effect was achieved, among other things, due to a number of changes prepared by the working group to optimize investment activities. Despite the fact that the goal of the project was focused precisely on monitoring the execution, without adequate planned data, there is simply nothing to control. Therefore, the regulations for the development of investment projects were revised to include procedures for submitting and coordinating requests for needs.

Based on these requests, planned budgets have become a real tool for managing the company's operations, allowing you to quickly identify unplanned spending.

Execution projects

This is how contracts began to be called from the moment their unapproved version was created until the moment of full execution. It has become customary to call each transaction (delivery) a contract, since even a single specification has its own individual characteristics that need to be analyzed and managed. In fact, the processes of working with contracts have become focused on the implementation of the second level of needs control. Each contract is a well-designed "road map" for meeting any need, which describes the sequence of actions of all parties, their control points and tools for analysis and audit.

Execution

Managers began to work according to pre-prepared and approved schedules. This approach significantly reduced labor costs for the execution of daily activities, minimized the risks of missed deadlines.

In terms of the fulfillment of financial obligations, it became possible to predict the movement of funds with high accuracy. This was also facilitated by the introduction of a system for assessing the probability of fulfilling obligations. Is it possible to count on the receipt of money from the customer? Will the supplier ship the goods? Will the bank give a loan? Today, on the basis of the developed regulations, the risk assessment system continues to develop, since this mechanism must exist in the same dynamics as the company itself. The structure of the holding has changed - the rules for assessing risks have changed, a new direction of activity has been opened - additional types of risk, methods for their assessment, and response measures are being developed.

The target task of ensuring the possibility of coordinating payments of all organizations of the holding in the managing company of the holding was exceeded by six times: the processes of approving applications for funds began to take place not in a day, as originally planned, but in four hours, from filing an application to its approval in the financial department of the parent company. The exception, as always, was force majeure situations, but managers have much more time to analyze such incidents and develop the optimal management decision as a reaction to them.

Work with investment projects at the execution stage was singled out as a separate intra-corporate function. But its order has not changed - there is a work schedule based on the concluded contracts, there is the fact of execution in the context of the same contracts and deviations, to which certain company services must respond within their competencies.

Conclusion

The project, the essence of which is briefly outlined above, lasted a year and a half. Six consultants were involved, including a project manager and four technical specialists. On the part of the customer (holding), the project team at different stages of work consisted of up to fifty specialists. The client's project office, consisting of dedicated staff for this work, operated with only four people involved.

Currently, the implemented changes continue to develop and produce new results. And the formalization of culture that has taken place in the company plays an important role here. project approach to management and methods of detailing managerial actions.