In the modern business world, there are a lot of official, regulated, corporate, ethical and other rules. Many of them relate to the correct documentation. In addition to business etiquette, it is necessary to comply with legal and legislative recommendations. First of all, it is necessary for the financial and administrative security of its own organization and its participants. One of the most important points in the design of business papers is the correct preparation of various kinds of agreements and additional agreements. This article details the latter. Below will be described the meaning, sections, content, details and other points relating to this topic. A sample supplementary agreement will also be provided.
The basis for registration
Any business, economic or financial transaction must have a basis, according to which the document described in this review is drawn up. For an additional agreement, such is a contract or contract concluded between organizations or individuals earlier, and requiring amendments at this stage of cooperation. The reasons why it may be necessary to arrange this paper can be very diverse. In some cases, signing it may be the only way out. In others, this is the most rational approach to solving the problem. There are situations in which the conclusion of an additional agreement is not possible. We will analyze all these situations in detail below.
Description of the term
A supplementary agreement is an act concluded between the parties to an agreement in the event of certain circumstances. It is concluded when it becomes necessary to make any changes to the contractual relationship. In the future, the terms of the supplementary agreement become an integral part of the contract. To put it more simply, a contract without this application becomes legally invalid. The same situation is in the reverse order - the agreement is not valid without the contract.
For what purposes
The signing of an additional agreement is practiced in many areas - from sales to personnel. Everyone has their own nuances, but in terms of structure and general sense they are identical. Their use makes sense when making various kinds of changes to the basic conditions of the contract. So, for example, additional agreements can be drawn up in the following situations:
- extension of the terms of the contract for which the shipment of the declared quantity of goods has not yet been completed;
- an increase in the batch of delivered goods in the current contract;
- renewal of the employment contract;
- transfer of an employee to another workplace;
- the assignment of additional duties to the employee for a period of more than a month with an increase in wages;
- expansion of the leased area to the lease;
- reorganization or change of ownership in the company of the employee;
- change of payment or tax details of one of the parties to any contractual relationship;
- change of registration address of one of the parties to the relationship.
As can be seen from the list above, an additional agreement can be drawn up for almost any transaction that is of a contractual nature. This can be a supply contract, and a lease, and a labor contract, and a contract for a contract, loan, purchase and sale, leasing, and provision of services. On the part of the legislation, there are no special requirements for the variety of legal relations between participants in this matter.
Sample document content
Any document should have a clear structure and specifically reflect the essence and meaning for which it was drawn up. The clauses of the supplementary agreement must fully comply with this principle of record keeping. In addition, an incorrectly executed document can be rejected by lawyers in a lawsuit, if the situation requires it. The model supplementary agreement should contain the following clauses to accurately reflect the conditions agreed upon by the parties:
- reference to the primary contract, the terms of which are amended, its number and date;
- names of organizations-parties and data of persons who represent them;
- data of documents on the basis of which these persons act (charter, power of attorney, order, certificate of registration of an individual entrepreneur);
- new conditions that are introduced into the contractual relationship;
- obligations of the parties;
- details of the parties (payment, tax and registration);
- signatures of responsible persons and stamps of organizations.
Document form
Contracts of various kinds, as well as additional agreements, do not have a clearly established form. You can add something to each of them, remove something. Naturally, the form of the supplementary agreement should contain the minimum information that is legally necessary. However, it is not necessary that it will contain all the items of standard samples created on the example of huge corporations, so often flashing on the Internet. It is necessary to include in this document exactly the information that fully reflects the essence of the transaction, reduces the chances of misinterpretation of operations and reduces the risks of the organization losing in court in the event of such a situation. It is not necessary that this document be executed on letterhead, it is not necessary to draw logos, although some companies still try to use only branded symbols and notes in their papers. It is enough that the paper will guarantee the organization the observance of its rights.
Features of the compilation
When drawing up an additional agreement, you should be especially careful about several nuances. Firstly, the agreement to the contract should clearly spell out the clauses and specific conditions of the original document, which are subject to change. Before signing the document, all parties should carefully read this piece of text. This is necessary, since after signing these parts of the main contract will lose their legal force, and the innovations of the agreement will acquire it.
Also, when drafting a document, it is worth remembering that each of the parties to the contract should receive its own copy. In practice, the parties are most often two, which means there should be so many copies of the supplementary agreement. If there are more parties, respectively, and equivalent copies are printed and signed according to their number.
All the rules for the execution of contracts, annexes and agreements to them are spelled out in the Civil Code of the Russian Federation. All these requirements must be strictly observed.
When it is impossible to draw up an agreement
It was said above that an additional agreement can be drawn up to almost any contract. However, there are situations in which this cannot be done. A vivid example is the actual execution of a contract or the expiration of a long period of time from the date of its termination. So, it does not make sense to extend the supply contract when its term has expired long before the decision to extend cooperation or the party limit has already been used up, which is prescribed in the main document, the validity of which has come to an end. It is not possible to draw up an additional agreement to a loan or leasing agreement if the debt has already been paid. That is, it can be concluded that an additional agreement should not be drawn up in cases where the main contract has already lost its significance for the parties.
Approval and Signing Procedure
The decision to draw up an additional agreement is not a matter of seconds. In order to issue this document and give it legal force, it is necessary to go through several stages.
- At the first stage, a proposal is made to the other party to amend the existing contract. The second party or parties should support this proposal.
- At the second stage, a draft agreement is developed, necessary conditions are introduced, details are filled in. Next, the project is presented to the companion.
- At the third stage, the parties consider the project, approve or cancel the points, add their own corrections, make compromises, and eventually come to a consensus.
- At the fourth stage, the final version of the agreement with the agreed changes is issued, which is signed by all parties and presented to each of them.
Document Validity Period
The duration of the supplementary agreement must be specified in the document itself. For example, if it is an extension of the contract, it should indicate a specific date by which the amended contract will be valid. Usually, renewals are carried out for a calendar year.
If the exact date is not indicated, the agreement is valid until the parties fulfill their obligations under the contract and the conditions of the document itself, written in its body.
Applications
The contract may be supplemented by various annexes containing various information important for a particular transaction. For example, it can be specifications, acts of acceptance, defect detection protocols, quality certificates and other documents. Appendices to supplementary agreements, however, cannot always be drawn up. The key point is that the availability of applications must be specified in the contract itself and in the supplementary agreement. If the delivery of goods is accompanied by specification according to the terms of the contract, then the application has the right to life, and even more so, must be released. If there is no such clause in the main document, then they will not have legal force.
Renewal of an agreement by agreement
In the agreements of most varieties there is a clause on the validity period. It may contain a wording on automatic prolongation if the parties have not expressed a desire to terminate cooperation after a certain time, on the termination of the contract for the parties to fulfill all their obligations to each other, or there may be a certain specific expiration date. An additional agreement on the extension of the contract is drawn up if the main document is not automatically extended, and the obligations in fact have not been fully fulfilled. Then a draft agreement is created and discussed. Then the originals are signed, in which the agreed expiration date is indicated. From the moment of signing, the agreement shall enter into force.
Features of termination agreements
An additional agreement may be concluded not only with the aim of extending contractual obligations, but also with the intention of terminating them. This approach is possible if one of the parties (or both) has unfulfilled obligations to the partner, but both companies do not see the point in continuing to cooperate. In this case, the supplementary agreement describes the items, the implementation of which ceases to be significant for the transaction. Organizations come to a compromise, sign an agreement, and from that moment cease the transaction.
Typically, companies benefit from these kinds of agreements. Even if the counterparty is not able to fulfill its obligations, they can recover a fine, arrears or interest. Usually the insolvent partner somehow compensates for its inability to fulfill the terms of the contract. All this is prescribed in the text of the agreement and has legal force.
Agreements in employment contracts
Agreements to an employment contract are supplementary agreements that are often applied in relations between an employer and a subordinate. It also has its own nuances, but in general, the compilation procedure and content correspond to the overall composition. The main situations in which it is necessary to draw up amendments to the employment contract by an additional agreement are the following:
- part-time transfer to the main job;
- change in the terms of remuneration (increase, decrease, change in tariffing or method of calculating salaries)
- change of work schedule;
- change in staffing and job titles;
- change of the head, owner of the organization;
- moving between company departments.
The most important nuance is the period of notification of the need to conclude an additional agreement. The bosses must notify employees of all changes in work at least two months prior to their entry into force.