Grant authority to sign. The right to sign primary documents. Sample order for the right to sign financial documents

According to Art. 9 Federal Law “On Accounting” dated December 6, 2011 No. 402, each fact of the economic life of an enterprise is subject to registration as a primary accounting document. Primary documents include any papers related to accounting and tax accounting:

• invoices;
• money orders;
• acts;
• extracts;
• certificates;
• waybills, etc.

Let us turn to the opinion of the Russian Ministry of Finance, expressed on this matter in Information dated December 4, 2012 No. PZ-10/2012. According to it, the head of each organization must determine a list of persons who will be given the opportunity to certify primary accounting documents.

The right of first and second signature is distinguished. The first belongs to the leader. To grant such a right, a sample order on the right of first signature is used. The second belongs to the chief accountant of the organization. If necessary, the director of the enterprise determines who should delegate the certification of certain papers. Basically, it is provided to employees who, due to their duties, often have to work with the primary office: heads of separate divisions and branches, accounting employees, employees of economic departments, etc. Third parties not related to the company are not given the opportunity to sign papers.

If it is necessary to delegate authority, the manager decides how to grant his employee the right to sign. This can be done in two ways:

• using a power of attorney to sign the primary document;
• approval of a special order.

Now let's figure out in what cases it is necessary to draw up a power of attorney, and in what cases - to issue an order.

Power of attorney

It is appropriate in cases where papers are signed not only within the enterprise, but also in other places. For example, when a freight forwarder driver receives cargo from a partner organization’s warehouse or when an accountant receives a bank statement, etc.

Order

It applies only to those persons who work in the company and receive the right to certify strictly internal corporate papers.

After drawing up the decree, the director must certify the signatures of the employees indicated in it with his autograph. The duration of the order is determined on an individual basis: an order for the right to sign primary documents can be of an indefinite nature, or can be drawn up for a specific period, depending on the situation within the company.

Regardless of whether an administrative act will be drawn up or the manager will give his preference to a power of attorney, the form must indicate:

• personal data of the authorized person;
• names of papers that it will be able to sign;
• If a power of attorney is issued, its validity period should be additionally indicated.

Procedure for transferring signature rights

Giving an employee these powers is formalized as follows.

All the necessary details are entered into the sample order for granting the right to sign:

• order number;
• Date of preparation;
• Company name;
• the locality in which the enterprise is registered.

In the main part, the sample order for the right to sign documents must contain the data of the employee (or employees, if the order concerns several persons):

• job title;
• FULL NAME.;
• a list of documents that an employee has the right to sign;
• executive visa;
• sample signature of an authorized person.

The employee should be made aware of this decision. He must sign as a sign of familiarization with it and express agreement with the responsibilities transferred to him. Since there is no unified order form for this case, you can develop the form yourself, based on our samples, and use it in your work.

September 5, 2012

Accounting News, No. 33

Delegation of authority to sign documents in the absence of a manager on site is a very important tool for improving and optimizing the work process. The main thing in this is the correct execution of documents for the transfer of signature rights.

Dalia Demina

Lawyer Intercomp

A signature is a handwritten signature of an official or other authorized person of the organization, certifying the authenticity or certifying a copy of a document. A signature is a mandatory document requisite.

Let us consider in more detail the delegation of authority to sign documents on behalf of a legal entity. The heads of organizations cannot always be on site and sign documents; they often travel and go on business trips. Therefore, the authority to sign documents is often delegated to other employees or other persons.

In accordance with Order of the Ministry of Finance of the Russian Federation No. 34n dated July 29, 1998, documents used to formalize business transactions with funds are signed by the head of the legal entity and the chief accountant or persons authorized by them. The list of persons authorized to sign primary accounting documents is approved by the head of the legal entity and in agreement with the chief accountant.

Registration of the right to sign an order

The right to sign documents for other authorized persons is formalized in the form of an appropriate order or power of attorney, depending on whether the person vested with the right to sign is on the staff of the legal entity. Since the order is an internal document, the right to sign on it can only be transferred to an employee of the organization. The order must indicate the reason for the transfer of authority, the position and surname of the person who is assigned the duties or the date of commencement of the duties of the manager. A power of attorney involves the transfer of the right to sign documents to a person not related to the organization by labor relations. A power of attorney on behalf of a legal entity can only be issued by the general director or founders of this legal entity.

In accordance with paragraphs. 7.5, 7.6 Instructions of the Central Bank of Russia No. 28-I dated September 14, 2006, on financial documents the right of first signature belongs to the head of the legal entity (sole executive body), as well as other persons (except for the persons specified in paragraph 7.6 of this Instruction), vested with the right of first signature by an administrative act of a legal entity, or on the basis of a power of attorney issued in the manner established by the legislation of the Russian Federation, and the right of the second signature belongs to the chief accountant of a legal entity and (or) persons authorized to maintain accounting records, on the basis of an administrative act of a legal entity . The head of the organization can transfer the right to sign documents to other persons on the basis of an appropriate order or power of attorney issued in accordance with the legally established procedure. As stated in Letter of the Central Bank of the Russian Federation No. 31-1-6/1244 dated June 14, 2007, a power of attorney, job description, as well as an order of appointment to a position will be appropriate documents to confirm the right of the first or second signature only if they directly indicate that this person is granted the right of first or second signature.

If it does not directly follow from the documents submitted to confirm authority that the employee has the right of first or second signature, but the presence of this right is a consequence of his occupation of a certain position, an appropriate document (for example, a job description) must be submitted confirming that this right employee signatory rights. Otherwise, it is necessary to have an order (instruction) from a legal entity containing an instruction on granting the employee the right of the first or second signature or a corresponding power of attorney.

The right to sign can be granted to both full-time employees and third parties. At the same time, the right of first signature cannot be granted to the chief accountant or other persons having the right of second signature. It is also not allowed to vest one person with the right of first and second signature at the same time (in accordance with clause 7.9 of the Instruction of the Central Bank of the Russian Federation dated September 14, 2006 No. 28-I).

In the absence of a chief accountant position in the organization's staff, his responsibilities for maintaining accounting records and granting the right to sign financial documents may be assigned to the general director. The assignment of such duties is formalized by an appropriate order.

In this case, on financial documents submitted to the bank, the handwritten signature of the general director is affixed to the bank card with sample signatures, and in the “second signature” field it is indicated that there is no person with the right of second signature (in accordance with clause 7.10 of the Instructions of the Central Bank of the Russian Federation dated September 14, 2006 No. 28-I).

The “Signature” requisites include:

• job title of the person who signed the document;
• personal signature;
• decryption of signature (initials, surname).

When signing a document, it matters whether the document is issued on a form or not.

If the document is drawn up on a letterhead, the signature includes the job title of the person signing the document (the name of the organization is presented on the form), his signature (signature), initials and surname (signature transcript).

If the document is not on letterhead, the name of the organization is included in the job title.

When a document is signed by several officials, their signatures are placed one below the other in a sequence corresponding to the hierarchy of positions.

Registration of the right to sign a power of attorney

In accordance with paragraph 1 of Art. 185 of the Civil Code of the Russian Federation A power of attorney is a written authority issued by one person to another person for representation before third parties. Addressed to persons before whom the representative will represent the interests of the legal entity. A power of attorney represents a unilateral transaction and can be issued in the name of one or more persons.

The validity period of the power of attorney cannot exceed three years. If the term is not specified in the power of attorney, it remains valid for a year from the date of its execution. A power of attorney that does not indicate the date of its execution is void (Clause 1 of Article 186 of the Civil Code of the Russian Federation).

A power of attorney issued by way of delegation is valid only if notarized in accordance with clause 3 of Art. 187 of the Civil Code of the Russian Federation (except in certain cases). The validity period of such a power of attorney cannot exceed the validity period of the power of attorney on the basis of which it was issued.

In accordance with Article 53 of the Civil Procedure Code of the Russian Federation, a power of attorney on behalf of a legal entity is issued signed by its head or another person authorized by its constituent documents, sealed by the seal of this legal entity.

A power of attorney is a written document, to be recognized as valid it is necessary to comply with a number of mandatory details:

• The name of the document is “Power of Attorney”;
• Registration number - a serial number is indicated; usually the organization maintains a register of issued outgoing documents;
• Place of execution of the power of attorney - indicates the locality where the power of attorney was issued;
• Date of execution of the power of attorney (must be indicated by virtue of Article 186 of the Civil Code of the Russian Federation). If the power of attorney does not contain this detail, then it will initially not have legal force - it will become void. It is customary to indicate the date of the power of attorney in full in words (day, month, year), and not in numbers;
• Text of the power of attorney – indicate the organization’s data (name, legal address, TIN), last name, first name, patronymic, passport details, registration address of the authorized representative, scope of powers, validity period (if not specified, the validity period is considered to be 1 year from the date of issue of the power of attorney) ;
• Manager's signature;
• Seal of a legal entity.

If the power of attorney is drawn up on several sheets, it should be stitched and the sheets numbered; The binding is affixed with the signature of the person authorized to sign powers of attorney on behalf of the organization, and a seal is affixed.

Documents used in the article:

• Order of the Ministry of Finance of the Russian Federation dated July 29, 1998 No. 34n “On approval of the Regulations on accounting and financial reporting in the Russian Federation.” In ed. from 12/24/10.
• Instruction of the Bank of Russia dated September 14, 2006 No. 28-I “On opening and closing bank accounts and deposit accounts.” In ed. from 25.11.09.
• Civil Code of the Russian Federation (part one) dated November 30, 1994 No. 51-FZ. In ed. from 06.12.11, as amended. from 06/27/12.

Order on the right to sign primary documents (sample)

The chief accountant and the head of the organization every day in their work are faced with the fact that they need to sign a large number of different documents: supply agreements, primary documentation, employment contracts or other financial documents. But what to do if an employee gets sick, goes on vacation or is on a long business trip? A sample order on the right to sign primary documents with an example of completion in this article will solve this problem.

Options for transferring signature rights

In accordance with the legislative acts of the Russian Federation, there is a concept of the first and second signature. The first signature always belongs to the head of the organization, the second signature belongs to the financial director or chief accountant of the company. The situation becomes more complicated if the first and second signatures belong to the same person, when the manager has assigned himself the duties of an accountant, which often happens in small enterprises.

Reasons why a manager can delegate powers and issue an order on the right to sign primary documents:

• The person in charge of the organization is on vacation, on sick leave, or on a long business trip;
• The organization’s work schedule does not coincide with the work schedule of the company’s top officials, for example, a wholesale warehouse is open 24 hours a day, seven days a week, but the manager has a different work schedule;
• The organization's document flow has too large a volume of incoming and outgoing documents; it is unrealistic for one person to cope with such a quantity.

It is impossible to prepare documents without the signature of the organization's top officials. In such cases or under other circumstances, an order is issued on the right to sign primary documents indicating the full list of persons who have the right to sign for the head of the company or chief accountant.

The right of first signature cannot be transferred to the chief accountant or other person who has the right of second signature on financial and other documents.

The right to sign financial or other documents can only be transferred to an employee of the organization, and since the organization’s staffing may change, it is advisable to draw up an order annually.

It is worth noting that this order does not apply to bank documents, for example, a checkbook, since the right to sign is limited to the circle of persons specified in the bank card of the organization’s sample signatures and cannot be transferred to other persons.

We draw up an order

Order on the right to sign primary documents (sample)

The order on the right to sign is drawn up on the official letterhead of the organization accepted for orders.

The mandatory points of the order are:

• Full names of employees;
• The position of the person who is trusted to sign documents;
• Deadline for granting signature rights;
• Sheet with sample signatures of principals and proxies.

If the head of an organization has concerns that employees may harm the company and sign “something wrong,” a list of documents is drawn up. In normal financial and economic activities of an organization, it is advisable to transfer the right of signature to the manager and chief accountant for the following series of documents:

• Certificate of completion;
• Consignment note for shipment or acceptance of goods and materials;
• Invoice;
• Cashier-operator's journal, cash documents;
• Standard supply contracts concluded with buyers;
• Power of attorney for receiving inventory items.

There is a common misconception that there is no need to create any orders, it is easier to order a stamp and put a facsimile everywhere, but a facsimile signature can be used if it is expressly provided for by law or by agreement of the parties to the transaction.

When preparing accounting and tax accounting documents, an organization requires “live” signatures of the manager and chief accountant. The tax services of the Russian Federation have a negative attitude towards primary documents in which a “facsimile” stamp is affixed instead of a signature. When issuing an invoice, the tax authorities generally deny the possibility of a facsimile signature. If you want to avoid disagreements with tax inspectors, you should not sign documents with a facsimile signature.

An order on the right to sign primary documents is written in cases where the head of an enterprise needs to authorize one of his subordinates to endorse various documentation.
As a rule, this practice is common in large and medium-sized organizations, where the director does not physically have the opportunity to get acquainted with and endorse all current papers.

FILES

What are primary documents

Primary documentation includes any accounting and tax accounting documents:

• acts,
• extracts,
• certificates,
• waybills, etc.

For the most part, these documents must be executed without a single mistake and at the same time be endorsed by the signatures of responsible employees and/or the director of the company.

Who has the right to sign primary documents

Basically, the right to sign is granted to those employees who, due to their duties, constantly encounter the “primary”:

• specialists from accounting and economic departments,
• managers and heads of sales departments,
• delivery drivers,
• logisticians,
• employees and managers of remote branches and separate divisions.

Who draws up the order

An order can be written by any employee of the enterprise whose duties include performing this task, who has the necessary competence, knowledge and skills in drawing up administrative documents.
Most often this is a legal adviser, personnel officer or secretary.

But whoever is directly involved in writing the order must submit it to the director of the company for review and approval, since without his signature this document will not be considered valid.

Procedure for granting signature rights

First of all, the management of the enterprise identifies employees who, due to their line of work, constantly encounter various types of documents. Then it is decided how to grant them the right to sign. This can be done in two ways:

• drawing up a special power of attorney,
• writing an order.

Power of attorney is appropriate in cases where documents are signed not only on the territory of the enterprise, but also in other places: for example, when a freight forwarder driver receives cargo from a warehouse of a partner organization or when an accountant receives a bank statement, etc. Another distinctive feature of a power of attorney is that it can be issued not only to a full-time employee of the enterprise, but also to an outside person.
Order The same applies only to those employees who are registered in the company and receive the right to sign strictly internal corporate documents.

After drawing up the order, the head of the enterprise must verify the signatures of the subordinates mentioned in it with his autograph.
The duration of the order is determined individually: it can be of an indefinite nature, or it can be drawn up for a period of one quarter, six months, a year, etc. depending on the situation within the company.

Basis for the order

According to generally accepted standards for drawing up orders, any such document must have some basis. In this case, this is the Federal Law on Accounting dated December 6, 2011 No. 402 (Articles 7 and 9). At the same time, the order can indicate either a direct link to it or simply write “In order to ensure compliance with the norms of current legislation” - such wording will also not be considered a violation.

How to write an order: basic rules and sample

Today there is no single unified form for an order for the right to sign primary documents, so enterprises and organizations can write it in any form or according to a model approved in the accounting policy of the enterprise.
However, some standards must still be adhered to. In particular, the order must indicate:

• order number,
• date of compilation,
• Company name,
• the locality in which the enterprise is registered.

In the main part, it is necessary to list everyone who is given the right to sign primary documents, indicating:

• positions,
• surname-name-patronymic,
• a list of documents that a particular employee has the right to sign.

It should be noted that the order may concern either one employee of the organization or an entire group of persons.

How to place an order

The approach to drawing up orders can also be absolutely anything: companies have the right to use simple A4 or A5 sheets or their own letterhead to write these administrative documents. In this case, the order can be written by hand or printed on a computer - this does not play any role in determining the legality of the document.

However, with all this, the order must be certified by the signature of the head of the enterprise or any other employee authorized to endorse such papers.

In addition, everyone who is mentioned in it, as well as the employees appointed responsible for its execution, must be familiarized with the document for signature.
Whether to put a seal on the order or not is the choice of the drafter, since it relates to the internal document flow of the company; moreover, since 2016, the requirement for the mandatory use of seals and stamps in the activities of legal entities has been abolished by law.

The order is usually drawn up in a single original copy.

After writing the order

After the order is properly written, executed and issued, for the entire period of validity it must be kept together with other administrative papers of the company. After losing its relevance, it should be transferred to the archive, where it should be stored for the period established by law or local regulations (but not less than three years), then it can be disposed of.

A signature authenticates a document and makes it valid. An incorrect signature can lead to a challenge in court and cause many other troubles. Entrepreneurs should know the basic rules for document approval in order to avoid getting into unpleasant situations when a document may be declared unenforceable.

• Who has the right to sign important documentation, and can this right be delegated to others?
• How to place your signature in accordance with the rules of office work?
• What if several people must sign at once?

Signature required

The entire economic life of the organization is accompanied by written documentation. Charters, reports, declarations, contracts and other documents have legal force if they are made in writing, and evidence of writing is the presence on the documents of the signature of the parties or responsible persons having the necessary authority.

Who has signing authority?

Who has the right to sign a particular document must be clearly stated in the relevant regulations, which may include:

• constituent documents of the organization;
• job description;
• local regulations;
• order;
• order;
• power of attorney.

Absolute right of signature(without a power of attorney or other special justification) is owned by a manager, that is, a director or chairman of the board. Its data must be contained in the state register (Unified State Register of Legal Entities or Unified State Register of Individual Entrepreneurs).

IMPORTANT INFORMATION! If, when registering an enterprise, the manager gives the right to sign without a power of attorney along with himself to another person or persons, this information is also entered into the register.

IP one for all

An individual entrepreneur who has the right to perform the functions of a chief accountant can put his signature not only on documents requiring a director’s visa, but also sign in the “chief accountant” column, for example, on a bill of lading.

Signature by proxy

Power of attorney is a written document that delegates certain powers. In our case, this is the transfer of the right to sign. This can only be issued by a person who has this right unconditionally according to the constituent data, that is, most often, a representative of the management.

The format of the power of attorney and the format of the document being signed must match. For example, if a transaction that requires notarization is signed under a power of attorney, then the power of attorney must also be notarized.

If you strictly follow the rules, then the document must contain an indication of the signatory’s right to act on behalf of the organization: a signature based on the constituent documents, an order or instruction from management, a power of attorney.

NOTE! If a power of attorney is issued on behalf of a legal entity, then it must be issued by the director or another person specified in the constituent documents.

Who should sign the document if the director is absent?

If the person with the absolute right to sign is for any reason absent from his/her workplace at the time the signature is required, this option should be provided in advance. There are several ways to resolve this situation:

1. Provide in the constituent documents the possibility of signature for the deputy director or other official.
2. Issue a power of attorney for signature by an authorized person (you can do this immediately for a long period, for example, for a year).
3. Issue an order or instruction for the right to sign a specific document (one-time option).
4. Use in cases where it does not contradict the law.

Signed by I.O.

If the document is signed by the acting director or his deputy, the right to sign is delegated to him on the basis of the above documents. At the same time, there is no need to indicate “acting” in the signature itself; according to GOST rules, only the name of the position is required, which for the employee who temporarily assumed management responsibilities remained the same. This must be indicated when the document is endorsed. It is also unacceptable to use a slash and the use of the preposition “for” before the signature.

IMPORTANT INFORMATION! Documents signed by the acting official in violation of the design of this detail (with the letters “i.o”, slash or preposition “for”) cannot be notarized, they can be challenged in court.

In the place of the director - the signature of the acting director

If on the form the position of director is in the place intended for signature, and the person signing is acting, then you need to cross out the printed phrase and enter the name of the real position of the signatory. The same should be done if the surname and initials of the absent manager are printed. Corrections are made in handwritten form.

What cannot be a facsimile?

An imprint of a sample signature, which is so easy to give to any employee and therefore very convenient to use, cannot be left on all documents. Legal grounds prohibit placing such a signature, which does not require the “live” participation of an authorized person, on the following documents:

• related to bank payments;
• various statements;
• personnel papers;
• declarations;
• invoices;
• cash documents;
• contracts that need to be registered;
• powers of attorney.

You can leave facsimile signature when exchanging documents within the framework of one contract, if:

• a contract signed in the usual way provides for this possibility;
• There is an agreement between the partners on the use of facsimile clichés.

Such papers can be commercial offers, letters, acts, specifications, etc.

How is the “signature” requisite completed?

It would seem that what could be simpler - to put your signature? Meanwhile, this is as serious a requisite as the name of the organization and its banking attributes. Therefore, the correctness of its execution must coincide with the requirements for office work.

Signature elements

The signature as a prop consists of three parts.

1. Job title must be indicated in full form in accordance with . If the signature is not on official letterhead, then the name of the organization must be added to the title of the position. It is written with a capital letter. This element is located on the left edge of the document.
2. Personal signature- what is commonly called painting. There are no special requirements for it: it can be either a stroke or a surname with one or more initials. According to unspoken rules, at least one letter from the first name and three from the surname must be clear from the stroke.
3. Full name– initials and surname. It must completely match the passport data, down to the dots in the letter e, if they are present on the identity card. Placed at the level of the last line of the signature.

Signature location

The signature is inseparable from the text of the document. If the text ends at the bottom of the page, then the signature cannot be transferred to a separate sheet if there is no other text on the sheet besides it. It is customary to move at least the last paragraph, while not forgetting about the correct page numbering.

If several signatures are provided, then they are located one below the other in descending order of the nomenclature importance of the positions.

FOR YOUR INFORMATION! If members of the commission sign, then it is necessary to indicate not their actual positions, but their role in the commission (“Chairman”, “Member of the commission”). But they need to be arranged in order of subordination.

IOF or Full Name?

The order of placement of initials - before or after the surname - is determined by Decree of the State Standard of the Russian Federation dated 03.03.2003 N 65-st and the Unified System of Organizational and Administrative Documentation “Requirements for the preparation of documents. GOST R 6.30-2003".

According to these regulations, initials after last name are placed in the following cases:

• when addressing a document to an individual (for example, A.P. Koroleva);
• when declaring or imposing a resolution when specifying the executor (for example, “The order is entrusted to I.I. Romanov”).

If the signature is a requisite, then initials are placed before the surname. There is a dot after the initials; they are not separated from the surname by a space.

Stamp on signature

It is not mandatory for some forms of entrepreneurial activity, for example, for individual entrepreneurs. But for most documents, the presence of a seal will certify their authenticity. Its use is subject to mandatory requirements that must be observed.

1. A seal cannot be placed before a signature, especially on a blank sheet of paper.
2. If the document is drawn up on a special form, then the seal is placed in the place provided for this purpose, imprinted with the letters M.P. (“place of printing”).
3. In other cases, the seal is placed next to the signature; it is allowed (but not required) to overlap part of the personal signature with the edge of the seal. The stroke cannot be completely covered up, since its authenticity must be verifiable.

1. Check your counterparty's signature credentials, especially if this is your first experience of written cooperation.
2. Check not only the identity of the signatory and the authenticity of the authorizing document, but also its validity period.
3. If a document consists of several pages, then each sheet should be signed, and not just the end of the document. You can flash the document and sign each place of the firmware.
4. The constituent documents must provide for the procedure for notifying partners about the transfer of signing authority by management to other persons.