Approval of a major transaction is not required sample. If there is any decision on approving a major transaction. What is the procedure for completing the procedure?

You can adjust your application and resubmit it for review. “clause 5 Decision on approval or execution of transactions on behalf of the supplier based on the results of trading: In the attached decision, the name of our platform must be corrected - JSC “Unified Electronic Trading Platform”, and not OJSC (from September 7, 2015, our ETP was renamed from OJSC to JSC)." For accreditation, is it necessary to indicate the method of public procurement in the decision on approval of transactions? The Arbitration Court of the Moscow District, in its Resolution dated June 29, 2017 in case No. A40-132329/2016, explained that procurement participants do not have such an obligation. If the procurement method is named in the application for accreditation, the operator of the electronic platform has no right to refuse it. Despite the fact that the court supported the participant in this case, it is better to reduce the risk of denial of accreditation in advance.

Sample decision on approval of a major transaction

The fact that it is not necessary to submit a decision on approval of large transactions does not mean that individual entrepreneurs will be accredited under a simplified regime. The remaining requirements are valid for all participants in the bidding, and the form for concluding a government contract may generally contain special conditions. Solution for an LLC For an LLC intending to take part in an open auction, the transaction is considered major if:

the amount is higher than an ordinary business transaction;
property is transferred for temporary use;
the cost of such transactions will be equal to or greater than 25 percent of the company's assets.

The decision to approve a transaction of this type contains not only the verdict of the founders, but also the highest value of the contract.

The document is drawn up both on the basis of legislation and according to the rules enshrined in the charter of the company.

Peculiarities of formalizing a decision to approve a major transaction

Decided: To approve the execution of transactions on behalf of the Limited Liability Company (full name of the legal entity), concluded based on the results of auctions in electronic form, held on the electronic trading platforms of the MICEX "Goszakupki", CJSC "Sberbank - AST", LLC "RTS-Tender", JSC "Unified Electronic Trading Platform", State Unitary Enterprise "Agency for State Order of the Republic of Tatarstan". The maximum amount of one such transaction should not exceed. (amount in words and numbers). The agenda item for the extraordinary General Meeting of Participants of the Limited Liability Company (full name of the legal entity) was considered.

Sample decision on approval of a major transaction for individual entrepreneurs

To do this, we recommend that in the decision on approval or execution of transactions based on the results of procurement, the methods of conducting them: “including an electronic auction.” Who has the right to participate in procurement without a decision on major transactions? There is no need to attach a decision to the application: 1. Individual entrepreneurs. For them, the procedure for approving transactions is not provided for by law.
2.

Info

When participating in an electronic auction, if the current decision was attached during accreditation. At the same time, you need to check: if the procurement NMC is greater than the amount of a major transaction approved in your organization, you need to send an updated decision for the required amount as part of the application. Does the customer have the right to reject a participant’s application if it does not contain a decision on approval of a major transaction? If the purchase is not large for the participant, and there is no solution as part of the application, customers often reject such applications.

Decision on a complaint from an individual entrepreneur

The protocol requires the following information:

date, time and place of the meeting;
persons who participated in the meeting;
voting results for each item on the agenda;
persons who counted the votes;
persons who voted against the approval of the transaction and demanded that this be recorded.

Please note that approval norms do not apply to companies that consist of one participant, and he simultaneously performs the functions of the executive body (Clause 7, Article 46 No. 14 of the Federal Law). Thus, in order to pass accreditation and participate in bidding, we recommend using a sample decision on a major transaction 44 Federal Law both for a company that consists of one founder and for a meeting of participants, which reflect all legal requirements.

The individual entrepreneur has a decision to approve a major transaction

The price is determined based on the following indicators:

You should take into account the composition of the certificate containing data from the accounting report on the value of the company’s property.
Without being able to pre-calculate the amount, the maximum possible amount that the company is able to offer is indicated.
If there is a possibility of preliminary calculation, the amount of the amount is taken into account based on this information.
When taking out a loan, the amount of debt is calculated, as well as interest for using the loan.

According to information from the Civil Code (clause 3 of Article 67.1), it is necessary to notarize this document. However, on the other hand, few people want to notarize a decision with the specified maximum possible amount.

Sample decision to approve a major transaction

What is a decision to approve a major transaction? A transaction will be considered a major transaction if it goes beyond the boundaries of ordinary business activities and is associated with the purchase or sale of property of a joint-stock company (more than 30% of shares) or involves the transfer of property for temporary use or under a license (clause. 1 Article 46 No. 14-FZ). Moreover, in both cases, the price of such transactions must be at least 25% of the book value of the assets of the limited liability company (LLC). The decision to approve such an operation is a document that indicates the maximum price of one contract (clause
8 hours 2 tbsp. 61 No. 44-FZ). If required, it is accepted in accordance with the legislation of the Russian Federation (14-FZ, 174-FZ, 161-FZ, etc.) or according to the rules established in the Charter of the procurement participant. In other options, this is done by a representative of the supplier authorized to obtain accreditation for the ETP.

Decision to approve a major transaction

Chairman of the meeting Secretary of the meeting Agenda:

Approval of a major transaction.

On the issue of approval and execution of large transactions, they heard (Full Name) with a proposal to approve and complete large transactions on behalf of (full name of the legal entity) based on the results of auctions in electronic form held on the electronic trading platforms of the MICEX “Government Procurement” ( etp-micex.ru), CJSC Sberbank - AST (sberbank-ast.ru), LLC RTS-tender (rts-tender.ru), JSC Unified Electronic Trading Platform (roseltorg.ru), State Unitary Enterprise " Agency for State Order of the Republic of Tatarstan" (zakazrf.ru). The maximum amount of one such transaction should not exceed (amount in words and figures) Voted: “for” - %, “against” - %, “abstained” - %. Decision is made.

Company

This document is drawn up by the authorized body (general meeting of participants) of the LLC and may have one of the types of approval:

for a future transaction;
for a completed transaction.

The very concept of “major transaction” includes transactions:

purchase and sale;
loans;
rent;
intellectual property results;
other varieties.

And as part of such a decision, special attention should be paid to reflecting the following data:

price;
subject of the transaction;
information about the second party entering into the transaction (data is not always available for upcoming auctions or other similar reasons);
any other important conditions.

As for the specified conditions, they should be described as precisely as possible, taking into account all maximum or minimum parameters, and all possible alternative options should be considered.
Decision on approval of a major transaction of the sole participant of the company Decision No. of the Sole participant of the Limited Liability Company "Company" 20. The sole participant of the Limited Liability Company "Company", citizen of the Russian Federation Ivanov Ivan Ivanovich made the decision:

Approve transactions made on behalf of the Limited Liability Company "Romashkin Dom" based on the results of auctions in electronic form held on the electronic trading platforms of the MICEX "Goszakupki" (etp-micex.ru), CJSC "Sberbank - AST" (sberbank-ast.ru ), LLC "RTS-tender" (rts-tender.ru), JSC "Unified Electronic Trading Platform" (roseltorg.ru), State Unitary Enterprise "Agency for State Order of the Republic of Tatarstan" (zakazrf.ru).
The maximum amount of one such transaction should not exceed 100,000,000 (one hundred million) rubles.

Founder of LLC "Society" Ivanov I.I.

Decision on a major transaction for individual entrepreneurs during accreditation

Since it was not previously specified how long the decision was valid, the customer approached the consideration of such a decision quite formally, checking by and large its availability and the amount of the permitted transaction, and could not reject the application if the date of the decision/protocol on a major transaction had passed more than a year. What should you do now? 1. Check whether the validity period is indicated in your decision or protocol on a major transaction. 2. If the validity period is not specified, draw up a new protocol of the extraordinary meeting of participants and indicate the decisions made in it.

Attention

If the organization has only one owner, he alone makes such a decision. 3. Make changes to your organization’s documents on each ETP - delete or mark the previous solution as irrelevant and upload a new one. 4. If no changes have been made, a new decision must be attached to each application submitted.

Based on the results of the auctions, prices for the collection and transportation of MSW will be determined (Resolution of the Government of the Russian Federation dated October 20, 2017 No. 1280). With whom is the contract for the collection and removal of MSW concluded? According to clause 2 of Art. 9 of the Law “On Waste...” dated June 24, 1998 No. 89-FZ (hereinafter referred to as Law No. 89-FZ), you must have a license to handle waste. Request for proposals and request for quotations under Federal Law No. 223 Therefore, it is necessary to attach to the second part of the application , documents/declaration that the supplier is a penal institution organization or an organization of people with disabilities. 6. documents confirming the right of a participant in such an auction to receive benefits in accordance with Articles 30 of this Federal Law, or copies of these documents.

Sample decision on approval of a major transaction for individual entrepreneurs

Attention

The decision to approve such an operation is a document that indicates the maximum price of one contract (clause 8, part 2, article 61 No. 44-FZ). If required, it is accepted in accordance with the legislation of the Russian Federation (14-FZ, 174-FZ, 161-FZ, etc.) or according to the rules established in the Charter of the procurement participant.
In other options, this is done by a representative of the supplier authorized to obtain accreditation for the ETP.

Ntvp "cedar - consultant"

According to clause 2, part 1, art. 64 of the Federal Law of 04/05/2013 No. 44-FZ “On the contract system in the field of procurement of goods, works, services to meet state and municipal needs” (hereinafter referred to as Law No. 44-FZ) documentation on the electronic auction along with the information specified in the notice about holding such an auction, must contain the following information: - requirements for the content and composition of the application for participation in such an auction in accordance with Part 3 - 6 of Art. 66 of Law 44-FZ and instructions for filling it out. At the same time, it is not allowed to establish requirements that entail limiting the number of participants in such an auction or restricting access to participation in such an auction.

The second part of the application for participation in the electronic auction in accordance with clause 4, part 5, art.

Peculiarities of formalizing a decision to approve a major transaction

The individual entrepreneur plans to take part in an open auction in electronic form. Should the individual entrepreneur submit a decision to the operator of the electronic platform to approve or complete a major transaction? Having considered the issue, we came to the following conclusion: An individual entrepreneur should not submit to the operator of an electronic platform a decision on approval or execution of a major transaction. Rationale for the conclusion: According to Part 1 of Art. 41.3 of the Federal Law of July 21, 2005 N 94-FZ “On placing orders for the supply of goods, performance of work, provision of services for state and municipal needs” (hereinafter referred to as Law N 94-FZ) to ensure access to participation in open auctions in electronic form (hereinafter referred to as the auction) the operator of the electronic platform (hereinafter referred to as the operator) carries out accreditation of participants in placing an order. Based on Part.
2 tbsp.

Sample decision on approval of a major transaction

Download a sample of a decision on a major transaction for an LLC in .doc format (Word) Approval of a major transaction (video) This video explains how to correctly carry out the procedure for approving a major transaction, and also indicates the legislative acts regulating this process. An incorrectly drafted decision on a major transaction can lead to serious consequences, the main one of which is denial of accreditation on the trading platform. If the supplier considers that the transaction is not large, it is enough, instead of the decision, to attach a certificate that confirms this fact.

The body authorized to make a decision on the approval of a contract or agreement is the meeting of participants of the organization.

Decision to approve a major LLC transaction - writing rules
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Article 46. Major transactions
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Purchasing information
Request for proposals and request for quotations under Federal Law No. 223

The decision to approve a major LLC transaction - the rules for writing the Federal Law, or copies of these documents. Explanations: Art. 14 - Application of national treatment in procurement.

The individual entrepreneur has a decision to approve a major transaction

This document is drawn up by the authorized body (general meeting of participants) of the LLC and may have one of the types of approval:

for a future transaction;
for a completed transaction.

The very concept of “major transaction” includes transactions:

purchase and sale;
loans;
rent;
intellectual property results;
other varieties.

And as part of such a decision, special attention should be paid to reflecting the following data:

price;
subject of the transaction;
information about the second party entering into the transaction (data is not always available for upcoming auctions or other similar reasons);
any other important conditions.

As for the specified conditions, they should be described as precisely as possible, taking into account all maximum or minimum parameters, and all possible alternative options should be considered.

Decision to approve a major transaction

Important

It should be remembered that this document is valid only for the period specified in it. The future transaction must be completed within this specific time frame and no later than that.

The standard period is 1 year. As for the price, you need to indicate the amount that will be offered during the transaction, and its size is selected individually for the situation. On the other hand, even if the size can be any, it would be logical to indicate the maximum possible amount that the company is willing to pay for the successful completion of the transaction.
If the specified amount is not sufficient to consider the transaction “large,” then the consequences are not as critical as it might seem. You just need to formalize the decision to approve the transaction again, taking into account the necessary changes due to which the transaction was not a major one, namely the price.
The price is determined based on the following indicators:

You should take into account the composition of the certificate containing data from the accounting report on the value of the company’s property.
Without being able to pre-calculate the amount, the maximum possible amount that the company is able to offer is indicated.
If there is a possibility of preliminary calculation, the amount of the amount is taken into account based on this information.
When taking out a loan, the amount of debt is calculated, as well as interest for using the loan.

If so, what is the decision to approve a major transaction?

Law 44-FZ must contain, among other things, the following documents: - a decision on approval or on the completion of a major transaction or a copy of this decision if the requirement for the need for this decision to complete a major transaction is established by federal laws and other regulatory legal acts of the Russian Federation and (or) the constituent documents of a legal entity and for a participant in such an auction, the concluded contract or the provision of security for an application for participation in such an auction, security for the execution of the contract is a major transaction. A citizen (individuals) has the right to engage in entrepreneurial activity without forming a legal entity from the moment of state registration as an individual entrepreneur (Clause 1, Article 23 of the Civil Code of the Russian Federation).

The founders' decision to approve a major transaction is required when participating in electronic trading. In principle, all major company transactions require the preparation of such paper. But when conducting electronic trading, a decision is requested separately and is a prerequisite for its completion.

FILES 2 files

Types of document

If the organization has a single founder, who is also the director, then it is necessary to formalize his own decision. The document will be called “Decision of the sole participant” and will not require a general meeting of founders.

If there are several founders and they all came to a common decision to make a major transaction, then a special protocol of the meeting of founders is drawn up. It can be called the decision of the founders to approve a major transaction.

In principle, the name does not play a special role here. The main thing is the content of the paper and compliance with the requirements for document formation.

What kind of deal is considered large?

According to paragraph 3 of Article 46 of Federal Law No. 14-FZ, the cost of property with which a company can conduct transactions can be 25-50% of the book value. Such a transaction can be considered major and requires the convening of an extraordinary meeting of the founders. Naturally, if it does not relate to the normal business activities of the organization. The book value is determined based on information from the last date of the financial statements.

A major transaction can be a lease or a loan. Not only can sales and purchases be considered major transactions, but they tend to be the most common.

Expanding the definition, we can say that not only goods, but also intellectual property can be purchased and sold in a major transaction.

Participants

Decision making in an organization can take place according to several scenarios. Everything will depend on the wording in the constituent documents. The most common situation is when a company has one founder and several participants, but there are other forms. Each participant in the general meeting of founders may have a different percentage of votes. Without a quorum of all founders, the minutes of the meeting will be invalid. The decision is made by a majority vote. Not all founders may be on board with a major deal.

Components of the founders' decision

The paper should have an introductory part in the form of a header and a statement paragraph, as well as a description of the agenda, the decision made and signatures. The header contains standard information about the name of the organization, its details, date and city of compilation. The document must have a number. Through it, the paper is then entered into the registration documents of the organization.

The stating part is descriptive in nature and consists of an indication:

Meeting places. Despite the fact that the city is already indicated, the territorial affiliation in this paragraph is specified by a specific address.
Dates.
Start and end time of registration of participants. This is a formal point, but its presence indicates the conscientiousness of filling out the founders’ decision on the approval of a major transaction by the secretary.
List of meeting participants. A note indicating whether there is a quorum or not is required. Without it, all other actions and signatures will be invalid.
Information about which participant has what percentage of votes. This data is taken from the constituent documents.
Opening and closing times of the meeting.
Full name of the secretary who formalizes the founders’ decision in the proper form.

Agenda

The main part of the decision is the numbered agenda. Numbering is a prerequisite, even if there is only one item on the list. And in this case it will be the item “On approval of a major community transaction.” When describing the discussion, you must indicate in the document:

Subject of the transaction. This can be either a tangible product or intellectual property.
It is planned to buy, sell, rent or another type of action with a large-value product.
The exact price of the transaction.
On what terms is the transaction made?
With whom it is planned to make a major transaction for the organization.

Each of the points in the text of the document must be discussed by the participants. At a minimum, there should be information about who put forward the proposal, its essence and arguments. If all other founders agree, then a unanimous decision is made. If not, then each meeting participant’s opinion is recorded in the minutes. These are the mandatory rules for maintaining these documents.

After each item there should be the phrase “Resolved” and the voting results on the issue raised. These results should be expressed as a percentage. At the end, you can make a note as to whether other questions were raised during the meeting.

Term

In practice, there are situations when the transaction is delayed. In order not to drown in proceedings regarding the legitimacy of the transactions, government authorities have approved a time period during which the decision on a major transaction remains in force.

Automatically, the approval period for a specific transaction will be equal to one calendar year. Unless, of course, the approval period is specified in advance in the organization’s statutory documents or in the minutes of the founders’ meeting. Then the decision on this issue has already been made.

Notarization

According to paragraph 3 of Article 67 of the Civil Code, a notary can certify the founders’ decision to approve a major transaction. The second option is approval by signing by all meeting participants. Naturally, the lion's share of organizations prefers the second option.

But in order for such certification to become possible, it must be stated in the founders’ decision as a separate paragraph. This will be more legally correct. Therefore, in addition to the first point about directly making a decision, the document may also contain a second point: about choosing a method for confirming the decision made. Each of the agenda items has a description in the attached sample of the founders' decision to approve a major transaction.

Case number: 04-03-144-2012

on consideration of complaint No. 144

INSTALLED:

DECISION:

Members of the Commission:

INSTRUCTION

when placing an order

prescribes:

Members of the Commission:

SOLUTION

on consideration of complaint No. 144

About violation of the law when placing an order

The Commission of the Trans-Baikal OFAS Russia for control in the field of placing orders, having considered a complaint received on August 24, 2012 from an individual entrepreneur about violation of the requirements of the Federal Law of July 21, 2005 No. 94-FZ “On placing orders for the supply of goods, performance of work, provision of services for state and municipal needs" by the state customer - the Office of the Judicial Department in the Trans-Baikal Territory during an open auction in electronic form for the right to conclude a state contract for the supply of computer equipment (registry No. 0391100017712000095),

in the presence of: a representative of the customer, a representative of the applicant,

INSTALLED:

On August 24, 2012, the Trans-Baikal OFAS Russia received a complaint from an individual entrepreneur against the actions of the Office of the Judicial Department in the Trans-Baikal Territory during an open auction in electronic form for the right to conclude a state contract for the supply of computer equipment (registry No. 0391100017712000095).

From the substance of the complaint it follows that the applicant submitted an application to participate in an open auction, which, when the second part was considered by the customer, was rejected due to the absence of an appendix in its composition of the decision to approve a major transaction. The applicant considers it unnecessary to require the specified document as part of the applications of participants in an open auction - individual entrepreneurs. Requests to recognize the complaint as justified, to issue an order to cancel the protocol for considering the second parts of applications for participation in an open auction in electronic form dated August 21, 2012 No. 47.1

The customer's representative disagrees with the applicant's arguments, explaining the following.

When considering the second parts of the applications, the commission rejected the individual entrepreneur’s application as not complying with clause 4 of part 1 of the auction documentation and clause 1 of part 6 of Article 41.11 of the Law on Placement of Orders; in particular, the second part of the entrepreneur’s application does not contain a decision on the approval of a major transaction.

The customer's representative considers the rejection of the individual entrepreneur's application to be in accordance with the Law on Placement of Orders and asks that the complaint be declared unfounded.

During the consideration of the complaint by the commission, on the basis of Part 5 of Article 17 of the Law on Placement of Orders, an unscheduled inspection of the placement of the said order was carried out. During the inspection, the following was established.

On August 7, 2012, the government customer posted a notice of an open auction in electronic form for the right to conclude a government contract for the supply of computer equipment. Documentation about the auction was published simultaneously with the notice. The initial contract price was 405,602.30 (four hundred five thousand six hundred two) rubles 30 kopecks. Two applications were submitted to participate in the open auction.

In accordance with clause 4 of part 1 of the auction documentation, as part of the second part of the application, a participant in an open auction must submit in electronic form a decision on approval or on the completion of a major transaction, or a copy of such a decision if the requirement for the need for such a decision to carry out a major transaction is established legislation of the Russian Federation and (or) the constituent documents of a legal entity and if for a participant in placing an order, the supply of goods, performance of work, provision of services that are the subject of the contract, or the contribution of funds as security for an application for participation in an open auction, security for the execution of the contract is a major transaction . Providing this decision is not required if the initial (maximum) price of the contract does not exceed the maximum transaction amount provided for by the decision on approval or execution of transactions provided for the accreditation of a participant in placing an order on an electronic platform.

According to the protocol for considering the second parts of applications for participation in an open auction dated 08/21/2012 No. 47.1 (minutes of summing up the results of the auction dated 08/21/2012 No. 0391100017712000095-3), the individual entrepreneur’s application, due to the absence of the specified decision, was found to be inconsistent with clause 4 of part 1 of the auction documentation and clause 1 Part 6 of Article 41.11 of the Ordering Law; IP T.L.V. was declared the winner.

At the time of consideration of the individual entrepreneur’s complaint, the order is at the stage of signing a government contract.

Having examined the submitted documents and heard the explanations of the parties, the Commission came to the following conclusions.

In accordance with paragraph 1 of part 3 of article 41.6 of the Ordering Law, documentation for an open auction in electronic form must contain requirements for the content and composition of an application for participation in an open auction in electronic form in accordance with parts 4 and 6 of article 41.8 of the said law. The requirements for the content and composition of the second part of the application for participation in an open auction are established by the customer in part 1 of the auction documentation.

As part of the second part of the application, the participant in the open auction must submit in electronic form a decision on approval or on the completion of a major transaction or a copy of such a decision if the requirement for the need for such a decision to carry out a major transaction is established by the legislation of the Russian Federation and (or) the constituent documents legal entity and if for a participant in placing an order, the supply of goods, performance of work, provision of services that are the subject of the contract, or the contribution of funds as security for an application for participation in an open auction, security for the execution of the contract are a major transaction. Providing this decision is not required if the initial (maximum) price of the contract does not exceed the maximum transaction amount provided for by the decision on approval or execution of transactions provided for the accreditation of a participant in placing an order on an electronic platform. The specified requirement of paragraph 4 of part 1 of the auction documentation corresponds to paragraph 6 of part 6 of Article 41.8 of the Law on Placement of Orders.

The Commission found that the requirement for a decision on approval or execution of a major transaction is established by the legislation of the Russian Federation, namely Federal Laws dated November 3, 2006 No. 174-FZ “On Autonomous Institutions”, dated November 14, 2002 No. 161-FZ “On State and municipal unitary enterprises”, dated 02/08/1998 No. 14-FZ “On Limited Liability Companies”, dated 12/26/1995 No. 208-FZ “On Joint-Stock Companies” and other federal laws for legal entities. The requirement for the need for such a decision to complete a major transaction for individual entrepreneurs is not established by the legislation of the Russian Federation.

In addition, to ensure access to participation in open auctions in electronic form, the operator of the electronic platform carries out accreditation of participants in the procurement process, for which, in accordance with clause 8 of Part 2 of Article 41.3 of the Law on the Placement of Orders, the participant in the procurement process submits to the operator of the electronic site a decision on approval or on the completion of transactions based on the results of open auctions in electronic form on behalf of the procurement participant - a legal entity, indicating information about the maximum amount of one such transaction. Thus, when accrediting participants in placing an order - individual entrepreneurs, the operator of the electronic platform does not need a decision on approval or on the completion of a major transaction.

In connection with the above, the auction commission reviews the second parts of applications for participation in an open auction in electronic form, as well as documents sent to the customer by the operator of the electronic site, for compliance with their requirements established by the documentation for an open auction in electronic form. The operator of the electronic platform did not send a decision to the customer to approve or complete a major transaction due to the absence of such a document in the list of documents required by an individual entrepreneur for his accreditation on the electronic platform.

Based on the foregoing, the Commission believes that the provision in the second part of the application of a decision on approval or the execution of major transactions on behalf of the procurement participant is provided only for legal entities and the customer’s rejection of the second part of the individual entrepreneur’s application is unfounded.

Based on the above, guided by Decree of the Government of the Russian Federation dated February 20, 2006 No. 94 “On the federal executive body authorized to exercise control in the field of placing orders for the supply of goods, performance of work, provision of services for federal state needs”, paragraph 1 of part 9 of the article 17, Part 6 of Article 60 of the Law on Placement of Orders, Administrative Regulations approved by Order of the FAS Russia dated November 14, 2007 No. 379, Commission

DECISION:

1. The individual entrepreneur’s complaint is considered justified.

2. To recognize the state customer - the Office of the Judicial Department in the Trans-Baikal Territory - as violating part 7 of article 41.11 of the Law on the placement of orders.

3. Issue to the state customer - the Office of the Judicial Department in the Trans-Baikal Territory an order to eliminate the identified violations by September 7, 2012.

Deputy Chairman of the Commission

Members of the Commission:

INSTRUCTION

for consideration of complaint No. 144 about violation of the law

when placing an order

The Commission of the Trans-Baikal OFAS Russia for control in the field of placing orders, having considered and recognized as justified the complaint of an individual entrepreneur received on 08/24/2012 for violation of the requirements of Federal Law dated 07/21/2005 No. 94-FZ “On placing orders for the supply of goods, performance of work, provision of services for government and municipal needs" by the state customer - the Office of the Judicial Department in the Trans-Baikal Territory during an open auction in electronic form for the right to conclude a state contract for the supply of computer equipment (registry No. 0391100017712000095),

prescribes:

To the state customer - the Office of the Judicial Department in the Trans-Baikal Territory until September 7, 2012:

1. Cancel the protocol of consideration of the second parts of applications for participation in the open auction dated 08/21/2012 No. 47.1 drawn up during the placement of the state order (protocol of summing up the auction results dated 08/21/2012 No. 0391100017712000095-3).

2. Conduct a re-examination of the second parts of applications for participation in an open auction in electronic form, taking into account the application of IP Ch.

4. Submit to the Trans-Baikal OFAS Russia copies of documents confirming the fulfillment of this order by September 10, 2012.

The order can be appealed to the Arbitration Court of the Trans-Baikal Territory within three months from the date of its issuance.

Responsibility for failure to comply with an order is provided for in Part 7 of Article 19.5 of the Code of the Russian Federation on Administrative Offenses.

Deputy Chairman of the Commission:

Members of the Commission:

full version of the article

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on consideration of complaint No. 144

about violation of the law when placing an order

in the presence of: a representative of the customer, a representative of the applicant,

INSTALLED:

The customer's representative disagrees with the applicant's arguments, explaining the following.

At the time of consideration of the individual entrepreneur’s complaint, the order is at the stage of signing a government contract.

Having examined the submitted documents and heard the explanations of the parties, the Commission came to the following conclusions.

DECISION:

1. The individual entrepreneur’s complaint is considered justified.

2. To recognize the state customer - the Office of the Judicial Department in the Trans-Baikal Territory - as violating part 7 of article 41.11 of the Law on the placement of orders.

3. Issue to the state customer - the Office of the Judicial Department in the Trans-Baikal Territory an order to eliminate the identified violations by September 7, 2012.

Deputy Chairman of the Commission

Members of the Commission:

INSTRUCTION

for consideration of complaint No. 144 about violation of the law

when placing an order

prescribes:

To the state customer - the Office of the Judicial Department in the Trans-Baikal Territory until September 7, 2012:

2. Conduct a re-examination of the second parts of applications for participation in an open auction in electronic form, taking into account the application of IP Ch.

4. Submit to the Trans-Baikal OFAS Russia copies of documents confirming the fulfillment of this order by September 10, 2012.

The order can be appealed to the Arbitration Court of the Trans-Baikal Territory within three months from the date of its issuance.

Responsibility for failure to comply with an order is provided for in Part 7 of Article 19.5 of the Code of the Russian Federation on Administrative Offenses.

Deputy Chairman of the Commission:

Members of the Commission:

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on consideration of complaint No. 144

about violation of the law when placing an order

in the presence of: a representative of the customer, a representative of the applicant,

INSTALLED:

The customer's representative disagrees with the applicant's arguments, explaining the following.

At the time of consideration of the individual entrepreneur’s complaint, the order is at the stage of signing a government contract.

Having examined the submitted documents and heard the explanations of the parties, the Commission came to the following conclusions.

DECISION:

1. The individual entrepreneur’s complaint is considered justified.

2. To recognize the state customer - the Office of the Judicial Department in the Trans-Baikal Territory - as violating part 7 of article 41.11 of the Law on the placement of orders.

3. Issue to the state customer - the Office of the Judicial Department in the Trans-Baikal Territory an order to eliminate the identified violations by September 7, 2012.

Deputy Chairman of the Commission

Members of the Commission:

INSTRUCTION

for consideration of complaint No. 144 about violation of the law

when placing an order

prescribes:

To the state customer - the Office of the Judicial Department in the Trans-Baikal Territory until September 7, 2012:

2. Conduct a re-examination of the second parts of applications for participation in an open auction in electronic form, taking into account the application of IP Ch.

4. Submit to the Trans-Baikal OFAS Russia copies of documents confirming the fulfillment of this order by September 10, 2012.

The order can be appealed to the Arbitration Court of the Trans-Baikal Territory within three months from the date of its issuance.

Responsibility for failure to comply with an order is provided for in Part 7 of Article 19.5 of the Code of the Russian Federation on Administrative Offenses.

Deputy Chairman of the Commission:

Members of the Commission:

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State employees, in turn, are burdened with additional obligations to the state, which means that the execution and implementation of a major transaction is somewhat different from the algorithm for commercial structures. But how to approve a major transaction in a budget institution?

The first difference is determining the size of the transaction, that is, calculating the maximum amount, starting from which the purchase will no longer belong to a simple category, but to a large transaction. Specific volumes have been determined for public sector employees. Thus, a large one is recognized as one whose value exceeds 10% of the book value of the property and assets of the institution, and its key content is the disposal of funds, the transfer of property (assets) for use or on collateral, or the complete alienation of assets and property.

Please note two key conditions:

Not only one single purchase, but also several interrelated ones can be recognized as large.
The cost limit may be lower if such a condition was specified in the constituent documents of the budget institution.

The book value of assets and, therefore, the 10% threshold for the value of a large transaction for each institution is determined on a separate basis. The data is generated on the basis of the institution’s annual financial statements for the previous year (data from the accounting balance sheet - line 410, column 10 f. 0503730).

So, for example, the book value of assets at the reporting date may be 500,000 rubles, and therefore, for this institution, any contract worth 50,000.01 rubles or more will be considered large. In other words, such an organization will have to coordinate literally every step with the founder.

If the operation meets the requirements specified above, then it cannot be carried out without appropriate approval from the founder. This is the second exceptional feature for state employees.

So, in order to obtain approval, you will need to send the appropriate package of documents to the body exercising the functions and powers of the founder. Please note that this body must be vested with the appropriate powers, otherwise the application for approval will have to be redirected to higher structures.

Why and when is a document needed?

It is important for a budget organization that acts as a procurement customer to know that proposals received during the procedure have been agreed upon with the supplier’s executive bodies (meeting of founders, board of directors, etc.). This requirement is due to the fact that it is important for the customer to understand that a major transaction that turns out to be outside the scope of normal business activities will not lead the contractor to bankruptcy and failure of the government contract. Simply put, a budget organization needs confirmation that the participant can fulfill an expensive contract.

For contracts concluded within the framework of economic activity adopted by the charter, approval is also required. As a rule, it contains a limit on the amount. The maximum amount of such a transaction is not limited by law, but the owner must have an understanding of its limit.

The supplier provides a decision on the approval of transactions on electronic platforms as part of the main package of documents at the stage of registration and obtaining the status of an accredited company. A sample decision on approval under 44-FZ will help you check whether the document meets the requirements. At the end of the article you will find several examples for various organizations.

How to write an endorsement

The founder, in relation to his subordinate institutions, has the right to establish a different procedure for the coordination and approval of major transactions. Below we present the algorithm that applies to a budgetary institution subordinate to the Judicial Department under the Armed Forces of the Russian Federation.

The decision to approve a major transaction is made only by a special commission. To consider the issue of approval, the institution must send an application drawn up in a certain form (the form is approved by a representative of the founder).

The application must contain the following mandatory details:

Subject, purpose, type, and amount (all positions are required).
The expected date of concluding one or more related transactions.
The deadline for fulfillment of the terms of a contract or several contracts by the parties.
Sources of financing, as well as associated costs for its implementation.
Security, if there is such a condition in the contract.
List of property objects that will be transferred as collateral. The book value of such property as of the reporting date is indicated.
The procedure by which a counterparty or counterparties will be selected for interrelated agreements and contracts. For example, a direct contract or competitive procedures.
The name and registration details of the intended counterparty, which must be indicated in the application based on data on the market monitoring conducted.
Other terms of the contract, if any.
The total volume of accounts payable and receivable as of the date of application, including taxes, contributions, fees and other payments to the budget system.
The book value of assets of a budgetary institution as of the last reporting date.

The prepared application must be signed by the head of the budgetary institution, as well as the chief accountant or other person entrusted with these powers. The finished document is sealed with the official seal of the organization.

Along with the application, the institution is required to provide supporting documents. These include:

feasibility study;
draft agreement on the implementation of a major transaction;
motivated justification for the counterparty selected based on the market analysis;
report on the assessment of the market value of the property (not older than 3 months from the date of approval of the report).

The commission reviews the received package of documents within 30 days. Please note that commission representatives have the right to request additional documentation and justification to confirm the circumstances and conditions.

The decision of the special commission can be not only approval or refusal to carry out a major transaction, but also other options. For example, an indication of a change in the essential terms of the contract, etc.

After 10 days from the date of execution of the contract, the institution must report to the founder in the prescribed form.

The head of the institution bears responsibility for carrying out a major transaction in violation of the procedure approved by the founder in relation to his subordinate institutions. In addition, such a transaction may be declared invalid.

For example, if the budgetary organization “Museum” enters into an agreement for the supply of equipment worth 10 million rubles, and the book value of the museum’s assets is 20 million rubles, then the founder has the right to invalidate the agreement.

Please note that the institution has the right to independently declare the transaction invalid in such a situation. However, according to the current legislation, the parties to an invalid transaction are required to return or reimburse all assets, money and property transferred in fulfillment of the terms of the contract.

How to check a document received from a supplier

Most often, public sector employees and government organizations organize procurements rather than participate in them. Therefore, it is useful to know how to check the decision to approve a major transaction.

Checking the criteria

For companies, joint-stock or limited liability, criteria for drawing up documents for approving the terms of the contract are defined. If there is only one participant in the constituent documents of the company, then a sample decision of the sole participant to approve a major transaction is drawn up with his signature. If there are more than two founders in the company, then the issue is resolved at an extraordinary meeting, at the end of which a protocol is drawn up. Download a sample protocol for approval of a major transaction of LLC 2 founders at the end of the article.

At the legislative level, these documents are regulated by Federal laws:

For limited liability companies, the Federal Law of 02/08/1998 No. 14-FZ (Federal Law “On LLC”) applies; it provides information about which body of the company is authorized to make such a conclusion.
For joint stock companies, the Federal Law “On Joint Stock Companies” dated December 31, 2005 No. 208 applies.

We would like to draw special attention to the fact that in accordance with the Federal Law “On LLC”, if the only participant in a company acts as an executive body, he does not have to make a decision on approving a major transaction of the sole founder. Moreover, during accreditation, he must provide an information letter or a conclusion stating that, within the framework of the law, the contract is not significant for him.

Checking the form and content

Article 181.2 of the Civil Code reveals the requirements for the content of such documents. Sample decision on approval or execution of a major transaction in accordance with clause 4, part 5, art. 66 of Federal Law No. 44-FZ or, in other words, the decision to approve or carry out transactions based on the results of electronic auctions on behalf of the procurement participant - a legal entity, indicating information about the maximum amount of one such transaction is not approved by law. You should check that it is indicated.