How can one put a signature of a chief accountant on a document, if accountancy is outsourced?
Accountancy outsourcing is growing more popular these days. But how could one put a chief accountant’s signature on supporting primary documents and report documents if there is no chief accountant in the company? What to put there in additions? The industry’s leading experts can explain it.
Julia Tarasova, corporate lawyer at LEVINE Bridge law firm
Absence of an accountant in staff, and assigning accountancy to a third party is quite a widespread situation. In this regard, there’s a common question of how to draw up documents so that a third party (an outsourcer’s representative) could sign documents on behalf of a chief accountant. There are several nuances that one should certainly heed to avoid violation of accountancy rules due to signing of primary documents by unduly authorised persons and possible subsequent non-acceptance of those documents by tax authorities on the grounds of their unconfirmed / ungrounded status. According to RTC clause 120, the penalty fee accrued by a company for such a violation varies from 10 to 40 thousand rubles (or even more, depending on a particular violation). As civil and labor laws lack any provisions on outsourcing, such relations use provisions on fee-based services. According to the RCC clause 185 (subclauses 1 & 4), the authority equal to that of a letter of attorney cover the case when authorities of a representative are stipulated in a contract (including that between the representative and the representee). Thus, in order to duly authorize a third party’s signee, one shall clearly specify in the contract on accountancy services the following: whose authorities are assigned to the third party (in this case, those of a chief accountant); which employee of the third party is entitled to sign documents on behalf of the chief accountant (their full name, ID, position); right of signing which documents is assigned to the authorized officer of the third party (all documents shall be listed). Having explicitly stipulated all those aspects, documents shall be signed by the authorized person as follows: “Chief accountant (according to contract No. ____ d.d. ____), specifying the details of the accountancy outsourcing contract. Still, there are exceptions for tax relations, as well as assessment and payment of insurance fees. Thus, in order to sign documents on behalf of a chief accountant in those cases, the third party’s signee has to additionally get a letter attorney as per Russia’s prevailing legislation. In this case, the position of the signee on the document would look as follows: “Chief accountant (under letter of attorney No.___ d.d.___), where blank spaces stand for details of the letter of attorney issued by the customer. Another issue is misuse of chief accountant’s signature when the work is assigned to a third party: thus, using phrases like “acting chief accountant” or “on behalf of chief accountant” is not justified in terms of the prevailing legislation. The thing is that no law stipulates such terms, and the common sense implies that they have something to do with temporary reassignment of authorities inside the same company (if the chief accountant is on sick leave, on vacation, etc.) Therefore, the procedure of granting rights to sign documents to an outsourcer’s representative relies on the type of a certain document (HR accountancy, tax liabilities, insurance fees, etc.)
Tatiana Yevdokimova, Kontur.Buhgalteria expert at SKB Kontur
Currently, outsourcing is quite a common practice in business, mostly because such model helps companies save money on paying for services needed only sporadically, or rendered by a part-time worker. Accountancy outsourcing is probably the most popular of them all. There are lots of offerings from accountancy companies who offer their assistance in tax and financial accountancy. So, let’s consider this situation. The Federal Law No.402-FZ “On Accountancy” d.d. 12.06.2011 (hereinafter referred to as the law on accountancy) stipulates that it is the CEO who is responsible for accountancy. The CEO, however, may hire an employee or a company, or do the accounts personally (clause 7 of the law on accountancy). One may hire a servicing company for accountancy, however, it must be stipulated in the contract between the serviced company and the accountancy firm. The latter may render a chief accountant service for an additional fee. So, which documents can be signed, and who can sign them? The RTC’s clause 26 stipulates that the taxpayer (the customer in our case) may use a duly authorized representative in their relations with tax authorities. Such a representative practices their authority on the basis of a letter of attorney issued pursuant to the requirements of civil laws (RTC clause 29, subclauses 1 and 3). The outsourcer’s authorized officer may sign the customer’s tax statement thus confirming completeness and trustworthiness of data provided therein (RTC clause 80, subclause 5). In that case, the tax report has to be accompanied with a copy of the letter of attorney that confirms the representative’s authority to sign this document. Financial accountancy is treated in a similar fashion. If the company’s CEO assigns preparation and submission of the statements to the head of an accountancy firm, the signature shall be put in an area designated for signature of an authorised representative, which states details of the document entitling them to sign the document, i.e. number and date. The letter of attorney shall be attached to the statement as described above. In case of sending the statement via telecommunication channels, the letter of attorney shall be scanned and attached to the signed package of documents sent to tax authorities. If you fail to attach the letter of attorney, the tax authority may refuse to accept the documents as only the company’s CEO has the right to act without a letter of attorney. As for the signature of a chief accountant on primary documents, it has to be stipulated in the contract with the outsourcer. Sometimes there is a question of which signature to put on a primary document: “under letter of attorney” or “acting chief accountant.” Please note, if the right of signing documents was granted without a letter of attorney, the wording shall reflect that. One may sign the paper as an acting chief accountant only if they are really temporarily act as a chief accountant, who is away for some reason. If the company lacks a position of chief accountant, nobody can be an acting chief accountant. So, in order for the paper to be legally meaningful, it has to be properly drawn up and signed.
Dmitry Kovalenko, head of accountancy services department at BDO Unicon Outsourcing
How to put a signature of a chief accountant if accountancy has been outsourced? The answer is simple: don’t put anything. The law demands for a chief accountant’s signature only in a limited group of documents. In practice, such documents are signed by authorized representatives on the basis of a letter of attorney signed by a CEO. Annual and quarter reports, and tax reports don’t require a chief accountant’s signature. Most financial documents are now signed by a company’s head or a duly authorized person. So, for instance, an invoice may be signed by any employee of a company or the outsourcer’s employee authorized with a letter of attorney signed by a CEO. In fact it means that the CEO is the only one responsible for the company’s operations, and it’s him or her that takes all the risks. That’s one reason why managers of so many companies prefer outsourcing accountancy under a contract. CEO’s have to have an option of addressing an independent expert who has no interest in manipulating financial data, and take the fall for their actions.
Vera Iritikova, professional document manager, records manager, guest lecturer at the RANEPA
Indeed, an employee of an outsourcer has to have relevant authority. In accordance with the Federal law No.402-FZ d.d. 12.06.2011 “On Accountancy,” the head of a company lays responsibility on a chief accountant, an accountant or other accountancy worker for the company’s financial and tax accountancy. This responsibility has to be described in an order on general operations. The rights to sign relevant documents are accrued on the day of placing of duty. Financial and tax accountancy are outsourced to a different company on the basis of a contract. One of its provisions shall state the position and the full name of the outsourcer’s employee that will be “working for you” (and his or her deputy in case of their temporary absence). With an order on general operations, the company’s director lays accountancy duties on that person, and grants the right to sign relevant primary and accountancy documents. The order shall specify the date and the number of the agreement on outsourcing as the basis for the order.Source: