Buying real estate is a big risk for both the seller and the buyer. In practice, individuals most often buy apartments, but sometimes law firms also draw up similar agreements.
How to protect your business from unplanned risks when buying a home?
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What are the features of such a deal?
The country's legislation has indicated a special procedure for drawing up contracts with valuable real estate for legal entities. Major transactions are considered to be signed agreements that are related to the acquisition or alienation of property.
If the price of the purchased real estate is 25% of the enterprise’s main asset fund, such an agreement can be considered a major one.
Before executing such a transaction , the director of the organization is obliged to coordinate his decision with all participants of the legal entity and obtain a written agreement for such actions.
Such an agreement must be given either by the meeting of founders or the board of directors. All points that relate to the purchase or sale of real estate must be specified in the charter of the legal entity.
The law also provides for a quorum of votes , which must be calculated and observed, otherwise the meeting of founders or shareholders will be illegitimate.
Why is an agreement between all partners of the partnership necessary? Everything is very simple: the director often decides important legal issues himself and is authorized to sign contracts, but most often the price of real estate makes up the majority of the company’s free money.
And in order not to declare bankruptcy if something goes wrong, the shareholders or founders introduced a “stop” signal for the general director of the company in the form of approval before signing major contracts.
Is it possible to bypass the agreement ? Yes, but then such an agreement will be deprived of legal force and it can easily be terminated in court.
Purchasing real estate from an individual
List of documents required to purchase real estate from an individual:
- buyer's passport;
- passport of a trusted person (if the organization acts through an intermediary), power of attorney, protocol, which indicates the powers of the representative of the legal entity;
- charter of the enterprise;
- a document confirming the ownership of housing;
- real estate cadastral passport with an up-to-date plan;
- certificate from the Housing Office;
- a certificate from the company managing the house confirming that there are no debts on utility bills.
When purchasing an apartment from an individual or a broker, it is very important to conclude the contract correctly .
But here the following problem arises. A private individual, as a rule, requires a deposit, which is 40 sometimes 50 percent of the cost of housing, before all documents on the transfer of ownership of housing are completed.
Before depositing money to a private person, you need to make sure that the apartment belongs to him.
Often, inexperienced representatives of legal companies ask to show them documents that confirm ownership of the property, but they forget that the registration authorities involved in registration of real estate in the country give the original documents to the previous owners of the property, even if the apartment has long been sold by them or divided into parts.
Thus, every year legal companies that buy an apartment from an individual may be faced with the fact that the person has documents for the apartment, but he is not its owner .
How to secure a company? Before completing the transaction, you must order a certificate from the registration authorities about who owns the apartment . The same certificate will contain information about the restrictions and encumbrances that are on this property.
What is the validity period of this certificate? When concluding a real estate purchase and sale agreement, it is better to order a certificate on the day of the transaction . Then the law firm will have all the necessary, up-to-date information about the real estate it is going to purchase.
A sample agreement for the purchase and sale of an apartment between an individual and an organization (between a legal entity and an individual) can be downloaded here.
If the sale is carried out by a legal entity
Purchasing real estate that is owned by a legal entity requires a more responsible approach, not only due to the presence of a large number of nuances in the procedure, but also due to the fact that in this case the risk of fraud increases .
The fundamental difference between the two transactions is that during the execution of an agreement between two legal entities, documents on the founding of companies and a document confirming the legal entity’s ownership of real estate are added to the list of documents.
In addition, the apartment must be on the balance sheet of a law company, and this must also be documented. As you know, these documents are shown to the state registrar or notary, who must look at the legitimacy of how the property became part of the company's balance sheet.
When the apartment is owned by an individual , such questions should not arise: the apartment could be purchased, exchanged, inherited, received as a gift, or received by decision of the judicial authorities.
A law firm can obtain rights to real estate in other ways. Real estate can be purchased directly from the developer company.
Documents in this case:
- permission to build a house;
- a document that confirms ownership of a land plot. The land may be under long-term lease or owned by the developer;
- a declaration that confirms the commissioning of the house and apartment;
- certificate of assignment of address to the house.
If the seller is a company that is not the owner of the apartment , then the contract for the purchase of real estate can be drawn up as a trust or assignment of ownership
During the preparation of legal contracts or agreements, the entire package of documents must be agreed upon or prepared by lawyers in the field of civil law. Yes, the company will incur additional expenses, but in the end it will be able to save more money.
At the negotiation stage, it is necessary to make sure that the property being purchased is owned by the seller. Sometimes law firms can buy a rented apartment or real estate that is subleased.
In addition, it is necessary to check all title documents for real estate . An extract from the Unified State Register will allow you to find out whether the apartment that your company is planning to buy is not under mortgage or seizure.
It may be secured by the bank, and by purchasing real estate, you also incur additional expenses in the form of loan repayments.
If it turns out that the property was “subject to” litigation , it is necessary to take into account the statute of limitations for such a case. According to the civil code, the statute of limitations for housing cases cannot exceed 3 years.
In order to fully have all the necessary information about the property, you should request an extract from the house register. Using it you will see who owns the apartment.
If you come across a mention of a child who has not yet turned 18 years old , ask for a certificate from the guardianship and trusteeship authority before signing the agreement!
Often a legal company is represented by an authorized person or director. Be sure to request a copy of the bylaws page that states that this person can engage in these types of transactions.
As a rule, in addition to the power of attorney, he must also have with him a protocol of fees, where the founders of the company gave him the power of attorney and authorized him to complete the transaction. The power of attorney must contain a clause on the nature and form of the upcoming transaction.
Also, to avoid fraud , the power of attorney states the fact that the principal has the right to take money from the buyer. If there is no such clause in the contract, you should not give the money to the principal.
A sample agreement for the sale and purchase of an apartment between legal entities can be downloaded here.
Is the sale of an apartment subject to VAT by a legal entity? According to the Tax Code of the Russian Federation , transactions during which residential premises are sold on the territory of the country are not subject to VAT.
Buyers of an apartment are required to pay tax if :
- Companies operate on the basis of a common taxation system.
- The apartment was not purchased for further sale in the form of sale, but will remain on the balance sheet of fixed assets.
Design nuances
According to the country's Civil Code, the transfer of ownership of a real estate property under sales and purchase agreements must go through the state registration procedure. Real estate registration is carried out by the Federal Registration Service of Cadastre and Cartography.
The entire list of the above documents must be submitted to the registration service , which makes a decision on registration of the agreement or refusal to register it within 10 working days from the date of submission of the documents.
A legal entity becomes the owner of an apartment only after the agreement for the purchase and sale of an apartment between a legal entity and an individual is registered by the registration service.
Beware, scammers!
The simplest scheme of deception is during the execution of a real estate purchase and sale agreement by legal entities , when the apartment is owned by another company.
Documents that confirm consent to the execution of the contract:
- Minutes of the meeting of residents of the house.
- Extract from such a protocol.
- Agreement in the form prescribed by law.
Such documents can easily be written by yourself, so the buyer has no guarantee that these documents are authentic.
As a result, the buyer receives the minutes of the shareholders’ meeting, makes sure that the transfer of housing took place in accordance with all points of the law, and with a pure heart signs the purchase and sale agreement, and transfers his assets for the new apartment.
Each party remains in the black: the buyer – with new property, the seller – with the profit received. But after some time, the contract is declared invalid in court .
And the essence of the invalidity of the contract lies in the fact that the protocol in which all members of the legal entity (seller) did not give an agreement for the sale of real estate. Maybe some part of the apartment is owned by other people who did not even know about the upcoming contract.
As soon as such a case goes to court , the judge will immediately indicate that the protocol is invalid, and therefore the purchase and sale agreement will also be invalid.
Such schemes have been working flawlessly for more than one year. This happens due to banal savings, when a legal entity (buyer), saving money, does not trust the execution of the transaction to lawyers.
In order to prevent this kind of fraud, it is necessary to attend the board meeting of the legal entity . Of course, if it is allowed by the statute of the enterprise.
If the statute states that outsiders cannot take part in the founders’ meetings, ask for a copy of the enterprise’s statute, which indicates how the procedure for alienation of property owned by the founders takes place. Be sure to pay attention to the cases in which founders’ fees will be eligible.
Purchasing a home is a very important purchase , which is carried out by a law firm, so you should not spare time to carefully double-check everything and make sure that the company does not risk either its money or the health of its founders.
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Buying an apartment from a legal entity: sample purchase and sale agreement, risks and how to avoid them
A transaction to purchase a home from an organization differs from a transaction with a private individual both in the specifics of the contract and in the possible risks. The degree of risks and ways to minimize them depend on the type of legal entity selling housing, as well as on the method of acquiring real estate.
The concept and risks of purchasing housing from an organization
The purchase of housing from a legal entity is formalized according to the general rules provided for in Chapter 30 of the Civil Code (Articles 549-558). There are two main purchasing options:
- from the developer;
- from a real estate agency.
Apartments are purchased from the developer by participating in shared construction or purchasing housing that has just been put into operation, and the following risks exist:
- purchase of housing in long-term construction;
- buying an apartment in a building without a cadastral document;
- discrepancy between the actual parameters of the apartment and the conditions stated in the contract;
- lack of important infrastructure in the area;
- Lack of accreditation from banks.
Participation in shared construction allows you to save up to 50% of the cost of housing, but there is a possibility of bankruptcy of the developer’s enterprise, as a result of which the buyer may be left without invested money and an apartment for an indefinite period.
If a cadastral passport for the house has not been issued, the buyer will have difficulty obtaining this document for the apartment, and the lack of permission to put a finished apartment building into operation will become an obstacle to registering property rights in Rosreestr.
To obtain a mortgage loan for housing in a new building, the construction company must be accredited by the bank, but the buyer often finds out about the absence of such accreditation after signing the preliminary contract, which leads to unnecessary time costs.
Buying from an agency
Many large real estate agencies independently buy real estate on the secondary market and sell on their own behalf, and the buyer may encounter the following difficulties:
Often, under the pretext of a standard economical option, realtors offer the buyer an apartment burdened with numerous claims from third parties or with serious internal deficiencies.
Fraudulent companies can also sell non-existent housing under a fake contract, luring buyers with a low price and offering to make a payment at the agency's office, as a result of which the buyer loses money and does not receive the right to the apartment.
Unscrupulous companies can also mediate between a private seller and a buyer, indicating hidden fees for their services in the sales contract, which are significantly higher than those announced.
In this case, the transaction may be legal, but the buyer will spend 10-15% more than the real cost of the housing, which he will not be able to return even if the contract is terminated, since these funds will be listed as payment for the company’s services.
How to avoid risks
When purchasing a home from law firms, it is important to carefully check the following documents from the seller:
- extract from the Unified State Register of Property Rights;
- certificate of registration of a legal entity;
- constituent documents of the company;
- power of attorney from company representatives from the governing bodies to conclude transactions.
An extract from the Unified State Register must be received no earlier than a week before the date of the transaction. To be safe, you can order such an extract yourself on the Rosreestr website - the electronic version will cost 300 rubles and will allow you to verify the seller’s honesty.
The presence of a company in the register of legal entities can also be checked on the corresponding portals using the OGRN number, and the full name of the principal indicated in the power of attorney of the company representative must match that in the constituent documents.
You must additionally request the following from the developer:
- license for construction activities;
- permission to build a house;
- permission from the town planning committee to put the house into operation;
- certificate of assignment of a postal address to the house.
When buying a secondary home from a real estate company, it is important, in addition to documents on rights, to find out the presence of encumbrances - request a certificate from Rosreestr about the history of transactions on the apartment over the past three years, request a certificate from the selling company about the absence of utility debts and registered persons. It is important not to transfer funds in the form of an advance or payment for the purchase until a personal inspection of the future home and careful study of the terms of the contract.
Rules for filling out the contract
A standard agreement for the purchase of an apartment from a legal entity should have the following sections:
- data of the parties;
- subject of the contract;
- description of the apartment;
- purchase price and payment method;
- rights and obligations of the parties;
- rules for resolving disputes and responsibilities of the parties;
- information about the presence of encumbrances;
- additional conditions.
For the buyer, you need to indicate your full name and full passport data, and for the selling party - the name of the organization, actual and legal address, as well as OGRN, INN, and KPP numbers.
A sample agreement can be downloaded from this link.
The subject of the agreement specifies the transfer of rights to the apartment for a fee from the selling organization to the buyer, and the address, cadastral number and area are indicated for the apartment.
If an apartment is purchased from a developer, you should insist on including the actual area in the contract, which often differs from that indicated by the developer by 1-3 square meters.
m, which leads to an increase in the cost of the apartment by a significant amount.
The buyer’s responsibilities include the transfer of funds and acceptance of the apartment; the selling company undertakes to:
- transfer the housing according to the deed to the buyer within the prescribed period;
- participate in the state registration of the transaction;
- inform the buyer of all defects in the property.
It is important to establish the responsibility of the selling company for non-compliance with the terms of the contract and the buyer’s right to claim the amount paid before the completion of registration of the transaction if hidden defects are discovered or deadlines for delivery of housing are missed.
For secondary housing, it is important that the contract indicates the absence of utility debts and registered unauthorized persons - the real estate company must confirm this information with a certificate from the building management and the passport office.
When purchasing housing from a legal entity, it is important to ensure that such an organization actually exists in the register of legal entities, as well as that the company has ownership rights to the apartment. The contract proposed for signing should be first checked by qualified lawyers for the presence of clauses that violate the interests of the buyer.
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Peculiarities of purchasing an apartment by a legal entity from another organization or from a citizen
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Deal Features
The basic nature of the purchase and sale transaction is distinguished by the consideration of the transfer of real rights to real estate. That is, ownership of the apartment is transferred in exchange for money . This is the main difference between transactions carried out by legal entities due to the following:
- The apartment belongs to the founder, and not to an individual, so its sale requires approval from the board of directors or founders.
- Money is transferred according to established rules, and must be documented with accompanying accounting documents, entering the balance sheet of a legal entity.
In addition, there are features arising from the status of the buyer, who can be a citizen or an organization.
Purchase of real estate
Organization
- Register real estate as a legal entity, placing it on the company’s balance sheet.
- Calculate the transaction through accounting support, withdrawing money for the purchase of an apartment from your personal account.
- Attach copies of the package of constituent documentation and confirmation of the authority of the person participating in the transaction on behalf of the company.
- Termination of the contract unilaterally, or its challenge takes place in arbitration court.
For buyers of the designated category, other rules and regulations apply:
- The property is registered in the name of the participant in the transaction, who is a party to the agreement.
- Money can be transferred to the seller’s accounting department in any convenient way, including in cash.
- No additional permissions from family members or other citizens are required.
- Termination of the contract and challenge of the transaction occurs in a civil court.
IMPORTANT : Individual entrepreneurs register purchased real estate according to the standards provided for individuals.
Like any real estate transaction, buying and selling from a legal entity carries a proportionate share of risk. The main danger is the invalidity of the transaction, due to:
- lack of coordination of the transaction with the founders;
- the director of the company (branch) lacks the required powers;
- the apartment belongs to departmental housing and cannot participate in the transaction;
- property was seized due to bankruptcy;
- the apartment is collateral (you can find out how to buy an apartment that is pledged to the bank and what the features and risks of the transaction are here);
- construction will be frozen and housing in the new building will have to wait for years.
Therefore, it is necessary to take into account and check all the nuances of the transaction, carefully study the documentation and powers of the seller. Otherwise, the transaction may be recognized as voidable or void, with the ensuing legal consequences. But in this case, the parties have legal guarantees provided by the contract , and the consequence will be bilateral restitution.
Bilateral restitution is the return to the parties of what was received under a transaction upon its cancellation.
Fraudulent activities carried out through shell companies pose a significant danger . In this case, the buyer may suffer a maximum loss. The same applies to unforeseen circumstances such as construction freezes. In this case, the buyer bears the risks independently.
Step-by-step instructions: how to buy real estate from a company?
Despite the distinctive features depending on the status of the buyer, there are general standards for the seller. He will need:
- agree on a deal with the founders;
- find a buyer;
- prepare documentation.
Documentation
The owner of the apartment (legal entity) is obliged to prepare for the transaction:
- An extract from the Unified State Register, from which you can obtain information about who took ownership, information about the registration of ownership, the presence of liens and other encumbrances, and legal disputes. The document includes: cadastral number, area of the apartment and its address.
- A document of title on the basis of which a legal entity has acquired ownership of real estate: a purchase and sale agreement, a privatization certificate, a court decision.
- Certificate of registration of ownership, if it arose before 2016, or an extract from the Unified State Register of Real Estate.
- Package of statutory documentation.
- Regulations on the powers of the director to conduct a transaction. Document confirming them: protocol, order, general power of attorney.
- Documents certifying the agreement of the purchase and sale with the founder: minutes of the meeting of founders or the board of directors, etc.
- Cadastral passport.
- Extract from the Unified State Register of Legal Entities for the previous owner and his authority to complete the transaction.
- Notarized power of attorney for a representative acting in the interests of the company.
- passport;
- notarized power of attorney – for representatives.
The organization purchasing the apartment is required to provide the following:
- consent of the co-founders in the form of a protocol;
- package of constituent documentation;
- a document confirming the director’s authority to carry out the transaction;
- director's passport;
- notarized power of attorney and passport - for the representative.
After preparing a package of documentation and familiarizing the buyer with it, an inspection of the apartment is carried out and an oral agreement on the transaction is concluded. Since an oral contract has no legal force, the parties preferably state all the terms formally.
You can download from the following links:
- Form of protocol of consent of the founders for the sale of property
- Sample protocol
- Power of attorney form for a representative of an organization to purchase an apartment
- Sample
- Power of attorney form for the purchase of an apartment
- Sample
At the discretion of the parties, a preliminary purchase and sale agreement (PPSA) can be drawn up, but its execution is a right, not an obligation, of the parties to the transaction. His conclusion is regulated by the provisions of Article 429 of the Civil Code of the Russian Federation, in which such an action is considered voluntary.
Preliminary purchase and sale agreement between legal entities. a person and an individual is needed if the buyer needs time to prepare for the transaction so that the seller removes the property from auction and reserves it for sale.
If not, a clause on acceptance of the purchased object is included in the contract.
If the PDCP is concluded, the seller has the right to request payment of an advance or deposit. The amount established for the advance payment is transferred through a letter of credit or transferred to the organization’s current account.
ATTENTION : When calculating, funds paid in advance are counted towards payment for the transaction.
By the time the DCT is issued, the following actions must be taken by the parties to the agreement:
- documentation for the transaction has been prepared;
- funds have been found to pay for it or a loan agreement has been concluded;
- the premises have been inspected by the buyer;
- an acceptance certificate for the transfer of premises has been drawn up;
- a PDCP has been concluded - at the discretion of the parties.
The parties draw up the text of the DCP by involving their own or third-party lawyers , focusing on the norms of Article 549 of the Civil Code of the Russian Federation. Or they contact a notary office, in accordance with the provisions of Article 163 of the Civil Code of the Russian Federation. It must include mandatory provisions that constitute the essential terms of the contract, distributed among clauses and subclauses. The subject of the agreement defines the parties to the transaction: the seller and the buyer, as well as the cadastral and technical characteristics of the apartment.
Article 549 of the Civil Code of the Russian Federation. Real estate sales contract
- Under a real estate purchase and sale agreement (real estate sale agreement), the seller undertakes to transfer a land plot, building, structure, apartment or other real estate into the ownership of the buyer (Article 130).
- The rules provided for in this paragraph apply to the sale of enterprises insofar as otherwise is not provided for by the rules on the contract for the sale of an enterprise (Articles 559 - 566).
Finally, the legal details are indicated. persons, the data of company managers is entered, and the signatures of managers or authorized representatives are affixed. Signatures are sealed. If the buyer is an individual
person, then on his part indicate the last name, first name, patronymic and passport details with the place of registration. His handwritten signature with an explanation of his last name, or the signature of a representative, is affixed. The agreement is drawn up and concluded in three copies.
We talked about the nuances of drawing up a contract for the purchase and sale of an apartment with installment payment in this material.
Download documents:
After concluding the agreement, the parties go to the MFC to submit documentation for registering the transaction on the basis of clause 2 of Article 558 of the Civil Code of the Russian Federation. A transaction registration fee must be paid in advance . It is paid by the buyer in the amount of:
- physical face – 2 thousand;
- legal face – 22 thousand rubles.
The counterparties to the transaction write statements on the transfer of ownership based on the concluded agreement. The following is sent to the registrar:
- passports of procedure participants;
- purchase and sale agreement in triplicate;
- prepared documentation package.
Documents are handed over against signature. After 10 days, the procedure is completed, and the buyer receives a certificate of ownership, based on the documents:
- extracts from the Unified State Register of Real Estate;
- agreement with a note on registration of the transaction.
The buyer loses previously existing rights to the sold apartment.
Fraud schemes and ways to avoid them
The gray schemes used by scammers in the real estate sales market are implemented through shell companies and shell directors. As a result, cases may be identified:
- Receipt of money under a preliminary purchase and sale agreement in the full amount of the cost of housing, with the immediate disappearance of the intruders.
- Receiving money under the PDKP issued for one property and several buyers, with the disappearance of the scammers before the conclusion of the main contract.
- Concluding an agreement using forged documents or for housing that does not belong to criminals, with disappearance on the way to the MFC.
- Substitution of an apartment when drawing up a contract by entering a different address into the DCP.
After the fraud, such companies disappear, and if the fraudsters disappear, it is impossible to recover from them what they received under the transaction.
The transaction is considered void and does not come into force, and it is almost impossible to return the lost money.
Therefore, you can avoid falling into the trap of scammers only by first checking the legal capacity of the seller and the object; for this it is advisable to use the following recommendations:
- find information about the company in the Yandex search engine;
- on the Rosreestr website find information about the owner of the object;
- check the prepared constituent documentation;
- check the documentation package for the apartment;
- the title document must be an original and not a copy;
- check all essential provisions of the contract before signing;
- be vigilant at every stage of the transaction.
IMPORTANT : The authenticity of the representative’s general power of attorney can be verified by the notary who issued the document.
In addition, you need to check the availability of an extract from the Unified State Register and identify all the information included in it. And also - never agree to a problematic transaction with a disproportionate reduction in the value of the property.
Nuances
The purchase and sale differs in various options for its implementation, which are a consequence of the accompanying circumstances. We talked more about what methods of buying an apartment there are in this article.
In this case, the object is available only in the documentation and obligations of the developer, which he undertakes to fulfill in accordance with the provisions of the contract. The buyer receives the right to claim the apartment in the following cases :
- under an equity participation agreement (PAA) in construction;
- under the assignment agreement.
The DDU is drawn up with the developer’s company, and the assignment (cession) is drawn up with an individual . If, instead of the founder of the developer, assignment agreements are concluded through shell companies, one should be wary of freezing construction and not returning investments, since the developer in this case is released from liability for those concluded on the contract side.
DDU and assignment can be issued only until the housing is put into operation.
Attracting a mortgage
The buyer will be able to use the property for its intended purpose, paying off the loan with monthly payments . But such an apartment will not be able to participate in a property transaction without the bank’s permission until the end of the mortgage payment. If the buyer is legal person, then the payment for the mortgage is transferred by non-cash payments from his current account.
Conclusion
Numerous nuances that arise when purchasing apartments from organizations are associated with risks that are canceled with additional measures: agreement with the founders, submission of constituent documentation. The purchase and sale procedure depends on the surrounding circumstances and whether the buyer is an individual or legal entity.
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Transactions for the purchase or sale of apartments between legal entities and individuals: contract options and risks
If an apartment is purchased from a legal entity, then the transaction may have a number of features.
For example, you may need permission from the owners of the company to draw up an agreement or exclusively non-cash payment, rather than transferring money in cash or through a safe deposit box.
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Rules for drawing up contracts with the participation of companies and individuals
The contract for the purchase and sale of an apartment with a company is drawn up in simple written form on the same terms as with an individual. The agreement must indicate the essential terms of the transaction (price and subject matter), and the transfer of ownership rights is registered in Rosreestr (according to Article 549-551 of the Civil Code of the Russian Federation).
Deal Features:
- the purchase and sale agreement is signed by the director or other legal representative of the company;
- a different procedure for taxation of income if the seller is a legal entity;
- higher state registration fee if the buyer is a company (22 thousand rubles for a company instead of 2 thousand rubles for individuals).
If the cost of the apartment being sold exceeds 25% of the book value of the organization’s assets, then such a transaction is already considered a major transaction and in order to complete it, the manager must obtain the consent of the owners. The sale or purchase of real estate without obtaining such approval in writing may be void.
The peculiarity of transactions is also that all settlements with legal entities, as a rule, are made in non-cash form and this is reflected in the purchase and sale agreement.
Important ! Basically, legal entities buy real estate from individuals in order to change its status and open an office. In this case, they will very carefully analyze whether there have been any redevelopments in the apartment and how legal they are.
The company is mainly interested in housing on the ground floors with the possibility of a separate exit.
Features of real estate transactions of organizations with the participation of citizens
A purchase and sale agreement with individuals or legal entities, as mentioned above, is always drawn up in writing. Notarization is required only when minors are involved in the transaction or a share is purchased. The text of the agreement is drawn up independently or with the assistance of a lawyer , notary or other persons.
- Charter
- Unified State Register of Legal Entities
- Approval of a major transaction by the participants of a legal entity.
- Confirmation of the authority of the director or other representative.
Owner approval can be expressed as:
- minutes of the meeting or an extract from it;
- written consent in any form.
Please note that the charter may contain restrictions on transactions carried out by the head or authorized representative of the organization, depending on the amount or relationship to the authorized capital. In this case, additional documents are needed to confirm the legality of the transaction. After signing the agreement, it will need to be registered with the cadastral chamber .
If an agreement is concluded with a developer (and it is with these legal entities that individuals most often sign agreements), then you also need to check how detailed the type of apartment in which it is transferred to the buyer is specified (with rough finishing, fine finishing, European-quality renovation). Sometimes the parties even draw up additional documents. agreement and list in it all types of work that must be done.
When implementing
The company has the right to sell real estate that is on its balance sheet . But if the apartment is included in the authorized capital, then a decision of the founders or shareholders is required for such a transaction.
In the apartment purchase and sale agreement you will need to indicate the account details of the legal entity where the money will be transferred. The parties may provide for installment payments, including interest. To do this, the contract specifies a payment schedule and also provides for an encumbrance in favor of the seller (until full payment is made, the apartment cannot be sold without the consent of the legal entity).
In addition to the basic documents for signing an agreement, an individual may also be required to have the notarized consent of the spouse to the transaction. The parties sign the purchase and sale agreement and register it without fail .
Since the buyer is an individual, the state duty is only 2 thousand rubles. A citizen who bought an apartment also has the right to a tax deduction.
In case of purchase
A company that buys housing from citizens usually carefully checks all title documents, resale statistics, and most importantly, the presence of registered children in the apartment. Before the transaction, the passport and all documents for housing are checked, the absence of encumbrances .
The text of the agreement is drawn up taking into account all the requirements of the Civil Code of the Russian Federation (reflection of essential conditions, compliance with the form of the agreement, etc.).
The buyer, a legal entity, will pay 22 thousand rubles in state duty for registration. The seller of the home, if it has been owned for less than 3-5 years, will be required to pay an income tax of 13%. He has the right to a tax deduction in the amount of no more than 1 million rubles. Persons who owned real estate for more than this deadline do not pay personal income tax.
Download the form of the agreement for the purchase and sale of an apartment between individual legal entities
Important ! Legal entities and individuals have different taxation procedures when selling property. Affects the amount of taxes and the status of real estate: residential or non-residential. For commercial real estate, payment of VAT is required.
Between legal entities
The purchase and sale agreement between the companies is signed by the directors or other legal representatives. The agreement is also certified by the seals of the parties. Before the transaction, you will need to check whether there are any encumbrances on the apartment, for example, a court lien or a bank pledge. To do this, an extended extract from the Unified State Register is requested.
The purchase and sale agreement must reflect:
- details of the parties (names of companies, INN, KPP, OGRN, legal address, bank accounts);
- transaction price and settlement procedure;
- description of the property (address, cadastral number, number of storeys, area);
- rights and obligations of the parties;
- liability in case of non-fulfillment of the contract.
Legal entities usually provide in the contract for non-cash payments and a claim procedure for terminating the contract. Typically, the text of the contract is drawn up by the company's lawyers, and then the parties agree on the final version, which they sign.
When registering a purchase and sale agreement in Rosreestr, you will need to pay a state fee of 22 thousand rubles at any bank branch. Property sellers will have to declare their income and pay tax on the difference between the purchase and sale prices.
Is VAT required?
When selling an apartment, a legal entity pays income tax (if it is received) . For this purpose, a special declaration is submitted. The amount of tax depends on the taxation system chosen by the company and ranges from 6 to 20% (those who are on the simplified system pay less tax).
Value added tax (18%) is paid only if non-residential premises (warehouse, office, retail premises) are sold. In the case of the sale of a residential apartment, VAT is not paid.
To pay VAT, the company issues the buyer of real estate the amount necessary to pay the tax..
The buyer transfers the required amount of money to the legal entity’s account, and the seller settles accounts with the tax authorities.
Risks
Problems for individuals buying real estate from companies arise if the transaction is declared invalid for any reason. This is possible when it was committed without the consent of the company participants or by a person who did not have any authority to do so. Result: the parties are obliged to return to each other everything received under the transaction (the buyer - the apartment, and the seller - the money).
If the former owner decides to challenge the transaction, the individual may also suffer . When a company's assets are sold already at the bankruptcy stage, an arbitration manager appointed by the court can challenge them if he considers such transactions illegal, aimed at siphoning off income.
Another problem is related to the fact that an apartment owned by a company may have the status of non-residential premises and changing it will require additional costs.
Important ! When buying an apartment from a legal entity, you need to check a number of documents: from the state registration certificate to the owners’ permission for the transaction. But in fact, the risks of transactions with legal entities are no higher than those that may arise in relationships with individual sellers.
Conclusion
The purchase or sale of real estate between individuals and legal entities, as well as exclusively between companies, has its own nuances of registration. They may be associated, among other things, with the risks of the transaction being declared invalid if it was not approved by the company's owners, or problems with payment if the company turned out to be insolvent.
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Purchase of an apartment by a legal entity from a legal entity and an individual: nuances of the transaction, risks in the sale and purchase of housing, conclusion of an agreement
Legal entities make transactions among themselves and with citizens. The procedure for such transactions has a number of features that you need to be aware of and take into account possible negative consequences.
The article discusses in detail the possible nuances associated with the purchase and sale of an apartment with a legal entity, avoiding possible risks.
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Features of the transaction and legislative acts governing it
The main feature of a transaction with legal entities is that it requires a thorough check of its purity and the need to examine a thick package of documents. But this does not mean that apartments should not be purchased from enterprises and organizations.
Here are examples when a transaction for the purchase and sale of an apartment is possible only with a legal entity:
- purchasing a new apartment from a developer;
- buying an apartment from a real estate agency;
- The bank buys the apartment.
We talked about the advantages and disadvantages of buying housing on the secondary market and in a new building here, and from this material you will learn about the nuances of conducting a transaction through a real estate agency.
Basic legislative acts that will help determine the legality of a transaction:
Purchase and sale between legal entities
Often one company buys apartments from another. For example, a bank buys apartments for employees from a developer. The purchasing algorithm is as follows :
- Conclusion of the PDCP, preliminary calculations.
- Conclusion of the main DCT.
- Transfer of money and keys (read what methods of payment can be made here).
- Signing the transfer and acceptance certificate.
- Registration in the real estate cadastre.
Transactions between legal entities have their own characteristics. Buying and selling an apartment can be large for a business in terms of its financial condition. For each legal form, the concept of a major transaction is defined differently .
For example, for a limited liability company, a large transaction is considered to be one involving the acquisition or alienation of property, the value of which is 25% of the value of the company’s total property. For a unitary enterprise, it is enough to exceed 10% of its authorized capital or 50 thousand times the minimum wage.
Conducting a major transaction is prohibited by law without obtaining the consent of the owner or owner of the enterprise. It is formalized in writing. This may be a protocol, a decision, an order, presented as a separate document.
In the absence of agreement, the transaction is declared invalid by a court decision . Therefore, the parties must ensure that the other party has such consent, and only then complete the transaction.
Preparation of a package of documents
Businesses buy and sell through authorized bodies. In some cases, the consent of their owners is required. Authority and consent are documented. Therefore, when concluding contracts, additional packages of documents are attached to them.
- about ownership - extracts or certificates;
- extracts from the Unified State Register of Real Estate, confirming the absence of encumbrances;
- certificate of absence of debt on utility bills.
The seller is preparing the following package of documents:
- Charter
- Foundation agreement (if any).
- Extract from the Unified State Register of Legal Entities.
- Certificate of registration with the tax office.
- Documents confirming the authority to act on behalf of a legal entity.
- Power of attorney for a representative (you will learn about the rules for conducting a transaction between individuals by power of attorney in a separate material).
- A certificate stating that the transaction is not large.
- If the transaction is large, then documents confirming the company’s consent to the sale: the decision of the sole participant, or the minutes of the general meeting.
The buyer prepares a similar package where the participants agree to the purchase.
We talked about what list of documents may be required to conduct a typical purchase and sale transaction here.
The agreement between organizations is based on the same laws and is concluded in the usual manner. But there are some differences from the agreement between citizens. Information about the parties to the agreement is filled out in different ways.
The agreement between citizens will indicate:
- surnames, first names, patronymics;
- passport details.
The agreement between the enterprises will indicate:
- position held;
- Full Name;
- on what basis does this official act?
The contracts will also differ at the end, in the “basement”. For contracts between legal entities, their details are indicated :
- Full name and abbreviated name.
- Legal and postal address.
- TIN.
- Bank details: bank name, correspondent account, current account, BIC and others.
A stamp is placed on the decrypted signature of the official. If a representative signs a power of attorney, then it is certified by a notary or the original is attached.
Individuals sign and decipher the signature, writing down their full last name, first name and patronymic in their own hand.
You will learn about the basic rules for drawing up and registering a standard housing policy in a separate article.
Buying and selling an apartment between an individual and a company
When a decision is made to purchase an apartment from a legal entity, it is necessary to check the seller’s compliance with the laws, since there are violations in the latter’s actions . This happens for the following reasons:
- ignorance of laws;
- negligence in design;
- fraudulent activities.
It is better to do this with the involvement of a lawyer. If no violations are established, then the further procedure proceeds as usual until the rights to the apartment are transferred to the buyer.
The purchase and sale procedure is similar, when the buyer is an enterprise/organization and the seller is an individual (we talk about the standard procedure for conducting a home purchase and sale transaction here). Now the buyer-enterprise must check the legality of the actions of the seller-citizen. After this, the algorithm of actions takes the usual order.
Buyer and Seller Risks
The risks of the participants, if a transaction is made between an individual and a legal entity, are similar to any other transaction for the purchase and sale of real estate, but they are higher. Common risks include the following :
- Large sums are involved, which increases potential losses.
- The risk of fraud and forgery of documents increases (sale without agreement with the founders, sale by a person who does not have a general power of attorney, etc.).
- A legal entity is more likely to terminate a transaction, for example, due to the lack of consent of all founders.
- A transaction is considered void if the organization has been liquidated or declared bankrupt, and the entity that certified the agreement did not have the competence to carry it out, or such opportunities have been suspended, or their validity period has expired.
How to avoid risks?
Citizen
To avoid risks, the individual buyer conducts a thorough check of the documents submitted by the seller-company. It is carried out as follows.
Based on Art. 62, 63 of the Law of the Russian Federation on the registration of real estate through the MFC, an extract on registered rights, transfer of rights, and the presence of encumbrances is requested. From it you will see:
- who is the owner of the apartment;
- who was the previous owner and how it was transferred to the seller;
- whether it is mortgaged;
- Are there any other restrictions?
Such an extract is issued to any interested person. Only his personal data is decrypted and the state duty is paid.
Whether the transaction is large can be determined from the latest financial statements. A copy of the report, with a tax mark, will be provided by the seller. Whether consent for the sale has been received will be determined from the participants. Information about participants is obtained from the tax office through a request. There they also receive information about the person who has the right to act without a power of attorney - whether he is authorized.
The Management Company will issue a certificate confirming the absence of unauthorized persons registered in the apartment , and they will also obtain a certificate confirming the absence of debt on utility bills.
To the enterprise
When an enterprise purchases an apartment from an individual, it is necessary to check the standard package of documents. Particular attention should be paid to the following points:
- whether the notarized consent of the spouse has been obtained;
- whether, in the presence of minor children, permission from the guardianship and trusteeship authorities has been obtained.
The seller provides this information in writing. The submitted official documents from the notary and from the guardianship and trusteeship authorities are usually sufficient. If in doubt, you can request confirmation of their issuance.
Deal nuances
A transaction between a legal entity and an individual takes place in the same algorithm and is no different from a transaction between legal entities and from sales and purchases between individuals.
You should pay attention to an important stage in the transfer of funds. Transfer funds for real estate to the head of the organization or a trusted representative. They need to be given only to the organization’s cash desk or transferred by transfer to its account.
When selling and buying an apartment, a legal entity, regardless of who it sells to or from whom it buys, prepares the same package of documents discussed above. An individual prepares his/her package of documents also regardless of the seller or buyer.
The conclusion of an agreement between an enterprise and a citizen differs from the agreements that one enterprise concludes with another and citizens among themselves; they are expressed as follows.
There are rules for concluding contracts between individuals:
- at the beginning of the contract, the full name is indicated in the “header”. and passport details;
- below, in the “basement”, a signature is placed and the last name, first name and patronymic are written in one’s own hand.
There are also rules when concluding contracts between legal entities:
- in the “header” the position held, full name is written. and on what basis does it act;
- in the “basement” the details of the parties are indicated, a signature and a seal are affixed.
If an agreement is concluded between an enterprise and a citizen, then these rules remain the same - a legal entity fills out the agreement according to its own rules, and an individual - according to its own.
Enterprises and organizations are not prohibited from working with cash, but more often payments are made by non-cash means. Problems arise when receiving money for an apartment. Because the company cannot receive money until ownership is transferred to the buyer. Otherwise, unjustified profit arises, and tax is paid on the profit.
The most convenient method of payment is a letter of credit , from which the seller will receive money without risk after the transfer of ownership to the buyer.
You can find out about existing payment methods for a home purchase and sale transaction in a separate material.
Registration of transfer of ownership
When registering the transfer of ownership of an apartment with the state, a state duty is established for legal entities - 22,000 rubles, and for individuals - 2,000 rubles. Otherwise the requirements are the same.
Subtleties of taxation
When selling an apartment, its price is not subject to VAT , so the price of the apartment does not increase due to VAT. At the same time, if an organization is engaged in the purchase and sale of real estate and makes a profit from it, then it is necessary to pay income tax.
If you know the law and apply it correctly, you can enter into any contracts and make profitable deals. And you don’t have to worry that someone will challenge your deal in court. There is no time to study the laws - invite lawyers.
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