Registration of mediation. Agreement for intermediary services

Intermediary activity is when certain actions and transactions that sellers (buyers) of goods, works or services carry out not independently, but with the help of third parties - intermediaries. Intermediaries provide services for the sale or purchase of goods, works, and services. When can we say that a person is acting as an intermediary? From this article you will learn about the types of mediation agreements used today and their features.

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Among the key questions, the answers to which are important for all simplifiers - intermediaries: how to correctly account for income and expenses; when and how to draw up an invoice, keep a journal of invoices, as well as other tax accounting registers.

Income of the customer (principal)

According to the general rule, income is equal to revenue from the sale of goods, work, and services. Revenue from sales is determined taking into account all receipts that are associated with payments for sold goods, works, services and are expressed in cash and (or) in kind (clause 2 of Article 249 of the Tax Code of the Russian Federation). Let's look at practical situations:

The contractor transferred funds to the customer minus his remuneration, i.e. The third party transfers the money to the account of the contractor, who then, minus his remuneration, transfers the money to the customer. In other words, the principal does not transfer fees for services to the intermediary.

The customer’s income in this situation is all the proceeds received into the contractor’s account (for any taxable object).

In tax accounting under the simplified tax system, income is reflected on the date of admission funds to the customer’s current account (letter of the Ministry of Finance of Russia dated January 21, 2013 No. 03-11-06/2/06).

The contractor participates in the calculations, and the proceeds are fully credited to his account.

The customer recognizes income:

according to the Russian Ministry of Finance - on the date of receipt of money into the customer’s account;
according to the Federal Tax Service of the Russian Federation - on the date of receipt of the proceeds to the account of the contractor;
arbitration practice - on the date of receipt of money into the customer’s account.

Since there is no consensus, you should seek written clarification from your Federal Tax Service.

Expenses of the customer (principal)

Expenses are taken into account only by a simplified customer who has selected the “income minus expenses” object. Types of expenses:

for the payment of commissions, agency fees and fees under agency agreements;
expenses incurred by the executor on behalf of the principal and reimbursed by the principal on the basis of law or contract.

Types of intermediary agreements

Agency agreement

Parties to the agency agreement (Chapter 49 of the Civil Code of the Russian Federation):

Attorney (executor) - performs certain legal actions on behalf and at the expense of the principal. An attorney always acts on behalf of the principal.
Principal (customer) - pays (reimburses) the intermediary's expenses incurred in connection with the execution of the order, pays him a remuneration.

Features of the agency agreement:

The rights and obligations under a transaction completed by an attorney arise directly from the principal (customer).
The principal is obliged to issue a power of attorney to the attorney to perform legal actions provided for by the contract (except for cases where the powers of the attorney are obvious from the environment in which he acts).

The principal has the right to cancel the order, and the attorney to refuse it at any time. An agreement to waive this right is void.

Commission agreement

The parties to the commission agreement are (Chapter 51 of the Civil Code of the Russian Federation):

Commission agent (executor) - on behalf of the principal, makes one or more transactions on his own behalf, but at the expense of the principal. Commission agents always act on their own behalf.
The principal (customer) - reimburses the intermediary for the amounts spent by him on the execution of the commission order, with the exception of expenses for storing the principal's property, pays a commission

Agency contract

The parties to the agency agreement are (Chapter 52 of the Civil Code of the Russian Federation):

Agent (executor) - on behalf of the principal, performs legal and other actions on his own behalf, but at the expense of the principal or on behalf and at the expense of the principal.
The principal (customer) - reimburses the intermediary for the amounts spent by him on the execution of the agency agreement, pays the agency fee.

Transport expedition contract

Parties to the transport expedition agreement (Chapter 41 of the Civil Code of the Russian Federation, Law No. 87-FZ “On transport and forwarding activities”):

Forwarder (performer) - organizes the performance of services specified in the forwarding agreement related to the transportation of goods at the expense of the shipper (consignee).
The consignor or consignee (customer) reimburses the forwarder for the amounts spent by him on the execution of the contract and pays a fee.

The peculiarity of such an agreement is that it is recognized as an intermediary agreement only to the extent that the forwarder undertakes, for a fee and at the expense of the client (shipper or consignee), to organize the performance of services specified in the forwarding agreement related to the transportation of goods.

Intermediary agreements. What it is?

An intermediary agreement (or an agreement for the provision of intermediary services) is an agreement under the terms of which
the performer (intermediary) acts in the interests and at the expense of the customer. In this case, the beneficiary is considered to be the customer, and not the intermediary himself, although the agreement for the provision of services (performance of work, supply of goods, etc.) is concluded by the intermediary with third parties.

Types of intermediary agreements.

Intermediary agreements differ according to the following criteria, on which the accounting of a certain type of agreement depends:

1. The intermediary purchases goods (services, works) for the customer, but does not take part in the payments;
2. The intermediary purchases goods (services, works) for the customer and participates in the settlements;
3. The intermediary sells the customer’s products (goods, services, works) and does not participate in settlements;
4. The intermediary sells the customer’s products (goods, services, works) and participates in the settlements;

The Civil Code defines three types of intermediary agreements. These include: commission agreement, commission agreement, agency agreement.

In addition to them, there are other types of agreements, similar in definition to intermediary ones, but only if certain conditions are met. These include, for example, a transport expedition agreement, customs representation and others.

Let us dwell in more detail on the main types of intermediary agreements.

Agency agreement.

The criteria for classifying an intermediary agreement as an agency agreement are determined by Chapter 49 of the Civil Code of the Russian Federation. Based on this chapter, the executor (attorney) performs certain legal actions on behalf and at the expense of the customer (principal), acting on the basis of a power of attorney. And the rights and obligations under the agency agreement arise with the customer.

Products, works, and services received under the transaction are transferred by the contractor to the customer immediately, and he, in turn, is obliged to reimburse the costs incurred by the contractor and pay him a remuneration for the work done (if the contract is concluded on a reimbursable basis). The amount of remuneration and the payment procedure must be specified in the agency agreement.

Commission agreement.

The basis for classifying a mediation agreement as a commission agreement is considered to be Chapter 51 of the Civil Code of the Russian Federation. Based on this chapter, the executor (commission agent) carries out, on behalf of the principal (customer), one or more transactions on his own behalf, but all costs of the transaction are paid by the customer. The essence of the transaction is as follows: the contractor enters into an agreement with a third party, while the rights and obligations to complete the transaction are assigned to the commission agent. Unlike a contract of agency, the executor (intermediary) acts on his own behalf, therefore, he does not need a power of attorney from the customer. A commission agreement can only be concluded on a reimbursable basis (Article 991 of the Civil Code of the Russian Federation).

Agency contract.

The criteria for classifying an intermediary agreement as an agency agreement are specified in Chapter 52 of the Civil Code of the Russian Federation. The agency agreement partially includes the terms of both the commission agreement and the agency agreement. On the basis of an agency agreement, the contractor (agent), on behalf of the customer (principal), performs legal and other actions on his own behalf at the expense of the customer or on behalf of the customer and at his expense for a certain fee. In this case, both the contractor and the customer may have rights and obligations under a transaction made with a third party. It all depends on the terms of the contract. Agency agreements are concluded on a reimbursable basis, even if this is not specified in the agreement.

Thus, intermediary agreements differ from each other in a number of features:

A contract of agency concluded between the parties can be either compensated or gratuitous. The rights and obligations under the transaction arise with the customer (principal), and not with the intermediary (attorney); the intermediary can perform actions only on the basis of a power of attorney.

The commission agreement is concluded only on a reimbursable basis. The rights and obligations under the transaction arise with the intermediary (commission agent); a power of attorney from the customer (committent) is not needed.

The agency agreement is concluded only on a reimbursable basis. Rights and obligations under a transaction may arise both from the customer (principal) and from the intermediary (agent). It depends on the terms of the contract.

Whose account does the payment go to?

Payment for intermediary transactions can go both to the accounts of the intermediary and to the accounts of the customer. The intermediary may not take any part in the settlements at all. Goods received under intermediary transactions are not included in the balance sheet of the guarantor, but are reflected in his off-balance sheet accounts.

Which mediation agreement is more profitable to conclude?

It depends on the attitude of the contractor's management towards the client. If the contractor does not want the client he has found to know at what price the customer pays for a product, service, or work, it is better to conclude a commission agreement with the participation of an intermediary in the calculations. In this case, your client will not know anything about the fact that he is working with the customer not directly, but through an intermediary. But there are certain difficulties here: the rights and obligations under the transaction arise with the intermediary, i.e. the intermediary must control the transaction completely with all the ensuing consequences.

If you don’t care whether the client knows about the cost of your markups, you can enter into an intermediary agreement with settlements without your participation. In this case, accounting is simplified, and part of the transactions related to payment passes by your company. You will only reflect your compensation.

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Even if they have their own sales department, different organizations use the help of third-party specialists to find clients or buyers. Agency services are often used for the sale of expensive goods, for example, real estate, cars. The agency agreement is concluded between the customer and the contractor (agent). This type of document legally regulates the issue of remuneration for the performer.

Agency services - what are they?

This is one of the types of representation that is provided to the principal under a pre-concluded agreement. It consists of finding clients or buyers for a particular product for the customer. The relevance of this assistance is manifested in the possibility of expanding the client base through remote agents working in different regions. The contractor receives a non-fixed remuneration, the amount of which depends on the cost of the goods sold.

Often this amount is 2-5% of the agent’s revenue.

Acting on one’s own behalf in the interests of the customer

Actions of agents on behalf and on behalf of the principal

Selling products on behalf of the principal is one of the types of paid assistance that is relevant in any field of activity. On behalf of the customer, the agent can not only sell real estate, but also look for clients for wholesale purchases and perform other actions. The tax is charged directly to the main company. Accounting is maintained by the customer's specialists, so the agent is exempt from this procedure.

What is an agency agreement

This is one of the types of documentation that is drawn up between the customer and the contractor. It indicates the amount of assistance provided and the terms of cooperation (for example, the amount of payment). Instructions for performing a particular task are drawn up separately for the agent. The document must specify the rights and obligations of the contractor, the type of powers that are vested in the responsible person at the time of performance of agency services.

Difference from a service agreement

The difference between this document and a service agreement lies in the scope and presence of certain clauses. Its features:

the agency agreement is drawn up for a long period;
Both parties are legally protected under an agency agreement, under an article of the Civil Code (provision on agency);
the document eliminates the need to draw up additional agreements.

In what cases is

In some cases, an agreement is concluded for the provision of agency services. Such confirmation of the transaction is necessary:

When the client needs representation from the contractor on a permanent basis (the intermediary in this case is not registered as a staff member, and his work is regulated by a drawn up contract).
So that customers can directly talk to a representative and conclude a deal with him.
To expand your own representative office without expanding your staff and opening separate branches.

Types of agency agreements

In total, there are two types of documents regulating the relationship between the customer and the contractor. An agency agreement for the provision of intermediary services can be drawn up between legal entities and individuals and can be:

Monopoly - in this case, a person represents the interests of only one contractor without the possibility of related representation of other customers, regardless of the type of activity.
Non-monopoly - drawn up for the execution of transactions by not one, but several specialists (in this case, the executor can represent the rights of different companies).

For the purchase or sale of goods

A contract of intermediary services for the purchase or sale of goods provides the contractor with the opportunity not only to represent the interests of the customer in the sale of their products, but also to independently purchase certain batches of products. Implementation is carried out by a specialist at the customer’s representative office. Receipt of payment is made to the accounts of the customer company, and the specialist does not have the right to sell products on his own behalf. Independent activity is prohibited by the terms of the contract.

For the provision of legal services

Legal services are provided by the contractor to the extent specified in the contract drawn up between the customer and the contractor. Unlike mediation, agency allows you to conduct a conversation directly on behalf of the customer and perform certain actions, for example:

fill out an invoice;
deliver documentation;
fill out some documents that were entrusted to the direct executor.

Accounting and auditing

For this type of document, accounting and auditing is carried out in accordance with Article 52 of the Civil Code. Posting is carried out on the basis of reporting documentation provided by the contractor (this can be checks, purchase receipts, etc.). VAT taxation also applies to a specialist, regardless of whose name he acts.

Providing cargo transportation services

One of the agency functions may be transportation of cargo for its further sale. If the intermediary agreement does not initially regulate the specialist’s ability to be financially responsible for the cargo, transport it and sell it on behalf of the company, then such a rule is prescribed in an additional agreement. Please note that the principal must include this possibility on the part of the executor in the document.

How to draw up a mediation agreement

A sample of the completed agreement can be seen in the video presented after the article. This contract document must necessarily contain the following points:

name of organizations or persons (customer and contractor);
document type;
the date of its validity (agency services can be provided indefinitely or for a specific time);
working conditions of the performer;
terms of remuneration.

Essential terms of the agreement

The essential terms of the contract include not only the contractor’s working conditions, but also remuneration and a taxation scheme that must be adhered to. Documents for VAT deduction are filled out by the executor, due to the fact that in these legal actions he is the executor and conducts the business on his own behalf (if this is stated in the terms of the document).

Restrictions on the actions of the parties

The intermediary type of agency services may include a number of restrictions. In case of actual receipt of funds, they must be immediately sent to the account of the customer company. The contractor cannot keep working capital for a long time. He often cannot have other income from clients without the customer’s knowledge (provide additional services, reimburse costs in case of claims or return of goods).

How to work under an agency agreement

In order to carry out mediation, an agreement must be concluded. In addition, the employee receives instructions regarding his own responsibilities. Often the work requires additional props - booklets, business cards, catalogs, etc. All this is provided by the customer at the time of registration. The contractor must provide reporting documentation to the principal.

Documents for the provision of services

Like any type of activity, the provision of agency services requires reporting and the availability of documents on completed transactions. Accounting and reporting documentation includes:

invoices;
receipts;
copies of contracts;
acts of acceptance and transfer;
financial documentation confirming the fact of payment by the client;
TNN (overhead papers).

Report on completed work and intermediate results

The principal initially indicates in the contract when reporting is carried out on the part of the contractor. This is necessary due to the fact that taxation obliges the customer company to periodically submit documentation (every quarter). The list of required documents for reporting is indicated in the article above. They are handed over based on the result (according to a completed transaction) or every month (week), according to the established conditions.

Documents confirming additional expenses incurred by the agent

Accounting is maintained by companies based on all data on expenses and income. Therefore, a person must confirm each expense with the following documents:

receipt for payment for goods;
reports on the amount of remuneration of intermediaries (if he has the right to use the services of independent performers);
invoices and other documents.

The procedure for calculating and paying the amount of agency remuneration

Payment or remuneration for agency services can be transferred every specified period or upon completion of a transaction in trust transactions. There are several options based on the type of profit received by a specialist:

Percentage of the cost.
Fixed payment for each completed transaction (revenue of any volume is recognized, but the payment does not change).

Accounting for intermediary services

Due to the essential conditions of the intermediary document, agency services are subject to general value added tax. To provide mediation, the contractor must be familiar with the current accounting conditions. For example, only net remuneration is taxed. And all funds received to carry out certain purchases or work are not subject to taxation.

Accounting with the principal

As described above, agency services must be formalized by an appropriate document in accordance with legislative norms. The reporting contains information about what products were sold by the agent on account 90 (if the document assumes that the contractor is a direct representative of the customer). Profits for agency services are taxed, but these accounting items are not included in the obligations of the customer company (they are only indicated as payment expenses according to the conditions).

How to account for transactions for an agent

A legal entity that fully represents the customer company under the contract maintains its own accounting records. Only those funds that were received as payment for agency services are considered profit, and working capital does not require accounting and is not taxed. An individual does not keep records - these concerns fall on the shoulders of the customer company’s employees. Agents' reports are submitted in free form - there are no detailed norms and requirements established by law. They are also accompanied by the documents described in the article (receipts, invoices, etc.).

Agency agreement – taxation of the parties

The basic rules governing the taxation of the parties are enshrined in law and can be changed in accordance with the tax code. Features of paying taxes for an agent:

the fixed value added tax is 20%;
tax is paid only on the profit received from the services provided;
the agent is exempt from such an obligation if he has switched to a simplified taxation system, if the contractor does not pay taxes at all under Article 145 of the Tax Code or if he provides services outside the country;
if the contractor also conducts other activities, then accounting is carried out separately.

The tax scheme for the customer is different and includes only two points:

Accounting is maintained for all expense items (for this, the contractor provides reports, including receipts and invoices).
A commission agreement or agency agreement includes a clause stating that VAT on the firm’s total profit is paid directly by the customer (even if the money goes through an agent).

If income and expenses arise from the customer

Regardless of what is the subject of the agency agreement, the direct customer will have income and expenses in any case. For example, income from the sale of goods and services with the assistance of an agent. The entire amount of revenue is taken into account, taking into account net profit. From this amount, the expense item in accounting includes the cost of production, expenses for paying agency services, other employees, etc. The agent does not bear potential expenses unless his main duties require it.

If the contractor needs to pay for the transportation of a consignment of goods for sale to a client, then the expense can be made both from the personal account of the representative and from the client’s account. The expense will be reimbursed upon payment of remuneration. All these norms are taken into account by the primary document, and the parties’ responsibility for payment is regulated by the Civil Code and the Tax Code of the Russian Federation. Each item of income and expense must be confirmed by reporting documentation and attached to it. The data is taken into account by the accounting department.

Recognition of income from the agent

An agent's income is only the amount of funds that is due to him as direct payment for his services. While fulfilling its obligations, the customer’s representative can receive payment for services or products from clients, and then transfer it to the company’s account. These transactions are not counted as direct income. Therefore, no working capital tax is charged. Income is taken into account directly according to the agreement, which was drawn up in advance between the parties.

How is the VAT tax base calculated?

If the principal and agent simultaneously work on a common taxation system.
If the principal is a legal entity and the agent is an individual.
If the agent is a legal entity and the customer is an individual.

In the first case, the interests of the principal are represented by a specialist in the general taxation system. A representative can receive products for sale, but an invoice is drawn up only when selling to a client from the agent himself. The agent receives income only from the customer’s profit - taking this into account, it is necessary to maintain reporting. VAT is generated on invoices and other documentation.

In the second case, as in the first, all the customer’s revenue is taken into account by the accounting department, but VAT is paid on profit. Payment for the representative's service is made from the income of the individual. In the third case, the agent pays VAT only on his profit. It is important to take into account here that funds received from sales should also be taken into account, but not passed as income in the debit of the account. Please note that when transferring goods for sale, this is not a sale - this is not documented.

Video

2. The concept and legal nature of an intermediary agreement. Scope of application of intermediary agreements.

Intermediary agreements regulate relations regarding the performance by one person in the interests of another person of actions regarding goods.

Intermediary agreements are a separate group of agreements provided for in the Civil Code of the Russian Federation, in accordance with the terms of which one party undertakes to perform in the interests of the other party any legal (and sometimes other) actions, usually transactions.

Intermediary agreements have many similarities with agreements for the provision of services, as well as purchase and sale agreements, supply agreements and similar agreements. And yet they need to be distinguished, including in order to correctly implement the taxation of business transactions.

Within the framework of intermediary agreements, legal actions are usually performed, and within the framework of agreements for the provision of services, supplies and purchase and sale - actual actions. True, there is an exception here: after concluding an agency agreement, the principal has the right to demand that the agent perform certain actual actions (although most theorists are still inclined to believe that the range of such actual actions is strictly limited - they must be in close connection with legal actions).

In addition, a characteristic feature of all intermediary agreements, which distinguishes them from contracts for the provision of services, is the fact that the deadline for the execution of the intermediary agreement is not one of its essential conditions. On the contrary, from a systematic analysis of the provisions of Art. 783 and art. 708 of the Civil Code of the Russian Federation it follows that the contract for the provision of paid services must indicate the initial and final terms for the provision of the service, otherwise such contracts will be considered not concluded. Finally, it is worth noting that, unlike intermediary agreements, in a contract for the provision of services the parties are called “customer” and “performer”, in a delivery agreement – “buyer” and “supplier”, etc.

Differences in the legal nature between intermediary and all other agreements determine the specifics of their taxation.

The scope of application of intermediary agreements is very wide; with the help of an intermediary company, you can sell some product or, conversely, purchase it. Under a contract, you can delegate instructions to an attorney and perform certain actions on your own behalf. Or you can engage an intermediary company to sell any services or instruct the intermediary to purchase them for you.

In the latter case, one circumstance arises that has a fairly large impact on the use of intermediary agreements in the service sector. The fact is that the place where the service is considered to be provided is quite difficult to determine.

The mediation agreement includes the obligations of the parties, conditions for fulfilling contractual obligations, details of the parties, as well as various additions depending on the type of agreement.

There are four types of intermediary agreements:

1) instructions;

2) commissions;

3) consignment;

4) commercial concession.

Agency agreement- this is an agreement drawn up in accordance with current legislation, under the terms of which one party (the attorney) undertakes to carry out certain legal actions on behalf and at the expense of the other party (the guarantor).

Thus, on behalf of the principal, the attorney can accept cargo arriving at the principal’s address. In addition to legal actions, the attorney also performs actual actions, but they are collateral, not primary, and therefore do not change the qualifications of the contract. The rights and obligations under a transaction completed by an attorney arise directly from the principal. The rights and obligations of the attorney are determined by the contract, as well as by the power of attorney, which the principal is obliged to issue to the attorney (Article 975 of the Civil Code of the Russian Federation). In addition, the attorney carries out the assignment given to him in accordance with the instructions of the principal. The order must be legal, feasible and specific (Article 973 of the Civil Code of the Russian Federation).

The special features of an agency agreement are the following: in contrast to a general civil agency agreement, in cases where the agency agreement is related to the implementation of entrepreneurial activities by both parties or one of them, the agency agreement is always of a compensated nature (Article 972 of the Civil Code of the Russian Federation).

A commercial representative - an attorney - has the right to retain things in his possession that are subject to transfer to the principal in order to secure his claims under the agency agreement (Article 972 of the Civil Code of the Russian Federation).

An attorney acting as a commercial representative may be given the right by the principal to deviate in the interests of the principal from his instructions without prior request for this. In this case, the commercial representative is obliged to notify the principal within a reasonable time of the deviations made, unless otherwise provided by the contract (Article 973 of the Civil Code of the Russian Federation).

The principal has the right to cancel the assignment, and the attorney has the right to refuse it at any time. In this case, the party renouncing the contract of agency providing for the actions of the attorney as a commercial representative must notify the other party of the termination of the contract no later than 30 days in advance, unless the contract provides for a longer period. When reorganizing a legal entity that is a commercial representative, the principal has the right to cancel the order without any prior notice (Article 977 of the Civil Code of the Russian Federation).

The subject of the agency agreement is the completion of a transaction, but the subject of this agreement cannot be an action of a personal nature. The parties to the agency agreement can be both legal entities and capable citizens. Contract form – written or oral, but the attorney carries out his activities on the basis of a power of attorney. The agency agreement is used to perform the same type of strictly defined actions.

Term of the agency agreement: can be concluded with an indication of the period during which the attorney has the right to act on behalf of the principal, or without such an indication, but in any case this period cannot exceed the term of the power of attorney.

Commission agreement(lat. comissio) - an agreement according to which one party - the commission agent - undertakes an obligation to the other party - the principal - for a fee to conclude one or more transactions with a third person or persons in the interests and at the expense of the principal, but from his own, the commission agent , name.

A commission agreement is an independent type of agreement. Along with the commission agreement and the agency agreement, the commission agreement can be classified as a group of intermediary agreements.

The commission agreement on the territory of Russia is governed by the provisions of the Civil Code of the Russian Federation. In accordance with the terms of the Civil Code of the Russian Federation, the features of certain types of commission agreements may be provided for by another law (except for the Civil Code of the Russian Federation) and other legal acts (decree of the President of the Russian Federation, decree of the Government of the Russian Federation, other legal acts)[

Under a transaction made by a commission agent with a third party, the commission agent acquires rights and becomes obligated, even if the principal was named in the transaction or entered into direct relations with the third party for the execution of the transaction.

A commission agreement can be concluded for a certain period or without specifying the period of its validity, with or without indicating the territory of its execution, with or without the obligation of the principal not to grant third parties the right to carry out transactions in his interests and at his expense, the execution of which is entrusted to the commission agent. obligations, with or without conditions, regarding the range of goods that are the subject of the commission.

The commission agent has the right to reimburse all his expenses incurred in the performance of his duties as a commission agent, and also to receive a commission for the performance of his duties.

The commission agent is not liable to the principal for the fulfillment by a third party of the obligations of such a third party under transactions concluded by the commission agent in the interests of the principal. However, the commission agent and the principal may stipulate the existence of del credere in the commission agreement.

The services a commission agent provides to the principal in fulfilling his obligations are often called “commission services.”

Differences from the contract of agency

The commission agreement has some differences with the agency agreement. Unlike a contract of agency, where an attorney acts on behalf of his principal, a commission agent in transactions with third parties acts on his own behalf, creating in these transactions obligatory rights and obligations directly for himself, and not for the principal.

However, everything that the commission agent received as a result of the fulfillment of obligations under such transactions concluded by him as a commission agent with a third party (persons) becomes the property not of the commission agent, but directly of the principal, regardless of what is indicated in the transactions concluded commission agent with a third party(ies).

As already noted, under an agency agreement the attorney acts on behalf of the principal, and under a commission agreement the commission agent acts on his own behalf. Another difference between a commission agreement and an agency agreement is that under an agency agreement the attorney undertakes to perform any legal actions, and not just transactions, while under a commission agreement the commission agent performs only transactions, that is, actions aimed at creating, changing or terminating rights and responsibilities.

Differences from an agency agreement

An agency agreement differs from a commission agreement in that the agent undertakes to perform both legal actions, including transactions, and actual ones. Moreover, depending on the terms of the agreement, the agent can act both on behalf of the principal (mandate agreement model) and on his own behalf (commission agreement model). Thus, an agency agreement is a concept that includes, among other things, two named types of agreement: an agency agreement or a commission agreement (legal actions), on the one hand, and an agreement for the provision of paid services (actual actions), on the other hand, in addition, As can be seen from the description of the agency agreement, the latter also includes a trust management agreement.

An intermediary firm is a person or firm that stands between the producer and consumer of a product and facilitates it.

The intermediary exists where there are civilized market relations. By identifying problems and helping to solve them, the mediator acts as a catalyst.

Trade and intermediary firms include enterprises that are legally and economically independent of the manufacturer and consumer of goods. They act to make a profit, which they receive either as a result of the difference between the prices from producers and the prices at which these goods are sold to customers, or in the form of remuneration for the services provided in promoting goods to the market.

Classification of trading and intermediary firms

The experience of developed market economies shows that a large number of different enterprises, organizations and individuals who perform trade and intermediary functions are involved.

Intermediary firms can be classified according to various criteria.

The main feature is functions performed. On this basis the following are distinguished:

universal intermediaries - perform the full range of services. Ego distributors, wholesalers-merchants;
specialized intermediaries - perform separate functions, so they are divided into:
- information and contact (promote the establishment of economic ties between suppliers and consumers),
- informational (pure) - do not have the goods at their disposal and carry out sales according to the manufacturer’s conditions,
- search agents (they are called sales agents) are, as a rule, agents of industrial companies who search for buyers in certain regions. They work on the basis of an agreement or instructions, facilitate the conclusion of transactions between the seller (commodity owner) and the buyer, concluding them on behalf of the commodity owner,
- attorneys (importing agents) act on the basis of a contract of agency on behalf and at the expense of the principal. Agents enter into agreements that stipulate their powers regarding the technical and commercial terms of the transaction. The contracts signed by the agents are executed by the principals. Agents receive compensation for their services. Agents can be firms or legal entities licensed for this type of activity,
- Wholesalers-messengers carry out sales by mail, i.e. send out catalogs for individual product groups, and send orders by mail,
- Traveling wholesalers not only sell for cash, but also deliver goods to customers. Usually this is a limited range of non-perishable products (bread, milk, fruits),
- Wholesaler organizers work with those that are characterized by a lack of packaging (heavy equipment, timber, coal). They do not have stocks of goods, but, upon receiving an order from a buyer (retail trade enterprises), they find a manufacturer who ships this product to the buyer.

Types of intermediaries

Based on their subordination and the nature of the transactions performed, intermediaries can be divided into three types:

independent;
formally independent;
dependent (related to production).

Independent intermediaries

Independent intermediaries(both legal entities and individuals) act on their own behalf and at their own expense. In relation to the manufacturer, they act as buyers purchasing goods on the basis of a sales contract. They become the owners of the product and can sell it on any market and at any price.

There are:

Full-service wholesalers who provide inventory storage, lending, product delivery, and management assistance services. They can conduct operations with a variety of assortments;
limited-service wholesalers who provide significantly less services to customers. They can trade on a cash basis, without delivery of goods, with usually a more limited range.

Independent intermediaries form the basis of the system of wholesale structures, since they handle a large number of retail trade enterprises and carry out a fairly wide range of operations. This includes dealers, distributors, jobbers, wholesalers-merchants, wholesale enterprises, trading houses, wholesalers-traveling salesmen, wholesalers-organizers, wholesalers-consignors, wholesalers-messengers.

Dealers- an individual or legal entity that buys goods from industrial enterprises and sells them to customers, taking on service responsibilities (minor repairs, supply of spare parts). Their income is generated by the difference in purchase and sales prices.

Distributors(English - distribution) - an individual or legal entity serving various industries, having warehouses and vehicles and carrying out commercial activities on its own behalf and at its own expense. Most often they are engaged in the sale of industrial products or sell imported goods within the country.

A distributor who purchases goods, warehouses them, stores them, prepares them for final consumption, constitutes a group of “full service” distributors (or regular type).

Distributors of the regular type work according to specialization, have a clear number of positions for each group, so they can use specialized means of transportation, loading, unloading and storage. They are mainly in the mechanical engineering market (computers, televisions, cars).

Another group of distributors is “ irregular type"(with an incomplete, limited range of services) only purchases goods from regular manufacturers and sells them. This is a larger group. They are engaged in the sale of perishable agricultural products or small industrial quantities of a varied assortment on the “buy and take” principle (“cash and carry”), i.e. no services.

Jobbers— dealers who, at their own peril and risk, independently buy and sell goods (in small quantities).

Jobbers can also work on stock exchanges. These are stock exchange intermediaries who carry out their intermediary activities by buying large quantities of goods and immediately selling them to other jobbers or brokers, while making money on the price difference. They make transactions on their own behalf and at their own expense, influence the price level and bear the risk in full.

Formally independent intermediaries

Formally independent intermediaries appeared in connection with the desire of manufacturers to include these enterprises in their production and sales cycle through a system of contracts. To do this, the following types of contracts are used:

contract of assignment, which is concluded with attorneys or sales agents;
commission agreement, which defines the powers of commission agents (they find partners, sign contracts with them on their own behalf, but at the expense of the seller or buyer);
simple mediation agreement.

Dependent Intermediaries

Dependent Intermediaries are authorized sales agents (as if by the sales department of the manufacturer) and work on the basis of fixed-term and indefinite employment agreements. Dependent intermediaries do not lay claim to the goods, working on a commission basis.

Broker- individuals or legal entities (brokerage firms) who find mutually interested sellers and buyers, bring them together, but do not participate in the transaction, either on their own behalf or on behalf of the guarantor.

Their task is to find a buyer for the manufacturer's (seller's) products and a seller for the buyer and facilitate the signing of a contract between them.

Purchasing offices- independent commercial enterprises. Payment for their services is based on a certain percentage of annual sales.

Purchasing offices are close in nature to brokers (they provide their clients with information on price movements, information about potential partners, and conclude transactions at the direction of their clients).

Rice. 12.2. Types of dependent intermediaries

Industrial agents- independent specialized firms that work with non-competing, complementary goods and have the exclusive right to sell them in a certain territory.

Sales agents- enterprises and individuals performing, under an agreement with the manufacturer, the entire range of functions for the distribution of the entire range of manufactured products.

Sales agents- individuals or legal entities who, on the basis of an agreement with the seller or buyer, have the right to facilitate the conclusion of transactions for a relatively long period. Sales agents act as representatives of sellers and buyers and receive compensation under an employment contract based on performance.

Groups of sales agents:

representatives of manufacturers - individuals or legal entities with whom the manufacturer enters into an agreement, which determines the pricing policy for the purchase and sale of goods, the territory, boundaries of the agent’s activities, the procedure for submitting orders, the service system, the size of commission rates;
distributors;
Purchasing agents are representatives of buyers who take responsibility for the safety, quantity, quality and incoming goods. They act on behalf of the buyer and fulfill his conditions for purchasing goods. For their work they receive remuneration as a percentage of the volume of goods purchased and delivered.

Commission intermediaries operate on the basis of a commission agreement concluded with the goods owner or buyer.

The owners of the goods for this type of transaction are called the principal. He instructs the commission agent to carry out transactions on his own behalf and at the expense of the principal, who bears all the commercial risk.

Commission agents act as sellers of goods to third parties and are responsible for the safety of products. They are not responsible for third party transactions or payment obligations.

Consignee- a wholesale trader (enterprises or individuals) who receives goods from a guarantor to his warehouse and sells them on his own behalf, but at the expense of the manufacturer by a certain date. He offers non-food products and sets the price himself. He sends a van to the store, and the representative sets up a display of goods in the sales area.

The activity is based on a consignment agreement. Consignment agreement - a special type commission agreement.

Consignees act mainly in foreign trade transactions. The consignor makes payments to the consignor upon the sale of the goods. Goods not sold by the deadline may be returned to the exporter.

Trade brokers operate as regular distributors, but have a narrower profile of activity and are associated with large-sized cargo, the transportation and transfer of which is very labor-intensive.

There are so-called informal intermediaries - As a rule, these are individuals who have personal connections in various fields and act on their own behalf. They rely on their reputation, knowledge, experience and personal relationships. As a rule, they do not bear material obligations, but receive a certain remuneration for their services, and are not bound by legal contracts and obligations.

In recent years, especially in Western countries, a category has emerged "virtual" intermediaries who use the Internet for their activities. The seller or buyer places their websites on the Internet, where they indicate the type of their activity, the goods or services offered.

Factors influencing the choice of intermediary

There are many factors that influence the choice of intermediary. These include:

legal security of the intermediary, i.e. availability of the necessary and legally correct documents giving the right to provide mediation services;
competence of the intermediary, i.e. knowledge of the essence of the problems that he needs to resolve, knowledge of the consumer properties of the goods, the ability, if necessary, to promptly provide assistance in transportation, storage, safety of the goods, timely payment for the goods as agreed;
financial security, i.e. the ability of the intermediary to fulfill its obligations and bear financial responsibility in accordance with the agreements concluded by the interested parties;
the reputation of the intermediary, i.e. the opinion of those who have already used or are using his services, correctness in drawing up and fulfilling their obligations and agreements.