Acceptance and transfer acts. Samples and forms 2021

Last update: 09/27/2021

The actual transfer of the apartment by the Seller and its acceptance by the Buyer takes place according to the Apartment Acceptance and Transfer Certificate (Deed of Transfer) . This obligation of the parties to the contract is regulated by Art. 556 of the Civil Code of the Russian Federation.

In essence, the Transfer Deed is a continuation of the Apartment Sale and Purchase Agreement, and indicates the actual fulfillment of the obligations of the parties under the agreement. The act is drawn up in any form, but with mandatory reference to the main agreement, and a list of necessary information and details (see below).

In the secondary market, the Transfer Deed can be drawn up independently. But if the Apartment Sale and Purchase Agreement was drawn up for us by a lawyer or a notary, then it is more logical for the Act , along with the agreement.

Acts of acceptance and transfer of apartments are present in both the primary and secondary housing markets; They have the same essence, but they differ somewhat from each other in content and in their legal consequences. Let's look at them one by one.

How to correctly accept an apartment from a Developer - basic rules.

Concept, functions and purposes of the transfer deed

A deed of transfer is a document defining the rights and obligations of legal entities during reorganization. In essence, reorganization is one of the forms of termination of the existence of a legal entity with the transfer of rights and obligations to another legal entity.

The definition of a document is enshrined in the provisions of the Civil Code. Article 58 states that this form of transfer of rights and obligations is not suitable for all reorganization options. There is no need to draw up these acts during annexation, merger, or transformation. When selecting and dividing, you must create such a document.

The law does not provide for a clear form of drawing up the document. The transfer deed must contain a number of provisions that reflect:

Accounts payable and receivable;
Various forms of obligations;
List of property that belongs to the entity subject to reorganization.

In the process of reorganization, the transfer act is used to compile a list and delineate the responsibilities and rights of participants in the process of reorganization of a legal entity:

Includes a list of rights that are transferred from one subject to another;
Contains a list of property transferred during the reorganization process;
The transfer act during reorganization allows you to regulate the level of responsibility and obligations of legal entities.

The transfer act is drawn up on the basis of the inventory procedure of the property of the legal entity whose reorganization is being carried out.

The obligations of a legal entity are also subject to inventory. The document is subject to approval by the body that decided on the need for transformation, or by the founders of the enterprise.

If it is necessary to register new entities created in the process of reorganization by separation, or if it is necessary to make changes to the main documents of a legal entity, the procedure requires the preparation of a transfer act.

According to the law, if there is no transfer deed or there are no provisions on the legal successor in the document drawn up, the authorized authorities may refuse to register the new entity formed as a result of the transformations.

Methods for reorganizing a legal entity

Reorganization, as a form of termination of the existence of a legal entity or its transformation, can be carried out in the following ways:

Spin-off: one enterprise is formed by spinning off several or one new one. Part of the rights and obligations is transferred to the new legal entity or entities.
Division: A business ceases to exist by dividing into new legal entities that assume rights and obligations.
Transformation: involves changing the form and organization of the enterprise.
Merger: the combination of enterprises by terminating the activities of the legal entities that they were before the merger process began.
Merger: two or more legal entities cease to exist by merging with another entity, transferring their rights and obligations to that entity.

The rules governing the reorganization process are specified in laws and regulations.

Form, procedure for drawing up the transfer deed

According to the legislation, there is no specific universal form for drawing up a document. The procedure for filling out the act implies the mandatory inclusion in the text of the document of the rights and obligations that are transferred to the legal successor. The transfer deed states the fact of transfer of rights and obligations to the legal successor. A mandatory requirement is the approval of the act by the persons who are the authors of the idea of reorganizing the legal entity. It is worth noting that the absence of a provision on a legal successor may become a basis for refusal if, after the reorganization, it is planned to form a new legal entity.

The document includes several mandatory provisions: name, date, place of registration, confirmation of the transfer of responsibilities and rights to another or other legal entities, the amount of debts, a list of property that is transferred by the reorganized legal entity to the successor, obligations are indicated, signatures that certify the document.

It is imperative to approve the fact of transfer of obligations and rights by the persons who made the decision on the reorganization. The general form and procedure for filling out is free.

The clause confirming the transfer of rights and obligations requires precise indication of the names of the companies between which the agreement is concluded. The list of property that contains the transfer deed necessarily includes the value of this property at the time of signing.

In some cases, if the lists of property, liabilities and assets are extensive, the preparation of appendices is required. The number of documents drawn up depends on the form of reorganization. For example, during a merger, each party draws up a transfer deed.

It is worth noting that this document is not considered mandatory for some forms of reorganization, but the provisions of the Civil Code note the special importance of the document during reorganization.

Required details

name – explains what kind of business paper it is;
place and full date of filling;
information about the parties to the transaction (names of companies, full names of managers and their passport details, legal addresses, contact numbers);
reference to important parameters of the contract (subject, date of conclusion, serial number);
a detailed and detailed description of the product (quantitative and qualitative indicators, key features, and, if any, defects);
company seals and MOL signatures.

The cost of stocks sent for storage must also be entered. So the act of acceptance and transfer of the warehouse (the sample of which coincides with the forms already given above) will reflect the value of the asset. To complete the picture, you also need to indicate VAT (or a legal reason for non-payment of tax) - this will help avoid disputes and misunderstandings with the other party.

When concluding transactions directly, information about receipt of full or partial prepayment is optional, but highly desirable, as it significantly simplifies further mutual settlements. If third parties are involved, this information must be provided.

Features of the content of the transfer deed

The transfer act includes information that confirms the transfer of rights and obligations from one legal entity to another. This is the most important provision in the act. The document is drawn up in free form - there is no universal template approved by law.

You must specify:

Names of organizations that participate in the reorganization;
Date and place of document preparation;
Confirmation of the fact of transfer of rights and obligations;
List of transferred property indicating their value (at the time of signing the document;
List of debts;
Approval of the act has the most important legal significance.

Notification of the start of the reorganization procedure requires indication of the parties to the agreement, the form of reorganization, the date, and the number of participants in the process.

The authorized tax service may refuse to approve a document if it does not contain a provision on the transfer of rights and obligations or the act is not submitted to the body that deals with state registration.

What should be contained in the document

The act of acceptance and transfer of an apartment may look different, since there is no clear form approved at the legislative level . But the document must contain mandatory conditions to give it legal force and identify all the parameters of the transaction without claims.

It follows that it is necessary to provide an approximate sample of the act, which is drawn up taking into account the following points :

The “header” contains information that the deed is an addition to the main apartment purchase and sale agreement. It is important to write the number of this agreement and the date of conclusion, the place where the act was written and the date of its signing.
Next comes the main part , in which the data of the seller and the buyer is written - the full names of both parties and the owners of the property, if the apartment is registered in shares.
The main part contains the legal address of the apartment , its total and living area, the number of rooms and the appearance of the living space. It is not enough to write “satisfactory condition”; it is recommended to fully characterize the ceiling, windows, walls and floor separately. It is better to indicate what material was used for finishing and its condition at the time of transfer of the living space. They approach the issue especially carefully if the apartment could have stood for a long time and no one lived in it.
The main part describes the condition of communications - water and heating pipes, electrics and its compliance with fire safety requirements. If the Internet is present, this is also indicated in the act. This only happens if the connection and the contract remain with the apartment. When a user re-registers, you can only show in the act the presence of a cable for connecting to the Internet. It is important to mention the presence of a fire alarm, and its serviceability - you can check it when handing over the apartment in accordance with the equipment instructions.
The main part contains all the existing defects in the apartment that were discovered by the buyers or indicated by the seller.
List the documents that are attached to the agreement - this is a certificate of ownership, the basis agreement, in accordance with which the apartment is transferred, an extract from the personal account, and others.
The act ends with the final part . It indicates that all information specified in the document has been verified and confirmed by the parties. The fact is stated that the property has been transferred from the seller/lessor to the buyer/tenant.
At the end, they put the date of signing the act , as well as their signatures with initials. This rule must be observed: all parties to the transaction must sign the document.

Note! Often, the parties try to conclude a preliminary act of acceptance and transfer of the apartment for delivery to the MFC or Rosreestr, since registration of the transaction without this document is impossible. But if suddenly in the future it is necessary to restore the act, the applicant will receive only the type that was registered with the state institution. Therefore, if the final document entered into between the parties differs from the one recorded, problems may be encountered.

Persons and bodies approving the transfer deed

The decision to transfer rights and obligations from one organization to another is made by decision of the participants of the legal entity. In addition to the company's participants, a decision on reorganization can be made by another body that, by law, has such rights. If the organization is unitary, the main decision is made by the person who is the owner of the property.

If reorganization occurs in joint-stock companies, the decision on reorganization is made by the meeting of shareholders - this is required to avoid conflict situations.

The exact list of persons who approve the document is not specified in laws and regulations. The main factor that influences the list of persons approving a document is the form of reorganization:

Merger and transformation: the signature of the head of the enterprise is required, who transfers rights and responsibilities. Reason: The receiving party cannot approve the document yet because it does not exist.
Accession: Since both organizations, receiving and transferring, exist, the signatures of the counterparties involved in the accession are required.

The notification of the beginning of the reorganization procedure is drawn up in a form with a precise indication of the parties with the names of the reorganization form and other data.

Reorganization by any means requires approval of the document by the parties, and confirmation in writing of the fact of transfer of rights and obligations.

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Results

Often, enterprises ignore the need to draw up an act in the TORG-1 form and accept goods according to TORG-12, issued by the supplier.
But the purpose of the TORG-12 invoice and the TORG-1 Act is different, so failure by a trade organization to draw up a Goods Acceptance Certificate can have very negative consequences for it in the future. You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.