Guarantee agreement between legal entities sample. Guarantee agreement (standard form). Guarantee agreement for the fulfillment of obligations under an agreement on the provision of a bank guarantee

The most serious document among all civil law agreements is the pledge agreement. Its subject, content and form are regulated by many articles of the Civil Code of the Russian Federation. The conclusion of such an agreement is a mandatory step in your actions if you want to take a mortgage, apply for a secured loan at a bank, and in other similar cases. Pledge is a way to secure the fulfillment of an obligation, which allows the pledgee to achieve satisfaction at the expense of the pledged property. It is regulated not only by the Civil Code of the Russian Federation, but also by two federal laws: “On pledge” and “On mortgage (mortgage of real estate)”.

The concept of a pledge agreement and its form A pledge agreement is an agreement between a bank (called the pledgee) and a borrower (called the pledger). By virtue of this agreement, the pledgee under the obligation secured by the pledge is entitled, if the borrower fails to fulfill this obligation, to receive satisfaction at the expense of the pledged property. At the same time, he has an advantage over other creditors of the owner of the property (mortgagor), with some exceptions established by law. The text of the contract must contain the following essential conditions: subject of pledge; Evaluation of items; Basic information about the main obligation; Which party owns the mortgaged property? The form of the pledge agreement must be in writing. A notarial written form of a real estate pledge agreement and a pledge of movable property or rights to it is required if the main agreement is concluded in a notarial form. An agreement on the pledge of real estate (mortgage) must undergo state registration. The law may provide for the accounting or registration of a pledge agreement and pledges by virtue of the law of certain types of movable property. Failure to comply with the provisions on the form of the contract, as well as the fact of state registration, indicates its invalidity only in cases stipulated by law or the contract. Pledge agreement. Subject and parties to the contract One of the essential conditions of the pledge agreement is the subject of the pledge agreement. The subject of a pledge may be movable or immovable property, as well as existing or future rights to something. In general, the subject of a pledge agreement is property transferred by the pledgor to secure an obligation, for example, things and property rights. However, in accordance with paragraph 1 of Article 336 of the Civil Code of the Russian Federation, the pledge of certain types of property may be somewhat limited or prohibited. The parties to the pledge agreement are the pledgee and the pledgor. At the same time, not only the debtor himself, but also a third party can be a pledgor (paragraph 1 of Article 335 of the Civil Code of the Russian Federation). In addition, the pledgor must be the owner of the thing or a person who has the right of economic management over it. A pledgor is a person who provides property to secure obligations. mortgagee – This is a person who accepts this property in order to secure his right to claim. The parties to the pledge agreement are not only individuals, but also legal entities. Incapable or partially capable persons do not have the right to be parties to a pledge agreement, and if a legal entity is a party to the agreement, then it must be legally capable. The main elements of a pledge agreement Subject of the contract. The subject of pledge (property that is pledged) provides for the definition of its name, quantitative and qualitative characteristics and other features that allow individualization of this property, distinguishing it from the mass of similar things. If the subject of the pledge is property rights, then it must be determined what specific rights are pledged, what their content is, what obligations they arise from, etc. Contract time. It is obligatory to set a deadline for the fulfillment of the obligation, which is secured by a pledge. There must be a specific start date of the contract, and the end date is the day of full fulfillment of obligations. The procedure for transferring the subject of pledge. It is determined that the subject of pledge is transferred to the pledgee, and its delivery is carried out by means and forces of the pledgor. When transferring the subject of pledge to the pledgee, a bilateral act of acceptance and transfer of the subject of pledge must be drawn up. Rights and obligations of the parties. The pledger has the right: Require the pledgee to provide the necessary measures for the safety of the subject of pledge. Check according to the documents and in fact the presence, quantity, storage conditions and condition of the pledged item, which is held by the pledgee. Demand compensation from the pledge holder for damages caused by damage or loss of the subject of pledge, in repayment of obligations secured by the agreement. At any time, demand termination of the contract or early fulfillment of the obligation in case of improper storage or use by the pledgee of the subject of pledge. Change the subject of pledge with the written consent of the pledgee. With the consent of the pledgee, transfer to a third party the rights to the subject of pledge with the transfer to the principal debt to a new pledger. The pledger is obliged: Pay taxes, fees and other payments due from him as from the owner (possessor) of the subject of pledge. Guarantee that at the time of the conclusion of the contract, the subject of the pledge is not collateral for other obligations prior to the contract, and is free from the rights of third parties. The pledgee has the right: If the amount received from the sale of the subject of pledge is insufficient to cover the claims of the pledgee, to receive the missing amount from other property of the pledger. Get insurance compensation for the loss or damage of the collateral in the absence of fault. Transfer your rights under the contract to another person by assigning the right to claim. If there is no fault in the occurrence of a real threat of loss or damage to the pledged item, demand to replace the pledged item. The mortgagee undertakes: Do not use collateral. ensure the measures necessary for the safety of the subject of pledge, including for the purpose of protecting it from the claims and encroachments of third parties. Immediately notify the pledgor of the occurrence of a real threat of loss or damage to the subject of pledge. After fulfillment by the pledgor of the obligation secured by the contract, immediately return the subject of pledge to him. Conditions for foreclosure on the subject of pledge. It is determined that foreclosure on the pledged property is the derivation by the creditor of satisfaction from the value of the pledge in conditions when the debtor does not fulfill the obligation guaranteed by the corresponding pledged property. Foreclosure may be made under the following conditions: the debtor has not fulfilled the obligations guaranteed by the pledge; the pledgor improperly fulfilled the obligations secured by the pledged property. The debtor himself or a third person who is a pledgor may, at any time before the sale of the pledged property at a public auction, stop the collection procedure. To do this, the pledger must do one of two things: fully repay the obligation, which is guaranteed by the pledge agreement; to fulfill that part of the obligation in respect of which he made a delay. Responsibility of the parties. It is envisaged that the parties are liable for non-fulfillment or improper fulfillment of their obligations under the contract and in accordance with the law Russian Federation. The penalty under the contract can be paid only on the basis of a written and justified request of one of the parties. Grounds and procedure for termination of the contract. It is noted that in accordance with Article 352 of the Civil Code of the Russian Federation, a pledge agreement is terminated: in connection with the termination of the main obligation; in case of gross violation by the pledgee of the obligations stipulated by the agreement when selling the subject of pledge at a public auction or if it turned out to be impossible to sell it; at the request of the pledgor, if the pledged property may be lost or damaged; as a result of the destruction of the subject of pledge, if the pledgor did not use his right to replace the subject of pledge. In case of termination of the pledge due to the fulfillment of the obligation. secured by a pledge, or at the request of the pledger, the pledgee who had the pledged property must immediately return it to the pledger. Resolution of disputes from the contract. It is noted that the pre-trial settlement of disputes from the contract is mandatory for the parties. The parties send claim letters by registered mail with acknowledgment of receipt to the addressee. The term for consideration of the claim letter is determined. In all other respects that are not provided for by the contract, the parties must be guided by the current legislation of the Russian Federation. Force Majeure. It is noted that the parties are not liable for partial or complete failure to fulfill obligations under the contract in cases where the reason for the failure to fulfill obligations was force majeure. Force majeure circumstances include: earthquakes, floods, fires, strikes, wars, actions of public authorities and others. The party for which the performance of its obligations has become impossible shall immediately notify the other party of the force majeure circumstances and provide supporting documents. The parties acknowledge that their insolvency is not considered a force majeure event. Addresses and details of the parties. Passport data and addresses of both parties must be given. Pledge agreement template PLEDGE AGREEMENT MOVABLE PROPERTY "___" __________ y. ____________________ Hereinafter referred to as ___ "Pledgor", represented by __________, acting ___ on the basis of ____________, on the one hand, and ______________, hereinafter referred to as __ "Pledgee", represented by ____________, acting ___ on the basis of ________, on the other hand, collectively referred to as the "Parties", and individually, the “Party”, have entered into this agreement (hereinafter referred to as the Agreement) as follows. 1. THE SUBJECT OF THE AGREEMENT. GENERAL PROVISIONS 1.1. In accordance with the Agreement _____________ N _____ dated "___" __________ _____ (hereinafter referred to as the Agreement __________ N ______), the Pledgor has an obligation to the Pledgee __________ (the essence of the obligation is indicated, for example: “for payment for the goods”, “for the return of the loan amount and interest”) in the amount of _____ (__________) rubles, including VAT _____ (__________) rubles. (or"NDS is not appearing" (in particular, if the obligation arises from the Loan Agreement)). The term for fulfilling the obligation under the Agreement __________ N _____: _________________________. 1.2. In order to secure the fulfillment of the obligation named in clause 1.1 of the Agreement, the Pledgor pledges to the Pledgee the following property: _________________________(the name and individual characteristics of the pledged property are indicated) (hereinafter referred to as the Subject of Pledge). 1.3. The subject of the pledge belongs to the Pledgor (choose one) - on the right of ownership, - on another real right, which is confirmed by _________________________________ (the details of the title documents or other documents that can confirm the ownership right (other real right) to the subject of pledge are indicated), and guarantees that at the time of conclusion of the Agreement, the Subject of the Pledge is not in dispute or under arrest, has not been pledged under another agreement and is not encumbered with other rights of third parties. 1.4. The cost of the Subject of Pledge is: _____ (__________) rubles, which ensures the requirement of the Pledgee (choose one) - in full by the time of its satisfaction, including, but not limited to, the amount of debt, interest, penalties, reimbursement of collection costs. — in the following part: _________________________ (indicates the amount of the Pledgee's claims that can be satisfied at the expense of the value of the Subject of Pledge). 1.5. Subject of pledge (choose one) — may be replaced with the consent of the Pledgee. — is not subject to replacement, except as provided by law. 2. POSSESSION OF THE PLEDGE. CONTENT AND SAFETY OF THE SUBJECT OF THE PLEDGE 2.1. Subject of pledge (choose one) — remains with the Pledgor. In this case, the pledge of the Pledgee arises from the moment of conclusion of the Agreement. - is transferred to the Pledgee under the act of acceptance and transfer, which is an integral part of the Agreement. In this case, the pledge of the Pledgee arises from the moment of signing the Act of acceptance and transfer of the subject of pledge (movable property) (Appendix No. 1). The subject of pledge must be transferred, and the Certificate of acceptance and transfer of the subject of pledge (movable property) is signed no later than _______ (____________) working days from the date of signing the Agreement. In case of delay in the transfer of the Subject of Pledge, the Pledgee has the right to demand from the Pledgor payment of penalties in the amount of ___________ (a fixed amount or a percentage of the value of the Subject of Pledge is indicated (clause 1.4 of the Agreement)) for each day of delay. 2.2. The risk of accidental loss or accidental damage to the Subject of Pledge shall be borne by (choose one) - Pawnbroker. - The mortgagee. (Clause 2.3 is included in the Agreement if the Subject of Pledge is transferred to the Pledgee / otherwise the subsequent numbering of the clauses should be changed) 2.3. The Pledgee is responsible for the loss of the Pledge transferred to him in the amount of its market value, and for damage to the Pledge - in the amount by which this value has decreased. The pledgee shall be released from the said liability if he proves the absence of his guilt. (Clause 2.4 is included in the Agreement if the Parties are interested in insuring the Subject of Pledge (Clause 1, Clause 1, Article 343 of the Civil Code of the Russian Federation) / otherwise, the subsequent numbering of clauses should be changed) 2.4. The obligation to insure the Subject of Pledge against the risks of loss and damage is borne by (select the one you need depending on which of the Parties has the Subject of Pledge) - Pawnbroker. - The mortgagee. The subject of pledge is insured at the expense of (choose one) — pledger — Pawnee in the amount of _____(on general rule sum insurance compensation cannot be lower than the amount of the obligation secured by the pledge (clause 1 clause 1 article 343 of the Civil Code of the Russian Federation)). 3. FOREWORDING THE SUBJECT OF PLEDGE 3.1. Enforcement of the Subject of Pledge is carried out (choose one) - By the tribunal's decision. - out of court. 4. TERMINATION OF PLEDGE 4.1. The pledge is terminated from the moment of full fulfillment of the obligation secured by the pledge specified in clause 1.1 of the Agreement, or on other grounds provided for in clause 1 of Art. 352 of the Civil Code of the Russian Federation. (included in the Agreement if the Subject of Pledge is transferred to the Pledgee (clause 2.1 of the Agreement)) The subject of the pledge shall be returned to the Pledgor after the fulfillment of the obligation secured by the pledge under the Act of return of the subject of pledge (movable property) (Appendix No. 2), which is an integral part of the Agreement. 5. DISPUTES RESOLUTION 5.1. All disputes related to the conclusion, execution, interpretation, amendment and termination of the Agreement, the Parties will resolve through negotiations. 5.2. In case of failure to reach an agreement through negotiations, the interested Party sends a written claim signed by an authorized person. Claims can be submitted in any of the following ways: - by registered mail with acknowledgment of receipt; - courier delivery. In this case, the fact of receipt of the claim must be confirmed by the receipt of the Party in its receipt. The receipt must contain the name of the document and the date of its receipt, as well as the surname, initials, position and signature of the person who received this document. 5.3. The claim must be accompanied by documents substantiating the requirements of the interested Party (if the other Party does not have them) and documents confirming the authority of the person who signed the claim. These documents are submitted in the form of copies certified by the person who sent them. If the claim is sent without documents confirming the authority of the person who signed it, then it is considered not presented and is not subject to consideration. 5.4. The Party to which the claim is sent is obliged to consider it and notify the other Party of the results in writing within ______ (______) working days from the date of receipt of the claim. 5.5. If the dispute is not settled in the complaint procedure or the answer to the claim is not received within the specified period, the dispute in accordance with Art. 35 of the Arbitration Procedure Code of the Russian Federation is transferred to the arbitration court at the location of the defendant. 6. FINAL PROVISIONS 6.1. Unless otherwise provided by the Agreement, notifications and other legally significant messages (hereinafter referred to as messages) are sent by the Parties by facsimile, e-mail or other method of communication, provided that it allows you to reliably establish who the message came from and to whom it is addressed. Messages entail civil legal consequences for the Party to which they are sent, from the moment these messages are delivered to the specified Party or its representative. Such consequences also arise in the case when the message was not delivered to the addressee due to circumstances depending on him (clause 1, article 165.1 of the Civil Code of the Russian Federation). 6.2. In everything that is not regulated by the Agreement, the Parties are guided by the legislation of the Russian Federation. 6.3. The Agreement is made in two copies, one for each of the Parties. 6.4. Attached to the Agreement: - The act of acceptance and transfer of the subject of pledge (movable property) (Appendix N 1) ; – Act of return of the subject of pledge (movable property) (Appendix N 2)(if the Subject of the Pledge is transferred to the Pledgee (clause 2.1 of the Agreement)) ; — ________________________________. 7. ADDRESSES, DETAILS AND SIGNATURES OF THE PARTIES Pledgor Pledgee Name: ______________________ Name: ____________________ Address: _____________________________ Address: ___________________________ Phone/Fax:_______________________ Phone/Fax:_____________________ Email:__________________ Email:________________ OGRN _______________________________ OGRN _____________________________ TIN ________________________________ TIN ______________________________ Checkpoint ________________________________ Checkpoint ______________________________ R/s ________________________________ R/s ______________________________ in __________________________________ in ________________________________ C/s ________________________________ C/s ______________________________ BIC ________________________________ BIC ______________________________ at the place of stay of the pledged property: a) a fixed pledge, a pledge of goods in circulation - without the transfer of property; b) pledge, pledge in a pawnshop - with the transfer of the pledged property. on the subject of pledge (pledge of rights and pledge of property); in relation to the pledged property to the land: a) pledge of movable property; b) pledge of immovable property (mortgage). A special type of pledge is the so-called subsequent pledge. This happens when the property that is already pledged is included as a security for other claims as a subject in another pledge agreement.

in a person acting on the basis of , hereinafter referred to as " mortgagee”, on the one hand, and in the person acting on the basis of , hereinafter referred to as “ pledger”, on the other hand, hereinafter referred to as “ Parties”, have concluded this agreement, hereinafter referred to as the “Agreement”, as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. The subject of this Agreement is the pledge to the Pledgee of the real estate belonging to the Pledgor on the right of ownership and the right to lease to the relevant land plot on which this property is located (hereinafter referred to as the “Pledged Subject”).

1.2. The subject of the pledge is:

1.2.1. The property belonging to the Pledgor on the right of ownership is a building with an area of ​​​​sq. . The boundaries of the building included in the Subject of Pledge are established in accordance with copies of the floor plans of the Territorial Bureau of Technical Inventory dated "" year, which are an integral part of this Agreement (Appendix No. 2).

1.2.2. The right to lease a land plot with an area that functionally provides the building being laid on it, which is sq.m in accordance with the plan of the land plot, which is an integral part of this Agreement (Appendix No. 3).

1.3. The Pledgor's ownership of the building specified in clause 1.2.1 of this Agreement is confirmed by a certificate of state registration of rights dated from the year series No. item number).

1.4. The Pledgor's right to lease a land plot specified in clause 1.2.2 of the Agreement is confirmed by a land plot lease agreement No. from "" of the year, concluded with for a period of up to a year and recorded in the register under No. from "" of the year.

1.5. The inventory value of the property specified in clause 1.2.1 is a ruble, which is confirmed by a certificate No. dated "" of the year issued by the Territorial BTI.

1.6. The standard price of the land plot specified in clause 1.2.2 of this Agreement, in accordance with the date of signing the Agreement, amounts to rubles, based on the land tax rate of rubles per hectare.

1.7. The subject of pledge as a whole is valued by the Parties in rubles.

1.8. Subsequent pledge of the Subject of Pledge without the written consent of the Pledgee is not allowed.

1.9. The subject of pledge remains in use and in storage with the Pledgor.

2. OBLIGATIONS, THE PERFORMANCE OF WHICH IS SECURATED

2.1. The subject of the pledge secures the fulfillment of obligations (hereinafter referred to as the "Borrower") under the loan agreement No. from "" of the year (hereinafter referred to as the "Loan Agreement"), which enters into force from the moment of its signing and is valid until the full repayment of the loan amount and payment of interest on it, obligations to the surety agreement No. "" of the year In case of partial fulfillment of the obligation provided for by the Loan Agreement, the pledge is retained in its original amount until the secured obligation is fully fulfilled.

2.2. provides the Borrower with a loan in the amount of rubles for a year. The loan amount is issued within banking days from the date of registration of this Agreement and the pledge agreement No. from "" in.

2.3. The interest rate on the loan is % per annum.

2.4. Increased interest rate is % per annum of the amount of overdue debt for each day of delay.

2.5. Purpose of lending: .

2.6. The loan is provided in a single tranche.

3. REPRESENTATIONS AND WARRANTY

3.1. The Pledgor represents and warrants that:

3.1.1. Acts in accordance with the powers established by its founding documents.

3.1.2. Is the full and legal owner of the rights to the Subject of Pledge. Until the conclusion of the Agreement, the Subject of the Pledge has not been alienated, not pledged, is not in dispute or under arrest, is not encumbered with the rights of third parties, the lease rights of the Pledgor are not disputed by anyone, which is confirmed by information from the Unified state register Rights No. from "" of the year issued by .

3.1.3. There are no objections to the encumbrance of a land plot by a pledge, which is confirmed.

3.1.4. The subject of the pledge does not have any properties, as a result of which its manifestation may result in its loss, damage or damage.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The pledger is obliged:

4.1.1. Not to take actions entailing the termination of the right of pledge or a decrease in the value of the pledged property.

4.1.2. Take measures necessary to protect the Subject of Pledge from encroachment of third parties.

4.1.3. Not prevent the Pledgee from inspecting the Subject of Pledge during the term of this Agreement.

4.1.4. Guarantee to the Pledgee that the transferred Pledge will not be re-pledged until the obligation secured by the pledge is fulfilled in full.

4.1.5. Immediately notify the Pledgee of information about changes that have occurred with the Pledge Item, about encroachments by third parties on the Pledge Item, about the threat of loss or damage to the Pledge Item.

4.1.6. Do not alienate or assign the Subject of Pledge to third parties without the written consent of the Pledgee.

4.1.7. Take all measures necessary to ensure the safety of the Pledge, including its current and major repairs.

4.1.8. Bear the risk of accidental loss or accidental damage to the Collateral.

4.2. The pledger has the right:

4.2.1. Own and use the pledged property in accordance with its direct purpose and receive income from the use of the Subject of Pledge, ensuring its safety.

4.2.2. Stop foreclosure on the Subject of Pledge in case of early repayment of the obligation secured by the pledge.

4.3. The pledgee has the right:

4.3.1. Check according to the documents and in fact the availability, condition and conditions of use of the Pledge.

4.3.2. Require the Pledgor to take measures, provided for by the current legislation of the Russian Federation, necessary for the preservation of the Subject of Pledge. The Pledgee has the right to foreclose on the Subject of Pledge before the deadline for fulfilling the obligation secured by the pledge in cases provided for by the legislation of the Russian Federation.

4.3.3. Act as a third party in a case in which a claim is being considered for property that is the Subject of Pledge under the Agreement.

5. FOREWORDING THE SUBJECT OF PLEDGE

5.1. The Pledgee has the right to foreclose on the Subject of Pledge in the event that the Borrower fails to fulfill the obligations specified in the terms of the Loan Agreement, upon the expiration of days after the due date for the fulfillment of these obligations, including: terms of payment of interest for the use of the loan.

5.2. Foreclosure on the Subject of Pledge is carried out by a court decision in accordance with the current legislation of the Russian Federation.

5.3. The pledge of real estate objects secures the requirements of the Pledgee under the Loan Agreement to the extent that they exist at the time of their actual execution by the Borrower, including interest, increased interest for late payments, as well as reimbursement of expenses for the collection and sale of the pledged property. The amount received from the sale The subject of the pledge goes to repay the debt under the Loan Agreement in the following order:

• for reimbursement of legal and other expenses for debt collection;
• to pay fines and penalties;
• for the payment of overdue interest on the loan;
• for the payment of urgent interest;
• to pay off overdue loans;
• to pay off a term loan.

6. ADDITIONAL TERMS

6.1. This Agreement is subject to registration in accordance with the established procedure and is considered to have entered into force from the moment of its registration.

6.2. After the registration of this Agreement, which consists in certification by making a special registration inscription on the Agreement, one original of the Agreement is transferred to the Pledgee, and the other to the Pledgor.

6.3. The change and termination of this Agreement is made by mutual agreement of the Parties in the manner prescribed by law by concluding an additional agreement certified by a notary and registered in the manner prescribed by the legislation of the Russian Federation.

6.4. The costs of execution, notarization and registration of this Agreement by agreement of the Parties are assigned to the Pledgor.

7. RESPONSIBILITIES OF THE PARTIES

7.1. For non-fulfillment or improper fulfillment of obligations under the Agreement, the Parties shall be liable in accordance with the current legislation of the Russian Federation.

7.2. In case of violation by the Pledgor of clause 1.8 or clause 4.1.6 of this Agreement, the Pledgor will be obliged to pay the Pledgee a fine in the amount of % of the value of the Pledge specified in clause 1.7 of the Agreement. The fine shall be paid by the Pledgor within working days from the date of receipt from the Pledgee of a written request for payment of the fine. Payment of the fine does not relieve the Pledgor from fulfilling his obligations under the Agreement.

8. TERM OF THE CONTRACT

8.1. The Agreement comes into force from the moment of its state registration in accordance with the procedure established by the legislation of the Russian Federation and is valid until the full fulfillment of the obligations of the Borrower under the Loan Agreement and the Pledgor under this Agreement.

9. FINAL PROVISIONS

9.1. All disputes arising in the process of execution of this Agreement will be preliminary considered by the Parties in order to develop a mutually acceptable solution. If no agreement is reached, the dispute will be resolved in Arbitration Court in accordance with the current legislation of the Russian Federation.

9.2. If one of the Parties changes its address, it will be obliged to inform the other Party about this before the state registration of the relevant changes in the constituent documents, but no later than calendar days from the date of the actual change in bank details. If one of the Parties changes the bank details, it is obliged to inform the other Party about this before the changes come into force, but no later than calendar days from the date of the actual change in the bank details.

9.3. Any notification and other communication sent by the Parties to each other under the Agreement must be made in writing and signed by an authorized person. Such notification or message is considered to be properly sent if it is delivered by courier, faxed to the details specified in Article 10 of this Agreement.

9.4. This Agreement is an integral part of the Loan Agreement No. from "" of the year and the surety agreement No. of "" of the year.

9.5. This Agreement is made in three copies - one copy for each of the Parties, one copy is kept in the files of the notary.

10. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES

mortgagee

• Legal address:
• Mailing address:
• Phone fax:
• TIN/KPP:
• Checking account:
• Bank:
• Correspondent account:
• BIC:
• Signature:

pledger

• Legal address:
• Mailing address:
• Phone fax:
• TIN/KPP:
• Checking account:
• Bank:
• Correspondent account:
• BIC:
• Signature:

When a company takes out a loan from a bank, one of the forms of collateral is collateral. Also, often under a surety agreement, a third party is involved, who will be responsible for fulfilling the obligation together with the borrower. The guarantor may bear joint or several liability. To prepare for the transaction, use the sample contract.

In this article:

Sample surety agreements

When counterparties enter into any transaction, they use different ways. For example, they indicate what penalty the violator will pay. Or one party receives a deposit from the other against future payments. One of the ways to ensure is a surety. A guarantee agreement can be combined with a pledge, which increases the guarantee of timely execution.

The rules on the suretyship agreement are present in. Typically, this method of security is used when concluding loan agreements - for example, loan agreements with a bank. But the law does not require that this construction be used only in loan transactions. According to the Civil Code, counterparties have the right to conclude a guarantee agreement to secure obligations:

• monetary or non-monetary;
• already existing or those that will arise in the future (clause 1 of article 361 of the Civil Code of the Russian Federation).

A surety agreement is a document that confirms that one party (guarantor) undertakes to be liable to the other party (creditor) for the debtor's obligation. That is, if the debtor makes a delay, the creditor has the right to demand performance from the guarantor. The creditor has the right to sign an agreement both with the organization and with individual. But in business practice, companies are most often involved as guarantors, since the solvency factor matters.

The agreement is concluded between two parties: the guarantor and the creditor. But counterparties have the right to include the debtor in the contract as a third party. This will allow fixing in one document the terms of two transactions at once: between the guarantor and the creditor, the guarantor and the debtor. Otherwise, the debtor needs to sign a separate document with the guarantor, which specifies all the conditions for cooperation.

Regardless of the number of parties, the transaction is executed in writing. Otherwise, the contract will not be valid (Article 362 of the Civil Code of the Russian Federation). Compliance with the form is an imperative requirement of the law. Recognition of the guarantee agreement as invalid may occur for various reasons, including due to violation of the form.

For example, the creditor demanded payments from the guarantor, since the debtor under the leasing agreement did not fulfill its obligations. The defendant stated that he did not conclude the disputed contract. A handwriting examination showed that the documents were signed by an unidentified person. The cassation noted that without the signature of authorized persons, the requirement of a mandatory written form cannot be considered fulfilled. The contract was declared invalid ().

Another reason for declaring such contracts invalid in judicial practice is a violation of the procedure for approval of the guarantee as a major transaction or a transaction with interest.

For example, a guarantor company has entered into an agreement with a bank. The debtor defaulted and the company paid the bank. Subsequently, the company went to court, as the transaction with the bank was large, but did not pass the established approval procedure. The plaintiff demanded a refund. The courts declared the disputed contract invalid and ordered the bank to pay the company the required amount ().

When concluding a suretyship agreement, specify the nature of the responsibility of the surety

The subject of the transaction is the obligation of the guarantor to take responsibility for the fulfillment by the debtor of the main obligation. According to the Civil Code, a guarantee agreement must necessarily contain a reference to the main agreement (clause 3, article 361 of the Civil Code of the Russian Federation). It should be clear from the agreement who is the debtor and what obligation is provided. If there is no such reference, the terms will not be deemed to have been agreed. That is, the contract is recognized as not concluded. The subject belongs to the essential terms of the surety agreement.

The contract lists:

1. For what obligation of the debtor is the guarantor liable to the creditor?
2. What is the scope of this responsibility: in whole or in part (clause 2 of article 363 of the Civil Code of the Russian Federation).
3. What is the nature of the responsibility. By law, the guarantor assumes joint and several liability with the debtor, however, the parties can make a condition on subsidiary (clause 3 of article 363 of the Civil Code of the Russian Federation). In the second case, the creditor may demand performance only after he has not received it from the debtor. In both cases, the guarantor has the right not to fulfill obligations until a set-off of claims is possible between the creditor and the debtor (clause 2, article 364 of the Civil Code of the Russian Federation).
4. What is the duration of the surety agreement? In practice, a time limit may not be determined. In this case, the agreement will become invalid one year after the deadline for fulfilling the main obligation has come, but the creditor has not turned to the guarantor (paragraph 6 of article 367). Early demand for performance does not affect the term of the guarantee.

Before signing a guarantee agreement, pay attention to the conditions for its termination (Article 367 of the Civil Code of the Russian Federation). The guarantee ends together with the main obligation. If the debtor was liquidated, but the creditor managed to demand performance, the guarantee continues to operate. The same is true for reorganization (clause 4, article 367 of the Civil Code of the Russian Federation). But if the debt is transferred to a third party, the guarantor has the right to refuse to answer for this obligation. The refusal must be notified in advance (clause 3 of article 367 of the Civil Code of the Russian Federation). Also, the contract will cease to be valid if the creditor himself refused to accept proper performance (clause 5, article 367 of the Civil Code of the Russian Federation).

The form of the document “Loan agreement with a guarantee” refers to the heading “Loan agreement, loan receipt”. Save a link to the document in social networks or download it to your computer.

Loan agreement with a guarantee

[place of conclusion of the contract] [date of conclusion of the contract]

[Full name of the legal entity], hereinafter referred to as the "Lender", represented by [position, full name], acting on the basis of the [Charter, regulation, power of attorney], on the one hand and

[full name of the legal entity], hereinafter referred to as the "Borrower", represented by [position, full name], acting on the basis of the [Charter, regulation, power of attorney], on the other hand, and collectively referred to as the "Parties", have concluded this agreement as follows:

1. The Subject of the Agreement

1.1. Under this agreement, the Lender transfers to the ownership of the Borrower funds in the amount of [amount and currency Money], and the Borrower undertakes to repay the Lender the loan amount and pay interest on it.

1.2. The loan is provided for a period of [insert as appropriate].

1.3. The loan provided under this agreement is secured by a guarantee.

2. Rights and Obligations of the parties

2.1. The borrower is obliged:

Return to the Lender the received loan amount after the expiration of the period specified in clause 1.2 of this agreement;

Ensure the fulfillment of its obligation to the Lender.

2.2. The Borrower has the right, with the consent of the Lender, to repay the loan amount ahead of schedule.

2.3. The Lender is obliged to provide the Borrower with the borrowed funds within [term] from the date of signing this agreement.

2.4. The Lender has the right to receive interest from the Borrower on the loan amount in the amount and in the manner specified by this Agreement.

3. Interest under the agreement

3.1. For the use of the loan, the Borrower shall pay interest to the Lender on the amount of the loan in the amount of [amount and currency of funds].

3.2. Interest for the use of the loan is paid monthly no later than [day] of each month in equal amounts until the day the loan amount is repaid.

3.3. In case of early fulfillment of the obligation, interest is paid [only for the period of actual use of the loan or for the entire period specified in the agreement].

4. Liability of the Borrower

4.1. In the event of a delay in fulfilling the obligation to return the loan amount, interest on this amount is subject to payment of interest for the use of other people's funds, in the manner and amount provided for in paragraph 1 of Article 395 of the Civil Code, from the day when it was supposed to be returned until the day it was returned to the Lender regardless of the payment of interest provided for in clause 3.1 of this agreement.

5. Securing the contract

5.1. The guarantor under this agreement is [F. I. O. or name].

5.2. The Guarantor undertakes to be responsible to the Lender for the fulfillment by the Borrower of his obligations during the entire period for which the loan was issued (clause 1.2 of this agreement).

5.3. In case of default or improper performance by the Borrower of the obligation to repay the loan, the Guarantor and the Borrower shall be liable to the Lender [jointly and severally or subsidiarily].

5.4. The Guarantor is liable to the Lender to the same extent as the Borrower, including the payment of interest, reimbursement of legal costs for debt collection and other losses of the creditor caused by the debtor's failure to perform or improper performance of the obligation.

5.5. The Guarantor is entitled to raise objections against the Lender's claim that the Borrower could present. The Guarantor does not lose the right to these objections even if the Borrower waives them or acknowledges his debt.

5.6. The Guarantor who has fulfilled the obligation shall transfer the rights of the creditor under this obligation and the rights that belonged to the Lender as a pledgee, to the extent that the Guarantor satisfied the Lender's claim. The Guarantor is also entitled to demand from the Borrower the payment of interest on the amount paid to the Lender and compensation for other losses incurred in connection with the liability of the Borrower.

5.7. The guarantee terminates with the termination of the obligation secured by it, as well as in the event of a change in this obligation, entailing an increase in liability or other adverse consequences for the Guarantor, without his consent.

5.8. The suretyship is terminated with the transfer to another person of the debt under the obligation secured by the suretyship.

5.9. The guarantee shall terminate if the Lender refuses to accept the proper performance offered by the Borrower or the Guarantor.

5.10. The guarantee shall terminate upon the expiration of the period specified in the guarantee agreement for which it was given.

6. Final provisions

6.1. This agreement is considered concluded from the moment the money is transferred to the Borrower.

6.2. The loan amount is considered returned at the time of crediting the relevant funds to the Lender's bank account.

6.3. Any changes and additions are valid if their written form is observed.

6.4. This agreement is made in three authentic copies - for the Lender, the Borrower and the Guarantor.

6.5. In everything that is not provided for by this agreement, the Parties are guided by the current legislation.

7. Details and signatures of the Parties

Lender [fill in]

Borrower [fill in]

[Position of the person signing the contract] [personal signature] [initials, surname]

Guarantor [fill in]

[Position of the person signing the contract] [personal signature] [initials, surname]

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(BY THE EXAMPLE OF A GUARANTEE FOR A CONTRACTOR
WITH GUARANTEE GUARANTEE)

(Approved by the Letter of the Ministry of Construction of Russia dated February 20, 1996, No. 6)

GUARANTEE AGREEMENT

_____________________________________________________________,hereinafter referred to as

(name of the guarantor organization)

“Guarantor”, represented by _________________________________________________________________,

(f., i., o., position)

acting on the basis of ____________________________________________, on the one hand, and

(charter, powers of attorney, etc.)

______________________________________________________________________________________,

(name of the enterprise for which the Guarantor is responsible)

hereinafter referred to as the “Enterprise”, represented by ___________________________________________,

(f., i., o., position)

acting on the basis _____________________________________________________________,

(charter, powers of attorney, etc.)

on the other hand, collectively referred to as the “Parties”, have concluded this agreement (hereinafter referred to as the Agreement) as follows.

1. The Subject of the Agreement

1.1. The Guarantor undertakes to fulfill the obligations of the Company with _____________________________

(name of the customer organization)

according to paragraphs. ______________________________ Contract Agreement No. ____________ dated _________________ 199 __ (hereinafter referred to as the Contract Agreement) in the event that the Company becomes insolvent or for other reasons cannot fulfill these obligations properly.

1.2. In order to ensure the fulfillment of the recourse claims of the Guarantor in the event of fulfillment of obligations under this Agreement, the Company undertakes to pledge to the Guarantor the following property owned by the Company:

The pledge agreement for the said property is Appendix 1 * to this Agreement.

2. Obligations of the parties

2.1. The guarantor undertakes:

2.1.1. Within ______________ days from the date of signing by the Parties of this Agreement, provide _____________________________________________________________________________,

(to the customer under the contract)

hereinafter referred to as the “Customer”, a written guarantee (hereinafter referred to as the Guarantee) to fulfill the obligations of the Company under paragraphs. ______ Contracts in the event that the Company becomes insolvent or for other reasons will not be able to properly fulfill these obligations.

2.1.2. In case of receipt from the Customer of a written request (hereinafter referred to as the Request) on the execution of the Guarantee:

within ______________________________ days from the date of receipt of the Request to proceed with the execution on its own or organize the fulfillment of the obligations of the Company under
pp. _________________ Contracts that have not been executed or improperly executed by the Company by the time the Claim is drawn up (and / or suspension of the execution of the Contract);

if necessary, at its own expense, correct defects caused by the actions or inaction of the Company in the performance of the obligation under paragraphs. __________________ Contracts;

if necessary, pay all penalties (penalties, fines) caused by non-fulfillment or improper fulfillment by the Company of obligations under paragraphs. ____________________ Contracts.

Simultaneously with the Request, the Customer is obliged to provide the following duly executed documents:

___________________________________________________________________________________.

2.1.3. Within two days after receiving the Request from the Customer, notify the Company in writing.

2.1.4. Within ___________ days after receipt of the Request, notify the Company in writing of the start date for the fulfillment of obligations under the Guarantee and the planned actions to fulfill the Guarantee.

2.1.5. Within _______________ days after the commencement of fulfillment of its obligations under the Guarantee, submit to the Company a calculation of the amount of the Guarantor's recourse claims against the Company.

The amount of recourse claims includes:

the amount of payments due, but not paid by the Company by the subcontractor and the supplier (necessary to fulfill obligations under clauses _____________ of the Contract);

penalties (penalties) caused by the action or inaction of the Company in the performance of obligations under paragraphs. _____________ Work contracts paid by the Guarantor;

the costs of correcting construction defects that arose due to the action or inaction of the Company in the performance of its obligations under paragraphs. _____________ Work contracts;

costs in connection with foreclosure on the pledged property transferred by the Company to secure the Guarantee;

expenses for the transfer from the Company to the Guarantor of documentation and property necessary for the execution of the Guarantee;

other reasonable expenses of the Guarantor for the execution of the Guarantee.

2.1.6. The Guarantor assumes obligations under this Agreement on time __________ ______________________________.

2.2. The guarantor has the right:

2.2.1. Within ______________ days from the beginning of the fulfillment of their obligations under the Guarantee, to foreclose on the pledged property and set off the proceeds from its sale in repayment of their recourse claims against the Company.

If the proceeds from the sale of the pledged property will not be enough to pay off the amount of the Guarantor's recourse claims against the Company, the Guarantor issues a loan to the Company for the balance of the amount for a period of ____________________________ days with an accrual of ____________________% per annum.

If the proceeds from the sale of the pledged property exceed the amount of the Guarantor's recourse claims against the Company, the remainder of the proceeds must be returned to the Company within ____________ days after receipt of such proceeds.

2.3. The company undertakes:

2.3.1. Pledge the property belonging to him (the list of property is given in the pledge agreement). In the event of the occurrence of the circumstances specified in clause 2.1.2, grant the Guarantor the right to foreclose on the pledged property.

2.3.2. When the Guarantor reports that he has received the Request from the Customer, provide the necessary information and documentation (at the Guarantor's request) explaining the situation and the reasons that led to the need to fulfill the Guarantee.

2.3.3. Within ______________ days after receiving a notice from the Guarantor about the start date for the execution of the Guarantee, transfer the materials and documents necessary for the Guarantor to fulfill obligations under paragraphs. ____ Work contracts.

2.3.4. Repay the loan provided by the Guarantor on the terms specified in paragraph 2.2.1 of this Agreement.

3. Amendment and termination of the Agreement. Responsibility of the Parties

3.1. All changes and additions to this Agreement are agreed by the Parties and are formalized in separate annexes to the Agreement.

3.2. For non-fulfillment or improper fulfillment of obligations under this Agreement, the Parties shall bear property liability in accordance with applicable law.

3.3. If the Guarantor draws up a loan to the Company and delays in repayment of the said loan, the Company is obliged to pay penalties to the Guarantor at the rate of _____________% of the loan amount for each day of delay.

In the event of a delay made by the Company in repaying the loan for more than __________ days after the expiration of the period specified in clause 2.2.1 of this Agreement, the Guarantor has the right to file a claim with the arbitration court.

4. Duration of the Agreement

4.1. The Agreement shall enter into force upon signing by the Parties of this Agreement.

4.2. The Agreement is terminated:

after the completion of the fulfillment of the obligations of the Company under paragraphs. _________ Work contracts;

in case of transfer by the Enterprise (assignment) of its obligations under paragraphs. _____________ Work contract to another enterprise (organization);

in case of execution of the Guarantee - after the end of mutual settlements between the Parties.

4.3. Termination of the Agreement unilaterally is not allowed.

5. Other terms

5.1. This Agreement is made in two original copies - 1 copy for each of the Parties.

5.2. All annexes and additions to this Agreement are its integral part.

5.3. The Parties undertake to make every effort to resolve disputes through negotiations. Disagreements on which the Parties do not come to an agreement are subject to consideration in the arbitration court.

6. Details of the parties

6.1. Guarantor ________________________________________________________________________

(full name)

6.2. Company _________________________________________________________________

(full name)

The address: __________________________________________________________________________

Bank details ____________________________________________________________

For the Guarantor ___________________ For the Enterprise ______________________

(signature) (signature)