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The Parties may, by mutual agreement, extend the validity period of any agreement. For this purpose an additional agreement is signed. A sample of this document and instructions for its preparation are described in the article.
Expert opinion
Salomatov Sergey
Real estate expert
We advise you to familiarize yourself with how to legally correctly draw up an agreement to terminate a lease - details here.
The form is available at the end of the article.
The legislative framework
Typically, the contract always indicates its validity period:
- as an end date;
- as a specified period of time (for example, 2 years from the date of signing).
However, the legislation does not consider the indication of the term to be an essential condition of the agreement, except in certain cases. If the validity period of the document is not specified, then by default it is considered that the agreement will expire at the moment of fulfillment of mutual obligations by each party.
Thus, if the contract expires, the parties have a choice between two scenarios:
- Signing an additional agreement to extend the term is the simplest option when there is no need to change the text of the original agreement.
- Draw up a new document - this option will be needed if cooperation on the old terms has become unprofitable, so it is necessary to negotiate to conclude a new agreement.
Expert opinion
Salomatov Sergey
Real estate expert
We previously described the procedure for unilaterally terminating a contract here.
Changing the contract term under 44 Federal Laws
One of the most important components of any contract is the duration of the contract and the period of time during which the obligations of the parties between whom it was concluded are fulfilled.
Currently, cases are increasingly arising due to which the counterparty, in the event of unforeseen circumstances, simply does not meet the established deadlines and therefore cannot fulfill its requirements on time. Based on these reasons, the question arises: is it possible to change or extend the terms of the contract?
In accordance with the norms that are prescribed in the Civil Code of Russia, or more precisely, paragraph 1 of Article 425, on the basis of these norms, the agreement begins to operate after the date of signing the agreement by the parties.
From this period the time for fulfilling the obligations specified in the municipal agreement is deducted. This period must be indicated in the text of the contract and will act as an essential condition of this document.
From the norms of Part 2, Article 34 44 of the Federal Law, it follows that the procedure for introducing significant changes to the terms of the contract is prohibited. Prior to this, the legislation assumed the presence of several exceptions to these requirements. Do you want to win tenders and trades? We can help with this; our “Center” provides comprehensive support when participating in tenders at all stages.
As soon as amendments were introduced to this law, it was prohibited to enter into additional agreements to extend the delivery period and the contract procedure. All changes are confirmed by a letter from the Ministry of Finance under the number 02-02-15/24252, as well as a letter from the Ministry of Economy and Development under the number OG-D28-4011.
Contract extension options
Each company, in agreement with the partner, has the right to extend the term of the agreement shortly before its expiration. The procedure depends on the text of the contract:
- If it does not have the possibility of automatic renewal (prolongation), you must sign an additional agreement.
- If there is such an opportunity, you don’t have to take any actions - then the contract will be considered renewed automatically. The agreement must contain appropriate wording, for example:
It is important to understand that the additional agreement is drawn up and signed during the period of validity of the main contract, and not after its expiration. If a document is overdue even by 1 day, it is necessary to sign a new document (the new text can be a copy of the old one, but the date must be current).
Expert opinion
Sobolev Dmitry
Administrative offenses lawyer, website expert
The additional agreement must be registered with a notary (or with government agencies), if the main agreement was registered with these departments. Then the parties must indicate in the text who exactly bears the costs of registration and in what proportion.
Registration of agreements and expired contracts
In legal matters, you can often encounter the question of extending the validity of an expired contract. This situation can be analyzed based on one striking example.
The parties have drawn up an agreement that will be valid until December 31, 2017. The parties did not indicate in the agreement that its validity extends until the fulfillment of all obligations assigned to the parties. In February 2021, the parties to the agreement decide to extend it for further deliveries of goods. Can their decision have a legal basis?
In accordance with legislative norms, the parties have the right to decide that the conditions they set for each other are applicable even before the conclusion of the contract, but what about the additional agreement.
This type of document exists in direct connection with the drawn up contract. Therefore, if the agreement is recognized as valid, then, similarly, all additional agreements and annexes are considered valid until the expiration of the originally drawn up agreement between the parties.
If you follow this logic of things, it becomes obvious that the life or existence of an additional agreement directly depends on the existence of the main agreement, to which it is an addition. If the parties decide to draw up an additional agreement to the main agreement, then they must remember that the expiration of the additional agreement should not go beyond the expiration of the agreement.
Many are opposed to concluding additional agreements to treaties that have already expired. However, there are many subtleties in this issue. Therefore, some recognize the drawing up of additional agreements to treaties that have already expired. There are sufficient grounds for making such a decision, since state laws provide for the possibility of the existence of several documents that can prove the legality of the relationship between the parties. Thus, the agreement is not a single document. Based on this, the additional agreement can also serve as a kind of newly concluded agreement between the participants.
Sample additional agreement
Since the law does not provide for a specific form of additional agreement, the parties have the right to use their own sample.
The text reflects the following information:
- The title of the document must refer to the main agreement, its number, date and place of signing.
- Next, indicate the date and place of signing the additional agreement. You can also indicate its number (if several additional agreements have been concluded).
- Indicate the names of companies, as well as the full names and positions of persons who act on behalf of these organizations. They refer to documents that give such a right (Charter, power of attorney, etc.).
- Then you need to indicate the subject of the agreement - i.e. Until what date will the main contract be valid?
- The text must reflect that in other conditions the parties will act in accordance with the text of the main agreement.
- It is stated that the agreement is drawn up in 2 original copies.
- Authorized persons (usually the general directors themselves) sign and decipher the signatures. If a company uses a seal in document flow, it must be supplied as well.
You can use this example as a guide.
Expert opinion
Sobolev Dmitry
Administrative offenses lawyer, website expert
The additional agreement is an integral part of the main document and is not valid without it. If necessary, these documents must be presented only together.
How to convert a fixed-term employment contract into an open-ended one
If, in the process of working together, the parties decide to continue the employment relationship, by law it is possible to convert a fixed-term employment contract into an open-ended one at any time.
Essential conditions
According to Art. 72 of the Labor Code of the Russian Federation, the terms of the agreement are subject to change if:
- at the end of the cooperation period, the employer and subordinate did not take any action to terminate it;
- violations of the execution of a fixed-term contract were identified (court decision);
- The parties are interested in continuing cooperation.
The transfer to a permanent employment contract is carried out automatically or through documentary registration.
Procedure for making changes
If the boss and subordinate have agreed on further joint activities, then three days before the end of the employment contract they draw up an additional agreement (Article 72 of the Labor Code of the Russian Federation). It indicates the position that the person will hold in the future, the assigned salary and the start date of permanent work. The details and signatures of all participants are provided.
Based on the employee’s application, an order is drawn up to recognize a fixed-term employment contract as open-ended, which indicates the beginning of a new period of employment relations and the employee’s consent.
Sample additional agreement:
Lease renewal agreement
Current legislation provides for mandatory registration of a lease agreement with Rosreestr authorities only in cases where it is valid for 1 year or more. That is why the parties often agree to sign an agreement for only 11 months. After this, the question arises of how to extend its validity - by signing a new document or extending the old one with the help of an additional agreement.
The law allows both options. However, if you simply sign an additional agreement, there is a risk that one of the parties will refuse to fulfill its obligations due to the fact that the document has not passed mandatory state registration. Judicial practice shows that in this case, execution of the agreement is mandatory, so it will be extremely difficult for the evading party to justify its position. Therefore, the option of signing an additional agreement is quite acceptable.
Typically this document has exactly the same structure as in the example discussed above. In the text, you can once again duplicate information about how exactly the rent is charged (in what amount and according to what calculations).
It is important to understand that the text of the additional agreement on the extension of deadlines must contain a description of this clause exclusively. It is not allowed to add to it, for example, changes in rent, conditions of use of property, responsibilities for its maintenance, etc. If you need to change several points at once, you can sign several additional agreements or combine them into one (without a name). An alternative option is to draw up a new agreement.
Changing the terms of the contract
The procedure for extending the contract execution period is envisaged in special PP.
In 2021, decree number 191 was introduced, which made it possible to prolong all obligations provided for in the contract. It is worth saying that all amendments that can be made must be objectively justified. From the judicial practice of Russia it follows that the following circumstances can be classified as objective circumstances:
If there is a decrease in funding for work that is associated with a reduction in funds allocated from the budget, the deadlines are adjusted based on this
growth in the volume of supplies carried out on the basis of government contracts, but not more than 10%.
An indication of these circumstances can be found both in 44 Federal Laws and in paragraph 1 of Article 767 of the Civil Code of Russia.
