Comfortable letter sample. Comfortable letter: its status and legal force in foreign legislation. Components of the document

If a banking organization requires its provision, then our sample letter of recommendation to the bank from the counterparty will come in handy. A form is also attached. This form is not the only correct one, but it reflects all the necessary points.

Files

Recently, banks began to turn to legal entities with a request to provide a letter of recommendation from one of the counterparties. Bankers can be understood, because often customers use the loans provided, purchase leasing services for large objects, etc. A letter of recommendation in these cases minimizes the risk of a bad debt obligation.

As for the legal justification of such a procedure, it is provided for in the Directives of the Bank of Russia No. 3179-U dated January 21, 2014.

Thus, a banking organization has the right to request letters of recommendation from counterparties in any volume.

Who to choose as a counterparty

In order to provide the desired for the bank, it is not necessary to conduct a survey among all counterparties with whom the organization has ever dealt. You can choose several, guided by the following principles:

• The referring counterparty is served at the same bank to which the application is submitted (and which sent the request for a letter of recommendation). So the bank's employees have the opportunity to make sure of the responsible attitude of the person recommending in financial matters, to follow the movement of his funds in their jurisdiction.
• The person who recommends him has a long and long relationship with the organization. With him there are no problems, delays, litigation and other "adventures". Still, the terms of cooperation play an important role in proving a responsible approach to business.
• The counterparty is known, is in good standing with the banks, and has no problems with the conclusion of transactions. In principle, any large organization that has built a good reputation will do.

If there are no counterparties with such characteristics, then you will have to choose from what is.

It should be noted that if there is insufficient support from the counterparties or in the absence of a response to the request for a letter of recommendation from the counterparty, the bank has the right to refuse service to its client and suspend operations. So it is necessary to treat responsibly the request for the provision of any documentation.

Components of the document

The letter of recommendation is written in free form. When writing it, one should be guided by the general rules established for business correspondence. In the upper part, the details of the counterparty are written (it is best to issue it on a specialized letterhead of this organization), as well as the date. Without specifying the latter, the bank may not accept the document, since it needs fresh recommendation letters (this is implied when requesting, although it may not be indicated in its text itself).

The main thing that interests the employees of a banking organization is how much it is worth trusting this or that current or potential client. So in the recommendation, it is advisable to touch on the following points:

• Details and names of both organizations.
• Are the companies contractors to each other?
• An agreement concluded between organizations. Its number and date of signing are indicated.
• How long have the companies been cooperating?
• Were there any irresponsible steps and complaints on the part of the recommended one (since this is a letter of recommendation, it is assumed by default that there were none).
• Whether the counterparty has fulfilled its debt obligations, if any between counterparties.

The paper ends with the signature of the head of the recommending counterparty and the date. If possible, a "live" seal is put. This touch gives weight to the recommendation. Although since 2014, the attitude towards printing has changed significantly.

Possible compilation errors

When an organization collects the requested package of recommendations, there is no need to collect signatures from different contractors, using the same text with identical and vague wordings such as “long-term cooperation”.

For example, a different number of contracts concluded with a counterparty, a different duration of cooperation should be indicated. It would be useful to indicate additional points that characterize the interacting as responsible business partners, fulfilling their obligations.

New organizations

If the business reputation of the company is in the process of formation, it makes no sense to ask it for letters of recommendation to the bank from the counterparty. This point must be immediately clarified in the event of a business correspondence with a bank employee. But even in a situation where provision is impossible, it is worth answering the request correctly using specific wording.

Perhaps the bank will satisfy the reputation of an individual - the head of the applying organization. It is worth discussing these points in an effort to arrive at a constructive solution that satisfies both parties.

Perhaps, at the beginning of the emergence of an individual entrepreneur or a legal entity, it makes sense to contact smaller banking organizations that do not request letters of recommendation.

Applications

Copies of the contracts specified in the letter can be attached as grounds for assurances. The larger the amount and the longer the relationship, the better. You should also not hide anything from bank employees. Perhaps a rewording would suffice.

For example, if there were some minor complaints during the interaction of counterparties, then in the letter it is worth writing that no major complaints were revealed under any of the contracts. On the one hand, this is a positive characteristic, on the other hand, the fact of minor complaints is not hidden.

In general, the sample letter of recommendation to the bank from the counterparty, attached at the top of the text, is the best option. It can be edited, adjusting to the specific situation and the nature of the interaction of counterparties. All highlights will be duly described.

Writing a great, formal company letter of recommendation can be tricky.
You can greatly facilitate this problem for your surety if you yourself provide him with a mock recommendation letter.

In this case, you can initially present the content of the document in the desired direction.

2. In the first paragraph, the sponsor explains how long he has been with you. Briefly describes your occupation and job responsibilities. Here it is also possible to write in a few words about the company itself.

3. In the next paragraph, it is necessary to give a more specific description of your professional and career growth over the entire period of work in the company, list all the main achievements, focus on the most important positive qualities from the point of view of the guarantor. Then the impression of a guarantor from joint activities with you.

Summarizing what has been written above, it is important to describe the personal qualities and positive traits of a person's character. Give your opinion on what responsibilities and in what position he can bring the greatest benefit to the organization.

Letter # 1:

OJSC [company name] is our partner in the field (field of activity). During the cooperation [name of the organization] has confirmed its highest professional status, activity and competence in the implementation of the assigned tasks.

All tasks are completed on time, on time and with excellent quality. The company's employees do their job efficiently.

We are satisfied with the work of [company name] and are ready to recommend this company as a responsible and reliable partner.

[Your name]

Sample letter # 2:

The firm [name of organization], working in (year) for [name of organization], carried out work on [name of work] and established itself as a highly qualified executive company.

The work was carried out with high quality and at the specified time. During the work, there were no complaints against the company.

[Your name]

Sample letter # 3:

[name of organization] has been a partner of [name of organization] for [number] years. For such a long time [name of organization] has established itself as a stable and reliable partner, providing high efficiency, reliability and flexible approach to the needs of the Customer, never exceeding deadlines.

[Your name]

Sample letter # 4:

By this letter I confirm that [name of organization] has experience of working with [name of organization] in the field of [business area]. During the cooperation, the representatives of the company have shown a creative approach, high professionalism and efficiency in performing the designated tasks.

We confirm that the services of [name of organization] correspond to a highly professional profile.

[Your name]

Sample letter # 5:

Our cooperation with the firm [name of organization] has been going on since [year]. During this period, [name of organization] has established itself as a reliable business partner and sustainable enterprise.

Due to the main principle of the firm's work - the formation of partnerships with clients based on professionalism and mutual cooperation, it, in our opinion, occupies a stable position in the [field of activity].

Sample letter # 6:

By this letter, the organization [name of the organization] informs that during the time of cooperation with [name of the organization] this company managed to establish itself as a reliable and professional partner.

The main distinguishing feature of the work of [name of the organization] is the high level of organization and efficiency of the employees of the organization, their readiness to respond quickly to changing circumstances.

Based on the foregoing, the firm [name of organization] would like to note the high potential of OJSC [name of the organization], focus on prosperity and further successful development.

[Your name]

Letter # 7:

During the period of work with [name of organization], employees of the enterprise have proven themselves on the positive side. Their work meets the specified level, is performed efficiently and strictly on time. I would like to note the effective work of specialists and the efficiency of the tasks, the attentive attitude towards the Customer.

[Your name]

Sample letter # 8:

We, [name of organization], hereby confirm that [name of organization] is our long-term and reliable partner.

[name of organization] has been successfully and actively working since [date], providing a full range of services in this area.

During this period, we have been rendered services at the highest professional level. The professionalism of the [name of the organization] staff ensures a decent quality of the services provided.

Based on the above, [name of organization] characterizes [name of organization] as a reliable and professional partner in the [field of activity] services.

Criminal lawyers are specialists in the conduct of criminal cases of various sizes. These are lawyers whose vocation is to provide vital services to individuals who are judged to be criminals by the court. The main intent of getting the service of a criminal defense attorney is for that attorney to challenge positions against numerous laws and sections designed to serve people who oppose criminal cases. Criminal lawyers are classified according to various classifications and divisions.

The modern business world has revolutionized living standards and people travel far from home. Due to the fact that businesses cross borders, people are forced to travel to many places and must stay there for some time or on a permanent basis. In this regard, the need for comfortable and luxurious hotels has increased recently. The hotel has become a worthy choice for business professionals with appropriate and modern amenities and fast service for a comfortable life.

Ideally, if you are traveling, you should purchase travel insurance before leaving. However, it is quite understandable that for some people this may not be the case. There are many travelers who ask if they can purchase travel insurance after departure. This can happen when your travel insurance has expired, because you have overstayed your stay at a particular location, your policy has expired, or you simply forgot to take out travel insurance.

Many football players are well aware of how markets and odds usually work. However, for those new to soccer betting, there may be some problems when trying to select the best odds in their chosen markets. Such players should find free betting tips on individual sites offering these services. It is important for new players to properly understand the different markets and how they work. Free betting tips will only be useful to players if they know the basics of soccer betting. Football fans need to understand the typical markets before betting their money on any games.

SOME LEGAL CONCEPTS NOT KNOWN TO RUSSIAN LAW

A.Yu. BURKOVA

Russian legislation is still in a state of development. Every year it is enriched with new institutions and concepts. However, some of these concepts have not yet come to Russia or are not sufficiently developed. These concepts exist both in corporate law and in civil, financial or banking law of other states.

Escrow accounts

An escrow account is an account from which money (property) is transferred upon the occurrence of certain circumstances or the fulfillment of certain obligations. Escrow accounts are sometimes called escrow accounts, security deposit (you can also find other definitions).
The scheme works as follows. One party contributes money (property) to the escrow agent. An escrow agent holds an escrow deposit until a certain event occurs or obligations are fulfilled. The beneficiary has the opportunity to receive funds (property) only if the previously agreed conditions are met. All these conditions are negotiated when transferring money or other property to an escrow agent. In case of non-fulfillment of the terms of the agreement by the beneficiary, the escrow agent, upon the occurrence of the agreed period, returns the amount of the deposit to the person who transferred the funds (property).
A person who acts as an escrow agent acts as a trustee with equal responsibilities towards all parties that have an interest in the property transferred to the escrow. Therefore, as escrow agents are independent organizations that have no interest in the transaction. In this regard, for example, an escrow agent cannot support only one of the parties, or provide (offer) assistance to one of the parties. Instead, the escrow agent, if acting as a lawyer, should advise the parties to another lawyer who could assist them in resolving the dispute.
Escrow agent services are often provided by financial organizations, lawyers, notaries. In some states, the activities of escrow agents are subject to compulsory licensing. It is interesting that in the West, due to the prevalence of the institution of an escrow agent, there is their specialization. Often specialized escrow agents are trained in areas such as real estate, insurance, taxes, inheritance. The need for such specialization is due to the fact that the functions of escrow agents are very closely related to the study of the rights and circumstances, the occurrence of which obliges escrow agents to transfer funds (property) to beneficiaries.
The main responsibility of an escrow agent is to ensure the security of the transferred property to the escrow. If it is money, it must be deposited in a special bank account that is separate from the agent accounts.

Letter of intent

Sometimes in a commercial relationship, before the conclusion of the main contract, the parties sign a letter of intent. This document can also be called a memorandum of intent, letter of intent, and in other ways.
A letter of intent usually serves to outline the general conditions on which the parties will be willing to enter into a particular transaction.
Although in some cases the letter of intent may be binding on the parties, more often the parties use the letter of intent as a document securing the results of negotiations between the parties on the future terms of the transaction.
Indeed, it is convenient to have a short document that outlines the main parameters of a future transaction, and on the basis of it, prepare a detailed contract. At the same time, the parties know that if something goes wrong, the party can always withdraw from this transaction before signing the main contract.
The letter of intent is sometimes used as evidence for potential investors that negotiations between the parties did take place and that the parties have reached a certain understanding of the conditions on which they are willing to cooperate, and these conditions are specified in the letter of intent.

Comfortable letter

A comfort letter is a letter given by an organization or person that expresses support for another person.
In international practice, there are usually several of the most common cases of providing comfort letters:
provision of comfort letters by the parent organization in relation to its subsidiary to the creditor of the subsidiary. In these letters, the parent organization expresses its consent that the subsidiary receives funding;
presentation of a comfortable letter by audit firms for the purpose of placing shares (bonds) by their clients. In such letters, audit firms confirm the financial performance of the companies since the last audited statements were submitted, and also confirm that there have been no significant financial changes in the company's activities compared to the way such activities are described in the prospectus;
the submission of comfort letters by governments, for example, confirming the government's consent for certain funds to be provided to public (state-owned) companies, or that the government will grant all the necessary licenses to someone for a certain project.
Comfort letters from the government are often used for project financing. This is due to the fact that, unlike conventional lending, where all the risks associated with lending, as a rule, are fully assumed by the borrower, when organizing project financing, the risks are distributed among several persons, including between the borrower, lender and other project participants. ... Thus, the management of political risk in the implementation of project financing, the amount of which is usually significant and which may affect the strategic interests of the state, is most expediently entrusted to state bodies or the government, involving them in the project. In this case, the state assumes guarantees for the creation of special conditions for a certain period, contributing to the implementation of the project.
Another example of using comfortable writing abroad is comfort letters to supervisory authorities. For example, in some countries (Great Britain, France, etc.) it is standard practice to submit comfort letters to the supervisory authorities of the respective countries when changing the main shareholder of a bank with foreign capital.
The legal force of the comfort letter depends on its provisions and the requirements of the legislation or court practice of the jurisdiction in which the comfort letter was issued or the dispute over which is being considered.
As a rule, the strength of a comfort letter is below the legal strength of a guarantee or surety. Comfort letters are usually issued in cases where the guarantor is not ready to provide a legally valid guarantee (surety), for example, due to the fact that the guarantee violates the guarantor's standards, or internal provisions or contracts, or the guarantor does not want the corresponding obligations to be placed on him balance, or because the guarantor believes that such security is sufficient in this case.
In these cases, comfort letters are used where semblance of a guarantee is considered better than just nothing. They are not suitable for lenders who may sue guarantors in the future.

Warranties and indemnification obligations

Often, when concluding a financial or commercial transaction, the lender (bank, seller, etc.) wants to receive security for the fulfillment of the obligations of the debtor (borrower, buyer, etc.) to him.
One of the ways to ensure the fulfillment of obligations is to obtain a guarantee from a third party. According to the terms of this guarantee, the third party - the guarantor - undertakes to answer to the creditor in case of default by the debtor.
For example, under English law, there are several types of security obligations from third parties, including through:
a guarantee in which a third party guarantees the performance of the debtor's obligation to the creditor;
indemnity obligations, in which a third party agrees to reimburse the creditor for his losses due to the conclusion of a transaction with the debtor.
The main difference between a guarantee and an indemnity obligation is that the indemnity obligation is a primary primary obligation, and the guarantee is a secondary obligation, somewhat similar to an accessory obligation under Russian law.

Venture funding

In today's global economy, access to finance for small and medium-sized enterprises is an important prerequisite for enhancing the competitiveness of the European market.
The advantages of small businesses are that they have the potential to create new jobs and technologies.
Raising capital is one of the conditions for successful business development. Own funds and raising funds through the issuance of securities are not always sufficient and possible for small businesses, especially in the early stages of their development.
However, many investors do not provide financing to small companies due to the fact that the effort and costs that will be required to organize financing for a small business will be the same as for ordinary enterprises, and the expected profit from such financing, according to the calculations of financiers. their risks.
In these cases, these small companies usually look for a venture capitalist who can provide sufficient funds for small businesses to enter and grow in their respective markets.

Non-Competition Clauses

The non-competition clause means that one of the parties to the contractual documentation agrees not to conduct similar activities with the other party. Such a clause is valid for the duration of the contract between the parties and in certain cases may exist after the termination of the relationship between the parties.
The purpose of the non-competition clause is to prevent a counterparty from competing, starting a business, or gaining an advantage from accessing confidential information about that person's transactions and trade secrets.
Sometimes non-competition clauses are structured as exclusivity clauses, for example, the exclusive right to work with that particular supplier or the exclusive right to be a distributor of a particular product.
Non-competition clauses have both advantages and disadvantages.
Among the advantages, as noted above, one can note the limitation of the opportunities for counterparties to abuse the information they receive or access to the market.
Among the disadvantages should be noted the possibility, through clauses of non-competition, to restrict the development and activities of the person concerned, for example, limiting the ability of a former employee to conduct activities in accordance with his abilities or limiting the ability of an agent to represent several principals in the same territory.
Non-competition clauses can also negatively affect the status of competition in a given market. Therefore, in many countries the law states that if non-competition clauses directly violate competition provisions, the corresponding clauses will automatically be invalidated.

Subordination

Subordinating clauses - clauses whereby a creditor (subordinated or junior creditor) agrees that payment of its obligations occurs only after the claims of a regular (senior) creditor have been satisfied.
The parties, concluding agreements in which there are provisions on subordination, pursue several goals:
a senior creditor, such as a bank, when providing financing, may stipulate that the claims of the insiders of the debtor, such as the parent company or a major shareholder, must be subordinated to the claims of the bank;
subordinated debt can be created to increase capital for regulatory purposes. Central banks in some countries allow commercial banks to include subordinated loans in their capital to calculate banks' compliance with banking regulations;
subordinated debt allows you to increase the financing of the debtor. Some creditors are ready to subordinate their claims in order for the debtor to receive more loans and other financing for the development of the debtor's business;
a subordinated loan in some cases helps the borrower to survive without going through bankruptcy, financial rehabilitation or liquidation procedures. Sometimes the shareholders of the company or the largest suppliers may subordinate their claims against the debtor in order to induce other creditors not to require the debtor to fulfill its obligations to them or to postpone the obligations so that the borrower can restore its solvency.

Assurances and guarantees

Representations, warranties and commitments are a common feature of many contracts that are drawn up in Anglo-American countries. Recently, this part of the agreement has also appeared in agreements drawn up by Russian banks. Representations and warranties indicate certain facts at the time of signing the contract (representations and warranties), and obligations determine the rules that the parties must follow or comply with during the term of the contract (covenants, undertakings).
Assurances and guarantees are confirmations given by the borrower on certain issues that are essential for the bank to make a decision on the provision of funds under loan agreements. These confirmations relate to the legal, commercial and financial status of the borrower.
Representations and warranties can perform several functions:
indirectly obtaining information from the borrower prior to the conclusion of financing agreements, when either the borrower does not want to provide certain information, or the lender does not have time to conduct the necessary verification of the borrower and its activities. During the negotiation of financing agreements, the lender inserts certain assurances and guarantees into the draft agreements and expects that the borrower either requires that the assurances and guarantees be changed, or discloses to the lender relevant information about its activities;
assurances and guarantees serve as a checkpoint, failure to comply with which may suspend the provision of tranches or funds. In this case, the contract stipulates that on each date of the provision of funds, the assurances and guarantees must be reliable. This means that if guarantees or assurances are not reliable, the bank is not obliged to provide funds or their next tranche to the borrower. Inaccuracy of assurances and guarantees may lead to the occurrence of a case of non-fulfillment of an obligation if the contract explicitly stipulates that it arises if any of the assurances and guarantees is unreliable.
It should be noted that representations and guarantees can protect the rights of the creditor only if he relies on them and does not have any information to the contrary. If the creditor knew for sure that the presented assurances and guarantees were not reliable, these provisions would rather not protect the rights of the creditor, since by using them the creditor is abusing his rights.
Assurances and guarantees may relate to the existence of a legal entity, its legal capacity, the availability of the necessary permits, the validity and possibility of enforcement, the absence of legal proceedings, the absence of violations of the law, encumbrances, etc.

Bet pass

Pari passu clauses can be found in most international financing agreements.
Usually the text "pari passu" looks like this:
The obligations of the debtor under this agreement are at least "pari passu" (have the same priority as the other unsecured obligations of the debtor).
In international transactions, such provisions are inserted in order to protect the creditor from the risk that his obligation will be of lower priority than that of another creditor, that some other creditor will appear who will have an advantage in satisfying his claims.
The practical significance of the "pari passu" principle is not questioned, especially in the case of the debtor's insolvency, when, depending on the priority of the creditor's claims, such claims can be satisfied completely or completely not satisfied.

Shadows director

"Latent director" means a person who has the authority to give instructions to ordinary directors of a company, and ordinary directors obey those instructions.
Any person can act as a "hidden director": an individual or an organization. Most often, however, the "hidden director" is the shareholders of the company, who can issue binding instructions to ordinary directors on an ongoing basis. If directors do not comply with these instructions, shareholders can replace them with others.
Thus, a "hidden director" is a person who can have a real impact on the company's activities. Therefore, its activities are regulated and monitored. Certain standards are imposed on it.

Nominee director

A nominee director is understood to mean a natural or legal person appointed as a director in a company, who, however, performs his functions formally. In reality, the management of the company is in the hands of the person who has appointed the nominee director. This person gives instructions to the nominee director: what to do, what transactions to make, what documents to sign.
Usually the person who appoints and controls the nominee director in the company is one of the shareholders (founders) of the company.
Such shareholders (founders) or their representatives can, in principle, act as a director of the company themselves.
However, they do not want to act in this capacity for several reasons, for example, because:
they want anonymity;
or because otherwise they will be recognized as tax residents in that country and have to pay taxes;
or because the shareholders (founders) or their representatives do not want to prepare and execute all the necessary corporate documents, etc. and entrust this work to a professional who just acts as a nominee director. Nominee directors fill out and prepare all documents on a professional basis and can more quickly solve formal procedures in the company.
The nominee director also holds annual corporate meetings, which again relieves shareholders (founders) and their representatives from these formalities.
For these reasons, shareholders (founders) of companies sometimes opt for nominee directors.
In these cases, it is common practice for local officials to be appointed by directors.
Note that if a few years ago nominee directors in certain jurisdictions could act solely on the instructions of the persons who appointed them, now the situation has changed dramatically in connection with the ongoing international measures to combat illegal money laundering.
More and more states are adopting the following concept: even if nominee directors are appointed, they must act in the best interests of the company. In other words, the status of nominee directors equates to the status of ordinary corporate directors.

Independent director

Although the phrase "independent directors" has already appeared in the legislation on joint stock companies in Russia, their activities and use cases are not sufficiently regulated.
In international practice, the purposes of using independent directors can be different:
ensure that boards of directors include directors who can act independently without conflicts of interest;
to attract high-level specialists to the work of the company who can give valuable advice for the development of companies;
ensure a reasonable balance of interests of the company, its shareholders and other persons;
introduce best practices in corporate governance into the work of boards of directors.
Usually, in international practice, independent directors include persons who meet the following parameters:
have not been employees of the company for the past several years or employees of affiliated persons;
are not affiliated with major suppliers, clients of the company, its consultants or auditors, etc.;
do not own any shares or blocks of shares in the company, where they are independent directors.
It is expected that an independent director should improve management efficiency, which has a positive effect on the company's image and makes a tangible contribution to increasing shareholder value.
An independent director ensures that the interests of all shareholders of the company are treated equally. He is willing to advocate independent decisions and oppose decisions of management and the board of directors that could negatively affect the company's operations and its financial position. For these purposes, an independent director must be aware of the company's activities and its specifics.
Within the framework of his powers, an independent director can help protect the legitimate interests of the company and its shareholders from unlawful actions of third parties.
An independent director may be needed to build international contacts and build trust in the company, or to improve corporate governance.
An independent director who worked in similar businesses prior to his appointment to the company can help the company formulate its development strategy and provide valuable advice for its development.

Some of these concepts may be interesting for the Russian market as well. Therefore, they may appear in the future in Russia.

Bibliography

1. Richard Calnan. Taking Security: Law and Practice. Bristol: Jordans Publishing Limited, 2006.
2. Philip R. Wood. Project Finance, Securitisations, Subordinated Debt. 2nd ed. London: Sweet & Maxwell, 2007.

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