Prolongation of the agreement means the extension of its validity period, without drawing up a new similar document. Its capability greatly simplifies the workflow between contractors. How the prolongation of the agreement is drawn up, the wording in the agreement, its sample depending on the type of agreement - we will consider these issues further.

How can the contract be renewed?

There are several ways to renew the contract:

through registration by the parties supplementary agreement, where it is indicated that the concluded agreement continues to operate further, the renewal period is fixed, for example:

• "Contract No. 11 dated 02.04.2018. prolonged for 1 year ";

  "The term of the contract No. 11 dated 02.04.2018. extended by the parties until 31.12.2019 ";

  "The parties have agreed that after the expiration of the contract, it is considered concluded for an indefinite period", etc .;

through automatic prolongation, if none of the parties to the agreement has expressed a desire to terminate it;

through a letter of offer from one of the parties sent to the counterparty.

The most convenient option for prolongation for the parties to the agreement should be recorded in the text of the document. When choosing it, it is necessary to take into account the restrictions established The Civil Code in relation to some obligations. For example, if a citizen renting out his apartment under a lease agreement is very happy with his tenants and is not going to change them, he will be able to prolong the agreement only within 5 years after its conclusion. This is the maximum period of its validity (Article 683 of the Civil Code of the Russian Federation). After the expiration of the five-year period, the tenants are new treaty.

Examples of wording

It is necessary to formulate the clause on the possibility of extending the contract very clearly and unambiguously. The accuracy of the textual construction will help the parties to avoid unfavorable interpretations in the event of a dispute (including litigation between the parties to the agreement).

Automatic renewal of the contract: wording in the contract, sample

Usually, automatic renewal is used in two cases:

if the parties to the contract cooperate on a regular, long-term basis, and are confident in the reliability of each other (for example, the manufacturer has been supplying products to a certain distribution network for many years, which always pays for the goods in a timely manner and in full);

if the parties to the agreement, even at its conclusion, assume that for objective reasons the obligation may not be fulfilled in set time, and its extension will be required (in particular, this is possible during the construction of large state facilities).

The corresponding clause of the agreement can be formulated as follows: "This Agreement terminates on May 31, 2019. The Agreement is automatically prolonged for one (next) year, if none of the parties declares their intention to terminate it in writing fifteen calendar days before the expiration of the established period."

Renewal of a lease agreement: wording in the agreement, sample

A lease agreement for non-residential premises, as a rule, is designed for a long-term relationship with a bona fide tenant. But it is often concluded for a short period (less than a year), while fixing the conditions for extending the validity of the document. This is due to the fact that an agreement with such a validity period is not subject to state registration (clause 2 of article 651 of the Civil Code of the Russian Federation). Therefore, such documents usually provide for the possibility of prolongation.

For example, the following wording is allowed in the lease agreement: “After the expiration of this Arena Agreement, it shall be extended for one year, if neither of the parties has previously expressed a desire to terminate it in writing. The parties have the right to use such an extension of the term of the agreement many times. "

However, it should be noted that the prolongation of a short-term lease agreement is interpreted ambiguously by the regulatory authorities. Some of their representatives believe that, whatever the wording, after the renewal of the lease, it should be considered valid for more than a year, and therefore, subject to registration. In this case, you will have to prove a different point of view in court. You can rely on clause 10 of the Information Letter of the Presidium of the Supreme Arbitration Court of the Russian Federation No. 59 dated February 16, 2001, which says that with such an extension, the state registration of the agreement is not required, since in fact a new agreement concluded for the same period begins to operate.

Prolongation of a loan agreement: wording in the agreement, sample

Clients of financial institutions who are unable to repay the debt in a timely manner often ask for the extension of the term of the loan agreement. If the creditor agrees to do this, he concludes an additional agreement with the debtor, where it is prescribed new term fulfillment of an obligation.

Prolongation can be provided directly in the loan agreement, however, most likely, it will require the borrower to pay an additional commission, for example: "In the event of the extension of this Agreement, the Borrower undertakes to pay a commission in the amount of 3% of the total debt."

There is a group of goods, works, services that are required by the customer all the time, for example, electricity, Internet access, telephony. Each customer would like to simplify the procedure for conducting their procurement activities and not to carry out the same orders every year. It is much easier to simply extend the validity period of a previously concluded contract, and not bother to conduct new trades. This is called prolongation - an increase in the period of the contract in the process of implementation by the parties of their contractual relationship.

According to the general rule specified in the norms civil law, the agreement between the parties to the transaction can be extended beyond the period for which it was concluded. That is, the parties have the right to change the terms of the contract in connection with a change in circumstances (Article 451).

But it should be borne in mind that the activities of customers in the field of 44 FZ and 223 FZ should be based primarily on the specific norms of these laws.

Prolongation under 44-FZ

According to Part 1 of Art. 95, the parties may not change essential conditions contract, which includes the term of its validity. That is, the possibility of prolongation of 44-FZ does not provide for (letter from the Ministry of Economic Development dated July 21, 2015 No. D28i-2020, dated July 14, 2016 No. D28i-1818, letter from the Treasury of Russia dated May 19, 2015 No. 07-04-05 / 09-319).

All purchases are carried out according to the schedule, and the contract execution period in it is one of the main indicators, there can be no variability here. A violation will be the introduction of the rules on the possibility of extension into the text of the contract (letter from the Ministry of Economic Development of 03/31/2017 No. OG-D28-4011). The customer does not have the right to conclude an additional agreement on the extension of the term of the agreement (clause 2 of article 168 of the Civil Code, an additional agreement on the extension of the term of the agreement is null and void if it is not provided for by law and the contract).

Violation of this requirement entails an administrative penalty provided for in paragraphs 4 and 5 of Article 7.32 of the Administrative Code of the Russian Federation, in the form administrative fine in the amount of 20,000 rubles. for officials and 200,000 rubles. for legal entities.

The only legally correct way out of the situation is the publication of information in the schedule and the further conduct of a new order.

An exception is the case of changes in essential conditions in connection with the decision of the Government, the subject or the local administration (subparagraphs 2-4, part 1 of article 95, Resolution No. 1186 of 19.12.2013).

Prolongation under 223-FZ

The situation is different within the framework of Law 223-FZ. Customers are in less stringent conditions, as they independently develop a procurement clause and may include renewal clauses in it.

If the contract concluded following the results of the purchase provides for the right to prolong it and at the same time does not change the essential conditions (except for the volume, price), then the extension of the period without a repeated procurement procedure does not contradict the requirements of Law No. 223 FZ. This position is adhered to by the Ministry of Economic Development in its letter dated March 24, 2017 No. D28i-1993.

Thus, in order to carry out the renewal procedure, the customer must meet a number of conditions:

• the possibility of extension must be indicated in the procurement regulation;
• the opportunity must be indicated in the contract itself;
• changes to conditions must be published in the Unified information system(Resolution of October 31, 2014 No. 1132).

It should be noted that often an increase in the period of validity of a contract concluded in a competitive way is regarded as control bodies as restricting competition. The controllers are guided by the fact that instead of carrying out the next purchase and providing the participants with equal opportunities, the customer negotiates new conditions with only one supplier.

Often, the relationship with the counterparty has not yet been completed, and the contract has already expired. Instead of collecting the package of documents again and concluding a new contract, you can extend the current one. What is the prolongation of the contract, what is the wording, sample in different situations- you will find all this in our article.

Prolongation of a contract is an extension of its validity period. It is most convenient to include the terms of the renewal in the text of the agreement itself. In this case, they can use different formulations, for example, make the prolongation automatic.

Renewal methods

The contract itself may not contain the terms of its prolongation. Such an agreement can be extended by an additional agreement or a new one can be concluded exactly the same. But it is still more convenient to include the terms of the extension in the text of the contract itself. There are several ways to renew the contract. Pre-agreed precise wording will help in the future to avoid disputes with the counterparty.

At first, you can include an automatic renewal condition in the text. By the end of the contract, one of the parties may speak for its termination. If this does not happen, then the contract is renewed automatically.

Secondly, the extension of the term can be formalized in the form of an additional agreement. In it, the parties indicate the renewal period or a new date for the end of the contract.

Thirdly, the parties can extend the time limit by exchanging letters. One of the parties to the agreement may send a letter to the other with a proposal for an extension. Upon receipt of a positive response, the contract will be extended for the period specified in the correspondence.

Automatic renewal: a sample of the wording in the contract

One of the most convenient ways prolongation - automatic. The parties will not have to draw up additional agreements or when the agreement expires. Usually the clause on automatic renewal is included in the agreement in the following cases:

• The participants in the transaction are aimed at long-term cooperation,
• There is an assumption that during the term of the contract, the parties will not have time to fulfill all obligations,
• The parties would like to conclude an agreement for a longer period, but there are legislative obstacles.

When the contract expires, one of the parties may choose to terminate it. If none of the parties to the transaction sent a letter of termination, then the contract is extended for the specified period.

In a contract, an automatic renewal clause may look like this:

“This agreement is concluded for a period until December 31, 2019. The contract is extended for one year, if none of the parties declares its intention to terminate it in writing thirty calendar days before the expiration of the established period. "

Sample lease with renewal

Options for renting an office, retail or industrial premises are usually searched for over a year. But in accordance with the Civil Code of the Russian Federation, long-term lease of premises is subject to state registration... This is inconvenient for both the tenant and the landlord.

Usually, a lease agreement for premises is concluded for a period of less than a year with the possibility of automatic repeated renewal. Such a contract does not need to be registered (clause 2 of article 651 of the Civil Code of the Russian Federation). Sometimes auditors interpret this wording in their own way. In their opinion, the extended contract becomes long-term and requires state registration. In a dispute with controllers, you can refer to clause 10 of the YOU Information Letter dated 16.02.2001. No. 59. In it, the judges indicated that in case of prolongation, it is not necessary to register the lease agreement.

The condition for the prolongation of the lease of non-residential premises may look, for example, like this:

Renewal of a loan agreement: sample

An extension of the loan agreement may be necessary if the borrower cannot repay the debt on time. In a supplementary agreement, a new payment schedule is approved. And indicate the term for the extension of the current loan agreement.

The possibility of extending the term of the loan may be contained in the agreement itself. This can be done in two ways:

• First, indicate the penalties in case of late payment. Indirectly, this item indicates the possibility of extending the term of the loan. If the borrower is ready to pay the increased interest, he can use the borrowed funds longer,
• Secondly, the renewal condition can be formulated in plain text. In this case, an additional commission is usually provided. The wording may be, for example, the following: "In the event of an extension of the term of this Agreement, the Borrower undertakes to pay a commission in the amount of 1.5% of the total debt."

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Hello Anton!

As a general rule, the contract enters into force and becomes binding for the parties from the moment of its conclusion, ceases to operate at the time of fulfillment by both parties of their obligations under the contract or within the period that the parties have determined as the date of expiry of the contract (clauses 1, 3 of article 425 of the Civil Code RF).

Having determined the term of the agreement, the parties have the right to provide for the condition that the agreement is prolonged. This means that when the expiration date of the contract comes from the next day, a new contract begins to operate on the same conditions, unless the parties have agreed otherwise, which is confirmed by the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated 16.02.2001 No. 59. In accordance with clause 10 Arbitration court came to the conclusion that when extending a lease agreement for a building concluded for a period of less than one year, for the same period after the end of the initial lease term, the relations of the parties are governed by a new lease agreement, which is not subject to state registration by virtue of paragraph 2 of Article 651 of the Civil Code.

As a rule, in order to prolong the contract for a new term, the parties prescribe in the contract that if one of the parties does not declare in writing its intention to terminate the contract before the expiration of the contract, the contract is considered extended for one year. In this case, different versions of the wording are possible: "for a calendar year", "for a new term", "for the same period", "for the next year", "for the next term", etc.
In practice, the question often arises whether the parties, having provided for such a condition in the agreement, can prolong the agreement more than once.
The courts have no clear answer. Some courts believe that the agreement will remain in effect until one of the parties declares its refusal to prolong it in accordance with the terms of the agreement. That is, the contract is extended for a new period an infinite number of times.(see, for example. Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation of January 23, 2002 No. 7103/01). Other courts say that in such cases the contract can be extended only once, since the contract does not contain provisions on further prolongation (see, for example, Resolutions of the FAS Central District of 20.03.2006 in case No. A62-6503 / 05, FAS Volgo -Vyatsky District of June 17, 2008 in case No. A82-4303 / 2007-2). However, it is unambiguous that the position The Supreme Court takes precedence over the opinion of the lower courts on this matter.
V In order to avoid disputes, it is recommended to specify the term of the agreement on its prolongation. So, the parties can indicate that a similar contract procedure is valid for all subsequent years. Or the fact that the contract is renewed annually.
The parties can also extend the term of the agreement by signing an additional agreement to the agreement - on its prolongation.
In the case of the conclusion of work contracts or the provision of paid services with the condition of their prolongation or the signing of an indefinite contract, according to which the performer (contractor) is individual not registered as individual entrepreneur, the following should be considered.
Thus, supply contracts can be prolonged for an indefinite period, taking into account the above provisions. In addition, there may be other features of the prolongation of contracts, which depend on the terms of the contract in each specific case.

In accordance with your Agreement "This Agreement is valid until December 31, 2010 and is automatically extended for the next year, if none of the Parties declares its intention to terminate it no later than one month before the expiration of the Agreement."

Based on the meaning of your Agreement, the term of the Agreement is renewed every time for the next year, if no later than one month before its expiration, none of the Parties declares its intention to terminate it.

That is, if at the end of 2010 and 2011 the supplier company did not declare its intention to terminate the Agreement, then it was therefore prolonged for the whole of 2012.

At the same time, if during this year the supplier carried out actions indicating the execution of the Agreement, then this additional evidence that the Party did not terminate the Contractual relationship.

Therefore, if the Supplier fails to fulfill its obligations, you have the right to apply the sanctions established by the Agreement, as well as to recover damages.

In accordance with Article 521 and Article 524 of the Civil Code of the Russian Federation The forfeit established by law or the delivery contract for short delivery or delay in delivery of goods shall be collected from the supplier until the actual fulfillment of the obligation within the limits of his obligation to replenish the shortage of goods in subsequent delivery periods, unless another procedure for payment of the penalty is established by law or contract.

If, within a reasonable time after termination of the contract due to a breach of an obligation by the seller, the buyer has bought from another person at a higher but reasonable price instead of the goods provided for in the contract, the buyer may present the seller with a claim for damages in the form of the difference between the price set in the contract and the price of the transaction made in exchange. .2

Satisfaction of these requirements does not relieve the party that did not fulfill or improperly fulfilled the obligation from compensation for other losses caused to the other party on the basis of Article 15 of this Code.

Therefore, you should now send a written claim to the Party with the appropriate requirements. In case of refusal to satisfy your requirements voluntarily. You have every chance of solving the issue in your favor in court.

I will be able to provide a service for the preparation of an effective claim, and, if necessary, a claim.
Best regards F. Tamara

Last modified: January 2020

By transferring the property for use to another person, the owner agrees on a certain period during which the property will remain with the tenant. Like any other legally significant document, the lease agreement is formalized in accordance with the current legal regulations. If the lease relationship is limited by the period specified in the agreement, by the time it expires, the lease must be extended or terminated.

One of the most important issues requiring clarification is determining how to renew the lease and whether it is necessary.

Key provisions on the renewal of a lease agreement

The term "lease renewal" means the extension of the lease relationship after the expiration of the contract period. The law allows renting for any period at the discretion of the parties, however, depending on the duration of the contract, there are some nuances.

If the contract expires 11 months after its conclusion, it is recognized as short-term. Leases for more than a year require registration of the tenant's rights in the unified Rosreestr database.

The setting of the term under the contract is governed by general civil law. The basic rules for the renewal of leases can be found in Art. 621 of the Civil Code of the Russian Federation.

According to Part 1 of Art. 621, the extension of the existing relationship for the tenant is possible on the following conditions:

• Compliance with the provisions of the current contract in good faith gives priority to the right to renewal when choosing a new tenant.
• To renew, you must follow the procedure for notifying the landlord in advance, before the expiration of the document. The period allotted for notifying the owner is indicated in the clauses of the primary contract, and in its absence, the principle of reasonableness is adhered to.

In accordance with part 2 of the same article of civil law, the extension of a lease or lease agreement is possible if:

• the tenant continues to fulfill the terms of the contract using the transferred living space (apartment, other property) and after the expiration of the validity;
• the owner does not prohibit the continued use, subject to further compliance with the conditions specified in the expired agreement, while the duration of such relations is recognized as indefinite.

Renewal methods

Faced with the need to continue the lease, the parties to the lease agree on whether to register the extension and are considering various options for registration. The simplest option is to renew the contract in accordance with the provisions of the law, subject to the parameters specified in Part 2 of Art. 621 of the Civil Code of the Russian Federation (i.e. the lessee continues to use the property, and its owner does not prohibit doing this).

In such a situation, the law allows not to renegotiate agreements and not to draw up additional documents... At the same time, by virtue of paragraph 1 of Art. 610, adhere to the principle of recognizing the term of the contract as indefinite, if it was not originally established in the first contract. Auto-renewal of the lease:

Conclusion from judicial practice: A lease agreement concluded for a period of less than a year, which provides for automatic renewal for a similar period, so that when adding general term is more than a year, is not subject to state registration.

Consultant Plus

Upon reaching a consensus, the parties independently determine the method of formalizing new lease relationships, if the provisions of the new document do not disagree with legislative norms.

In fact, the parties can proceed as follows:

1. Conclude a new contract.
2. To issue an additional agreement to a previously signed document, in which, if desired, new conditions can be legally introduced and the main parameters changed. A sample additional agreement can be downloaded below and filled out independently, based on the agreement between the parties.

The renewal procedure is greatly simplified if the primary document contains a renewal clause - a definition that allows, after the end of the contract, in the absence of mutual disagreement, to renew it for a new period of the same duration. If there is no such clause in the contract, the new validity period is regarded as indefinite.

Do I need to register with Rosreestr?

The law clearly indicates the need to register a rental right if the property is transferred for 12 months or more. For an agreement concluded for less than 1 year, entry into the Rosreestr database of a record of lease relations is not required. This norm is established by Art. 651 (clause 2) of civil law. In the absence of registration, the contract is considered null and void, and the lease relationship does not have legal force.

After the lease ends under the contract, the property is returned to the owner's disposal in accordance with the procedure specified in clause 1 of Art. 655.

Due to this requirement, many landlords prefer to conclude an agreement for 11 months without registration, with the possibility of further renewal. If desired, the parties have the right to terminate the contract, however, it is necessary to notify in writing in advance about the upcoming early termination. If the contract does not specify a specific period, when one of the parties is obliged to officially inform the other person, based on a 3-month period.

When deciding to renew the contract for a new period, it is in the interests of the tenant to comply with the written notification procedure. An official letter is sent to the owner. When implementing this measure, it is necessary to first study the clauses of the current contract: its individual clauses establish a sequence of actions and indicate the form of notification.

If the order of notification is not defined, proceed from the general principles of execution of significant documents.

A free-form letter must contain:

• Document's name;
• Date;
• Link to the primary contract;
• An indication of the clause of the agreement prescribing such a notification procedure;
• A statement of your intentions to extend the relationship.

The letter must be signed personally by the tenant (if non-residential premises leases a legal entity, the application is signed by an authorized employee and the organization's seal is affixed).

If the preferred communication method is not specified in the previous contract, choose any of the following:

1. Email with EDS.
2. Registered mailing with notification.
3. Personal transfer with a receipt.

Features of the interpretation

If you are going to use automatic renewal, you should take into account the legal nuances:

• the presence in the text of the agreement of a clause on prolongation for a new term contradicts the essence of the lease relationship and is considered illegal if it was concluded fixed-term contract(see article 606 of civil legislation);
• an indication in the primary lease agreement of a pre-agreed condition for automatic renewal, in accordance with Art. 209, restricts the tenant's right to dispose of the property;
• if the property remains at the disposal of the tenant after the expiration of the contract, and the owner himself has nothing against this state of affairs, it is allowed to renew the terms of the agreement with an indefinite period of validity, while maintaining the terms of the lease unchanged.

For the lessor, the signal to prolong the relationship will be the lease payments deducted further, the absence of delays and compliance with the rules for the use of real estate established in the contract.

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