Message to shareholders about a major transaction sample. Sample decision of one founder on the approval of a major transaction LLC. How is the procedure performed

For large transactions in organizations, approval will be required. This is a special document that complies with the norms of Federal Law No. 44 or Federal Law No. 223; according to these legislative acts, approval is not a mandatory paper.

Dear readers! The article talks about typical ways to solve legal issues, but each case is individual. If you want to know how solve exactly your problem- contact a consultant:

APPLICATIONS AND CALLS ARE ACCEPTED 24/7 and 7 days a week.

It's fast and IS FREE!

But the customer can at any time request the relevant document from the supplier if the goods are being purchased. Most often, representatives of small and medium-sized businesses come across the solution.

What it is

A Major Deal Approval Decision is a document that can be requested for major purchases.

Major purchases are those transactions that go beyond the standard economic activity company, while the action is associated with the sale and purchase of the property of the "LLC" or the property will be transferred for temporary use in accordance with the relevant agreement or license, as specified in paragraph 1 of Article 46 of the Federal Law No. 14. The transaction price must exceed a quarter of the book value of the company's assets.

The approval decision states maximum price one contract, as specified in clause 8 of part 2 of article 61 of Federal Law No. 44.

The document is adopted in accordance with legislative acts or the rules specified in the Charter of the Procurement Participants are used. If the third option is chosen, this issue will be dealt with by the representative of the supplier, who has sufficient authority to obtain accreditation at the ETP.

In a limited public company, a general meeting must be held, following which a document is drawn up. Also, the issue may be dealt with by the board of directors, if the Charter of the enterprise allows it.

What does 44 FZ say

Federal Law No. 44, which regulates the scope of procurement for legal entities, includes the following chapters:

1. General provisions.
2. Planning.
3. Implementation.
4. Monitoring.
5. Control in the area.
6. Action appeal.
7. Features for some types of purchases.
8. Final articles.

When required

ETP accreditation is required condition to participate in the electronic auction. This will require a package of documents, including the approval of the transaction. Paper is mandatory for obtaining accreditation even if the purchase is not characterized as "large".

Sometimes legislation or other regulations require information in the second part of the application. This will also be required if the contract is large for the participant.

If these data are not provided, then the candidate may be rejected, regardless of the stage of the conclusion of the contract. Verification of data is carried out by the auction commission of the customer.

But the responsibility falls only on the "LLC". Individual entrepreneurs are not legal entities for which it is required in without fail submit approval for accreditation at the ETP.

Approval is not required in the following cases:

• there are no contradictions to the company's charter;
• the reason for the emergence of property relations is reorganization;
• the company consists of one person;
• the volume of property changes in accordance with the Federal Law on "LLC".

Who makes the decision

If the transaction is made by "OOO", then the decision is made by the meeting of directors. More information about the competence of such a council can be found in the Charter of the organization. If there is no such clause in the Charter, then the decision is made by the meeting of the company's participants.

If the transaction is carried out by a joint-stock company, then confirmation of the permission to conduct the transaction is carried out at a meeting of all shareholders. Confirmation of the transaction will not be required only if the full block of shares is held by one person.

If the transaction was not approved, then the legislation defines a period of one year for challenging the decision made from the moment the relevant information was transferred. If the specified period is missed, it will be impossible to challenge the decision in any other way.

Legislation allows you to first conclude a deal, and after a while to formalize it. In some cases, due to the presence of this period, the consideration of the invalidity of the transaction within the framework of the court even begins.

But taking into account all the nuances, the application for recognition of the transaction as invalid will be rejected. Often this occurs if the conditions in Federal Law No. 14 were not met, but which were corrected by the time of the trial.

How to compose and its sample

Drawing up a permit document is an important part of the transaction. This action must take into account all valid rules and requirements.

The following information must be available:

• about the participants in the transaction;
• cost data;
• operation object data.

According to paragraph 3 of Article 46 of Federal Law No. 14, approval must include:

• details of the parties (the beneficiary may not be specified);
• the value of the property under the contract;
• the subject of the agreement;
• other conditions.

You will also need to confirm the legality of the approved approval. To do this, they resort to the services of a notary or draw up a document in another way established by the Charter of the organization or the general meeting of leaders. All this is indicated in article No. 67.1 of the Civil Code of the Russian Federation.

The list of data that needs to be transferred using the solution is indicated in paragraph 4 of Article No. 181.2 of the Civil Code of the Russian Federation:

• meeting date;
• meeting time;
• meeting place;
• list of participants;
• Voting results;
• data of those who counted the votes;
• who voted against the acceptance of the transaction, if they wished to reflect the corresponding entry.

The simplest situation with confirmation is for LLCs, which have only one founder in their composition.

For IP

Individual entrepreneurs are not required to submit a decision on the approval of the transaction, since an individual entrepreneur is not a legal entity. And the legislation does not define other persons who must send approval. But the document will be required to obtain accreditation.

For LLC

In "LLC" the sole executive body is determined only if the organization has a single founder. In this case, the obligation to draw up this document is canceled, the need for approval is decided by the founder himself.

But paragraph 8 of part 2 of article 61 of the Federal Law No. 44 indicates that it is impossible to pass accreditation in the absence of approval. Information must be transferred regardless of the form of ownership. The second part of the application does not have to contain similar information.

The decision to approve a major transaction if the company has only one founder:

Validity

Legislative acts do not indicate any time period for the decision of the head regarding the transaction. But it is allowed to include such a clause that will determine the validity period of the approval.

If the time frame is not specified, then the default period is set to 1 year from the date of adoption.

What counts as a big deal

To do this, the operation must include financial resources, which are transferred to third parties in an amount exceeding 25% of the total assets of the company. The method of transferring property can be different (donations, purchase and sale, and so on). If the transaction takes place within the economic activity, then such a transaction is not taken into account.

To determine the relationship of the transaction to the concept of "large", it is necessary to calculate the ratio of the price to the total assets of the organization. All numbers must be taken from official documents - financial statements.

The criteria for a "major" transaction are set by the companies themselves. This happens at the stage of creation of the organization. Therefore, companies are free to determine whether a permit is needed.

By "transaction" is meant a wide range of ways to transfer property. Therefore, approval may be required for labor agreement, preliminary contract and so on.

Since the concept of the size of the transaction is relative in this case, the same financial action can be regarded differently depending on the size of the organization.

One company can sell several cars, which is the norm for them, but for a small entrepreneur, selling one vehicle could already be a serious blow to the economy and other areas of business.

In the first case, permission will not be required, since the transaction will not be classified as a major one, and in the second case, it will be required.

Calculation of the amount

The calculation of the size is carried out in accordance with the following algorithm:

• calculation of the cost of the transaction;
• comparison of the cost with the property of the organization on the basis of accounting documents.

If the balance is calculated, then the amount of the last balance is taken. Debts are not taken into account, only net assets. Of the property, only that which is owned by a legal entity is calculated.

Holding financial procedures in the company should be performed only upon confirmation of information about the "size" of the transaction.

If it is considered large for an organization, then it is necessary to contact lawyers who will analyze the transaction, calculate the risks and give a final assessment of the operation.

The document decision on the approval of a major transaction, first of all, is required for accreditation at all 5 state electronic trading floors and most commercial ones. This decision can be drawn up in various versions, depending on the number of founders of the company. If the LLC consists of one founder, then the document is titled as “Decision sole member”, but if the company consists of several founders, the document will be called “Protocol of approval of a major transaction”.

The decision to approve a major transaction can also be an integral part of the application for participation in the tender, in which case the same document is attached as when passing accreditation.

Most often, the approval of a major transaction is required to participate in the competition. If for the bidder, the ongoing transaction is not a major one, a certificate stating that the transaction is not major is attached. Otherwise, a decision on approval is attached.

What amount should be indicated in the approval decision?

Often, novice tenderers have a question about how much to indicate. In fact, in this decision, you can specify any large amount within which you are ready to conclude a contract as a result of a particular tender. Usually the amount is indicated in several hundred million rubles. She does not oblige you to anything!

If you indicated in this decision when passing accreditation at the ETP an amount less than necessary to participate in any competition, you can always draw up a new decision on approval and upload it to the site.

So that you can draw up the correct approval of the transaction, we have prepared samples for you this document that have passed the test and are ready for accreditation and participation in the tender.

If you have any questions regarding the preparation of tender documentation, please contact us for free consultation using the chat in the lower right corner of the page!

Download a sample decision to approve a major transaction (single founder) ( Microsoft document Word.doc)

Minutes of the decision to approve a major transaction(multiple founders)(Microsoft Word Document.doc)

In order to participate in an electronic auction, suppliers are required to submit to the ETP operator information on transactions with a high value. The content, application, as well as a sample decision to approve a major transaction can be found in this article.

What is a Major Deal Approval Decision?

The transaction will be considered major if it goes beyond the boundaries of ordinary economic activity and is associated with the purchase or sale of property of a joint-stock company (more than 30% of shares) or provides for the transfer of property for temporary use or under a license (clause 1 of article 46 No. 14- FZ). Moreover, in both cases, the price of such transactions should be at least 25% of the book value of the company's assets with limited liability(OOO).

The decision to approve such an operation is a document that indicates the maximum price of one contract (clause 8, part 2, article 61 No. 44-FZ). If required, it is accepted in accordance with the legislation of the Russian Federation (14-FZ, 174-FZ, 161-FZ, etc.) or according to the rules established in the Charter of the procurement participant. In other cases, this is done by the supplier's representative authorized to obtain accreditation at the ETP.

In an LLC, approval is the responsibility of the general meeting. If the organization has a board of directors, then on the basis of the Charter, the adoption of agreements on such operations can be transferred to its jurisdiction.

When is such approval required in the contract system?

To participate in an electronic auction, all those who wish to first pass accreditation at the ETP. To do this, they provide a common package of documents, which includes consent to the transaction. Moreover, this is always required, including when the purchase does not belong to the category of large ones. You can find a sample decision on a major transaction 44 FZ at the end of the article.

Information must also be included in the second part of the application, if required by law or constituent documents, and also when both the provision of the contract or application, and the contract itself will be large for the participant. In the absence of this information, the candidate may be rejected at any stage before the conclusion of the contract. The auction commission of the customer is responsible for verifying the data (clause 1, part 6, article 69 No. 44 of the Federal Law).

It is important to note that individual entrepreneurs, unlike LLC, do not apply to legal entities. Therefore, they are exempted from the obligation to submit such a document for accreditation at the ETP.

Approval of a major transaction with a single founder

LLCs, in which there is only one founder, who acts as the sole executive body, are not required to draw up such a document (clause 7 of article 46 No. 14-FZ).

At the same time, in paragraph 8 of Part 2 of Art. 61 No. 44-FZ states that in order to pass accreditation at the ETP, participants electronic auction must submit such information regardless of the form of ownership. Otherwise, it will be impossible to bid.

But it is not necessary to include this information in the second part of the application. It is considered that if the supplier has not provided such data, then the conclusion of the contract does not fall into the considered category for him. But, as practice shows, even the decision of a single participant to approve a major transaction, just in case, is attached to the general package of documents. It is important not to make a mistake here. Otherwise, there is a risk of rejection of the auction participant due to the fact that he provided false information. Such cases are disputed by the Federal Antimonopoly Service, but the period for concluding a contract increases.

What to look for when compiling: form and content

First of all, it is worth noting that in the legislation of the Russian Federation there is no single model for a decision on a major transaction. But paragraph 3 of Art. 46 No. 14 FZ explains that such a document should indicate:

• A person who is a party to an agreement and a beneficiary.
• Price.
• Subject of the agreement.
• Other significant conditions or the order in which they are determined.

The beneficiary may not be indicated if it is impossible to determine it by the time the document is agreed, and also if the contract is concluded as a result of the auction.

At the same time, Art. 67.1 of the Civil Code of the Russian Federation establishes that the decision made by the executive bodies of the LLC must be confirmed by a notarized certificate, unless another method is provided for by the Charter of such a society or by a decision of the general meeting, which was adopted unanimously by the participants.

P. 4, Art. 181.2 of the Civil Code of the Russian Federation fixes the list of information that must be reflected in the decision of the in-person meeting of the founders. The protocol requires the following information:

• date, time and place of the meeting;
• persons who participated in the meeting;
• results of voting on each item on the agenda;
• the persons who counted the votes;
• persons who voted against the approval of the transaction and demanded that a record be made of it.

Please note that the rules on approval do not apply to companies that consist of one participant, and he simultaneously performs the functions of an executive body (clause 7 of article 46 No. 14 of the Federal Law).

Thus, in order to be accredited and participate in the auction, we recommend using the sample decision on a major transaction 44 FZ both for a company that consists of one founder and for a meeting of participants that reflect all the requirements of the law.

The decision on a major transaction for bidding is a document that is taken by the sole founder, the board of directors or a meeting of shareholders. It indicates the maximum allowable cost of the operation. The requirement for approval (obtaining consent to make) by the company of such transactions has been established by the legislator to protect the shareholders of the company, and in the case of an LLC, the members of the company from unfair or imprudent actions of the head.

What is a big deal?

Law No. 208-FZ "On joint-stock companies”and Law No. 14-FZ “On Limited Liability Companies” establishes the criteria for classifying a transaction as a major one. For such transactions, a decision is made to approve a major transaction. The criteria are:

1. If it goes beyond the normal business activities, for example:

• not accepted in the activities of the company or other companies that have assets of similar size and turnover volumes (clause 6 of the Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation dated May 16, 2014 N 28);
• leading to the termination of the activity of the organization, a change in its type or a significant change in its scale.

2. If its nature is related to:

• acquisition or alienation of property (for example, purchase and sale, loan, credit, exchange);
• the possibility of alienating property directly or indirectly (for example, pledge, guarantee);
• transfer of property for temporary possession and (or) use (for example, rent);
• granting the right to use the results of intellectual activity or means of individualization under a license.

3. If the value of the property under the operation is 25% or more of the book value of the assets.

The value of the property in this case is determined on the basis of its nature and may be determined by the price, market value or book value of the property. In case of doubt, it is recommended to take the maximum possible rating in order to avoid later contesting the transaction.

Who decides on consent to commission (on approval)?

It depends on two conditions:

• Does the company have a board of directors?
• What is the ratio of property value to the book value of assets.

The decision on approval is made by the Board of Directors (if any) in the event that the value of the property is from 25 to 50% of the book value of the company's assets. In an LLC, this issue is referred to the competence of the Board of Directors by the charter of the company.

In all other cases, consent is supreme body management - a general meeting of shareholders (or participants - for LLC) of the company.

From November 15, 2020 in accordance with federal law No. 356-FZ of 04.11.2019, shareholders and participants of an LLC, controlled by persons interested in the transaction, are prohibited from voting for the approval of the transaction!

Consent is made by protocol.

If the company is owned by one person, then the decision on a major transaction of the sole founder is taken by him alone.

The decision on consent to commit must contain an indication of:

• sides;
• beneficiaries;
• price;
• item;
• and other essential conditions or the order in which they are defined.

At the same time, the parties and the beneficiary have the right not to be indicated if it is concluded at the auction under 44-FZ and in other cases if the party and the beneficiary cannot be determined by the time the consent is received.

The document includes an indication of the minimum and maximum parameters of the conditions (the upper limit of the value of the purchase of property or the lower limit of the value of the sale of property) or the procedure for determining them, consent to a number of similar actions, alternative conditions (for example, consent to such a transaction subject to several at the same time).

The decision shall indicate the period during which it is valid. If the term is not specified, the consent is considered valid for one year from the date of its acceptance, except for cases in which a different term follows from the nature and conditions of the transaction for which the consent was given, or the circumstances in which the consent was given.

When is approval not required?

Consent is not required for approval if:

• The company consists of one member (shareholder) who is also sole person having the powers of the sole executive body;
• the relationship arose during the transfer to the company of a share or part of a share in its authorized capital;
• the relationship arose in the process of reorganization (merger and acquisition);
• shares are purchased (other issue-grade securities convertible into shares) public society on the terms stipulated by the mandatory offer to acquire shares;
• in a number of other cases.

Acquisition commercial real estate, usually associated with enough at great expense, so the amount can be very large. In such situations, legal entities need to determine whether the transaction is large. Let's consider further how to do it.

Terminology

A major transaction for an LLC is the alienation or acquisition of material assets by the company, the value of which exceeds 25% of the price of the entire property of the company. The assessment of the latter is carried out according to the financial statements. In this case, the settlement is carried out for the period preceding the day on which the decision was made to approve a major transaction. The charter of the company may establish a higher percentage. In accordance with the constituent document, a major transaction for an LLC may be determined according to other criteria. Thus, this category may include the sale and purchase of real estate, regardless of its value. Any transaction, the amount of which exceeds a certain figure (for example, more than a million rubles), can also be recognized as a major one.

the federal law

A major transaction is carried out in accordance with the rules established in Art. 46 Federal Law No. 14. The article also contains a detailed explanation of the definition itself. Thus, one (loan, credit, guarantee, pledge, including) or two or more interconnected transactions relating to the acquisition, alienation or the possibility of indirectly or directly alienating property worth 25% or more of the total price of the company's material assets, established according to the data financial statements for the period preceding the date of the decision to conclude them, unless the Charter of the company provides for a higher percentage.

The category under consideration does not include those that are made in the course of the normal economic activity of the company, as well as those that are mandatory for a legal entity on the basis of the Federal Law or other regulations, and settlements on them are carried out at prices established in the manner determined by the Government or authorized by it. executive body. The cost of acquired material assets is determined according to the company's reports, and the cost of acquired property is determined based on the amount of the offer.

Approval of a major transaction: sample, description of the procedure

No participant can independently acquire or sell the property of a legal entity without the knowledge of the other shareholders. Approval of a major transaction is carried out by the general meeting. Discussion and documentation is carried out according to the rules provided for in the founding documents. The decision to approve a major transaction (a sample act is presented in the article) must contain information on:

• Persons who act as parties to the contract, beneficiaries.
• Price.
• The subject of the contract and other essential conditions.

The decision to approve a major transaction may not include information about the beneficiaries if the contract is concluded at an auction and in other cases when the parties cannot be determined by the time the act is adopted. The company's charter may provide for the establishment of a board of directors. In this case, the decision to approve a major transaction by an LLC relating to the alienation or its possibility, as well as the acquisition, indirectly or directly, of material assets worth 25% or more of the price of the company's property, may relate to founding documents within the competence of this body.

Challenging

Contracts signed in violation of the requirements of the law (approval of a major transaction has not been received, an act has been drawn up improperly, etc.) may be declared invalid. A dissenting participant may file an appropriate claim in court. If the statute of limitations on a claim for recognition of the invalidity of the contract in such cases is not subject to restoration.

Court refusal

The authorized body may not satisfy the plaintiff's request to invalidate the decision on a major transaction carried out in violation of the requirements established by law, in the presence of any of the following circumstances:

1. It has not been proven that the conclusion of this agreement has caused or may cause damage and other adverse consequences for the company or the participant who filed a claim.
2. Voting of a shareholder who submits a claim to the court for the invalidation of a transaction concluded after the approval of the general meeting, although he participated in it, could not influence the results.
3. By the time the case is heard, evidence of the subsequent agreement of the contract according to the rules established in the Federal Law has been presented to the court.
4. During the consideration of the dispute, it was proved that the other party to this transaction did not and should not have been aware of its commission in violation of the provisions of the law.

Consequences of invalidity

The main result in this case will be the absence of a positive legal outcome. In other words, the rights and obligations stipulated by the conclusion of the contract will not arise. Thus, an invalid transaction will not entail legal consequences, except for those that arise directly when it is recognized as such. As an exception, the court has the right to terminate the contract not from the moment of its conclusion, but for the forthcoming period - from the date of issuance of the relevant act. This provision applies to voidable transactions if it follows from their content that they can only be stopped for the forthcoming period. Basically, this refers to lasting contracts, the termination of which from the moment of their conclusion is inexpedient or impossible.

Bilateral restitution

This is another important consequence of the recognition of a transaction, including a large one, as invalid. In the event of termination of the contract, the parties must return to their original position. Each participant is obliged to return to the other everything that he received during the transaction. Bilateral restitution takes place if the parties partially or fully fulfilled the contractual requirements. If it is impossible to return what was received in kind, the participant must reimburse its value in cash, unless other consequences are provided for in the legislation.

It should be noted that bilateral restitution does not always work in practice. For example, you cannot return goods that have been resold to third parties. Compensation in money in such cases does not make sense, since the buyer has already paid, and the repeated deduction of money will act as unjust enrichment. On such controversial issues, the Constitutional Court explained that in case of restitution, the restoration of rights should be carried out on the basis of the principle of equality, ensuring equivalence and equivalence of compensation for the value of material assets. The Supreme Court and the Supreme Arbitration Court also pointed out that when applying the consequences of the invalidity of a contract, the obligations under which are partially or completely fulfilled, it is necessary to proceed from an equal amount of obligations. In this regard, in controversial situations, restitution provisions often do not work in practice.

Important point

If an agreement is concluded, in the signing of which there is an interest, the approval of a major transaction is carried out in accordance with the provisions of Art. 45 Federal Law No. 14. An exception is the case when all members of the society have it. In such situations, a major transaction is negotiated in accordance with the procedure established by Article 46. In addition to the cases specified in paragraph 1 of this Article, the constituent documents may provide for other sizes or types of contracts to which the above requirements apply.

Exceptions

The provisions under which a major transaction must be concluded do not apply to:

1. Relations that arise when the right to property is transferred during the reorganization of a legal entity, including under agreements on accession and merger.
2. Companies that consist of one participant, simultaneously performing the functions of the sole executive body in it.
3. Relations that arise when a share or part of it in the authorized capital is transferred to a legal entity in the cases established in Federal Law No. 14.

Arbitrage practice

According to paragraph 2 of Art. 46 of the Federal Law No. 14, if a major transaction is concluded, the value of the property alienated by the company is determined in accordance with its accounting data. According to the explanations contained in paragraphs 2, 3 of Letters of the Supreme Arbitration Court No. 62 (a review of the practice of resolving disputes relating to the conclusion by business entities of the contracts and agreements under consideration in which there is an interest), when determining the category of legal relationship, the value of the subject should be compared with the book value of the assets of the legal entity at the last approved reporting without reduction by the amount of liabilities (debts).

The accounting period, according to Federal Law No. 129, is the calendar year from January 1 to December 31 inclusive. In the absence of a balance sheet in the company, the burden of proving that the contract being concluded is not a major transaction is placed directly on the legal entity. If there are objections from the persons participating in the case regarding the reliability of the information provided by the company, it is allowed to determine the value of material assets on the basis of the results of an accounting expert examination as ordered by the court.

Interest calculation: sample

A major transaction is determined by the ratio of the value of the existing and acquired / alienated property. Consider an example:

1. The value of the property is 45 million rubles.
2. The price of the property of a legal entity is 5 million rubles.
3. 1% of 5 million = 50 thousand rubles.

Find the value of the transaction as a percentage of the property of the legal entity:

45 million/50 thousand = 900%

There is another option: divide the cost of the transaction by the price of the property (100%) and then multiply by 100:

45 million / 5 million x 100 = 900%

Control

On January 1, 2012 Section V.1 of the Tax Code came into effect. It regulates the exercise of control over transactions between related parties. The subject of supervision is the price of the contract. In the course of control, the compliance of the indicated value with market values ​​is checked. This process regulated by Art. 105.3-105.6 NK. Tax control is carried out to check the completeness of the calculation and payment of fees and taxes (on profit, VAT, personal income tax, mineral extraction tax). Any major transaction is subject to registration with the appropriate service. Contracts that meet certain pricing requirements are subject to control. The Tax Code establishes the following criteria:

1. The amount of income under contracts for the corresponding period exceeds 1 billion rubles. (since 2014).
2. One of the parties acts as a taxpayer of the MET, calculated at a percentage rate, and the subject of the transaction is a mineral (precious metals and stones, oil and products of its processing, ferrous and non-ferrous metals, mineral fertilizers). The cost criterion for such contracts is 60 million rubles.
3. At least one member:

Acts as a UTII or UAT taxpayer (if the agreement is signed as part of this activity), and the other party does not use a special taxation regime (value limit - 100 million rubles / year);

Exempted from paying income tax, and the other does not use such relief (price threshold - 60 million rubles / year);

Acts as a participant in the Skolkovo project, while the other does not (the criterion for the amount is 60 million rubles / year);

It is a resident of the SEZ and uses a preferential taxation regime, while the second one does not, the price limit is 60 million rubles per year.

Notification

The taxpayer is obliged to notify the supervisory authority of controlled transactions that were made during the calendar year, no later than May 20 of the forthcoming period. This provision is found in Art. 105.16, clause 2. The notification is sent to the place of residence, location or registration of the legal entity as a major taxpayer. The notice should include the following information:

The notification form, the procedure for filling out, as well as the format for providing the document in in electronic format accepted and approved in accordance with the Order of the Federal Tax Service. If the transaction is not recognized as controlled, then the above requirements do not apply to it.