The Netting Compliance Guide: Structuring Bilateral Offsets under Law 173-FZ

Introduction: The Risk of the Informal Offset in Modern VED

For companies managing complex supply chains across multiple borders, offsetting mutual obligations is an intuitive way to manage cash flow. If you owe a foreign distributor for services, and they owe you for raw materials, settling only the net difference saves on bank fees, conversion spreads, and transaction times.

However, in the Russian regulatory landscape of 2026, offsetting is one of the most heavily audited areas of foreign trade operations (ВЭД). The Federal Tax Service (ФНС) and bank currency control desks monitor cross-border financial flows using real-time transaction graphs. Under Federal Law No. 173-FZ "On Currency Regulation and Currency Control," an improperly documented mutual offset (взаимозачет) is classified as an illegal currency operation.

This strategic guide explains the precise legal distinction between prohibited mutual offsets and compliant bilateral netting, providing a step-by-step framework for corporate treasuries.

Section 1: The Legal Boundary — Mutual Offsets vs. Netting

Under Article 410 of the Civil Code of the Russian Federation, obligations can be terminated in whole or in part by a set-off of a matching mutual claim. However, in foreign trade, Civil Code rules are subordinate to specialized currency regulation.

Article 19 of Federal Law No. 173-FZ establishes the principle of "repatriation of currency." Importers are legally required to ensure that all funds paid to foreign counterparties result in either the physical import of goods or the return of the funds if the contract is unfulfilled. Similarly, exporters must repatriate all foreign trade revenues.

Historically, Article 19 prohibited all forms of mutual offsetting for foreign trade contracts. While amendments in recent years have opened narrow pathways for netting in specific sectors (such as IT services, international transport, and designated commodities), the general rule remains strict: you cannot simply write off a cross-border debt without matching bank wire entries unless you meet specific legal exemptions.

An undocumented offset triggers Article 15.25 of the Code of Administrative Offences (КоАП РФ), carrying administrative fines ranging from 75% to 100% of the amount of the offset transaction.

Section 2: Primary Compliance Triggers and FNS Scrutiny

Automated currency control systems at commercial banks flag transactions when there is a mismatch between customs declarations (ГТД) and bank cash flows.

The Federal Tax Service cross-checks these systems using the АСК НДС-2 analytical graph database. An audit trigger is generated if: * Import declarations are filed for goods from a supplier, but no corresponding outgoing bank payment is recorded under the contract passport. * Export declarations show goods sent to a buyer, but the contract passport remains unpaid past the declared repatriation deadline. * The importer attempts to close the open bank passport (СПД) by presenting a simple "Act of Set-Off" (Акт взаимозачета) without the underlying qualifying documents.

If the FNS determines that the offset was conducted outside the narrow exceptions of Law 173-FZ, they will disallow the tax deduction on the imported goods (under Article 252 of the Tax Code), re-assess corporate income tax, recover input VAT, and refer the case to currency control regulators for the statutory 75-100% fine.

Section 3: How to Structure a Legally Compliant Netting Agreement

To ensure a bilateral netting structure survives an audit, your treasury department must adhere to the following four-step compliance framework:

1. Verify the Statutory Exemption

Before drafting any offset documents, confirm that your specific transaction type is exempt under Law 173-FZ. Permissible netting categories include: * Bilateral obligations for international transport, freight forwarding, and logistics services. * Obligations under IT service contracts, software licensing, and digital service provisions. * Netting performed under trade agreements where both parties utilize approved clearing systems.

2. Draft a Formal Bilateral Netting Agreement (Соглашение о неттинге)

Do not use generic "Acts of Set-Off." Instead, execute a dedicated Netting Agreement that specifies: * The exact dates, numbers, and currency values of the original contracts. * A clear calculation showing how the mutual obligations are recalculated into a single net payment. * A clause proving the economic reality and mutual benefit of the offset (Article 252 Tax Code).

3. File Supporting Currency Control Documents (СПД)

Submit the signed netting agreement to your servicing bank within 15 business days of the transaction. You must file Supporting Documents (СПД) indicating that the obligations were closed via netting, referencing the specific statutory clause of Law 173-FZ that permits the offset.

4. Maintain Document Alignment

Ensure that the customs value declared in your customs files matches the invoice values cited in the netting agreement down to the final digit. Mismatches will trigger an automated audit flag in the АСК НДС-2 system.

Section 4: The Onex Netting Infrastructure

Structuring compliant bilateral netting requires deep regulatory monitoring. Onex provides a fully automated netting and clearing infrastructure designed specifically for international B2B trade.

What Onex Delivers:

• Compliance Pre-Screening: Our automated engine audits your contracts and invoice chains against current Law 173-FZ parameters before any transactions occur.
• Automated Document Packages: Onex automatically generates legally vetted Netting Agreements and Supporting Documents (СПД) aligned with Central Bank regulations.
• Isolated Ledger Systems: By routing clearings through dedicated corporate clearing accounts, we ensure that netting operations are transparently recorded and easily validated during tax audits.