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Options under Russian law Options under Russian law An option to enter into a contract and a preliminary contract for the purchase and sale of an interest are the same thing.

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This is not true. One of the main differences between a preliminary contract and an option to conclude a contract is that, according to civil law, a preliminary contract is bilaterally binding, while the will of one party is required to conclude the main contract on the basis of an option to conclude a contract.

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  • Introduction[ edit ] An option is the right to convey a piece of property.

In the case of a pre-sale agreement for shares in an LLC, if one of the parties subsequently refuses to enter into the main agreement for the purchase and sale of shares in an LLC, the other options law will require the conclusion of the contract through the court. While the contract option structure, which contains an irrevocable offer, allows the other party to conclude the main contract by notarizing the existing offer from the notary i.

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When entering into a preliminary agreement, the parties must options law agree on all the essential conditions of the main agreement paragraph 3 of article of the civil code of the Russian Federation. But when entering into an option to conclude a contract-no: it is enough to describe the way in which they will be determined at the time of acceptance of the irrevocable offer.

The option does not need to be notarized Unfortunately, I often hear that an option for shares in an LLC does not have to be certified by a notary, since an option agreement is not a management transaction.

Even more astonishing are the stories about the fact that the court does not recognize such an agreement as null and void. The option to conclude a contract for the purchase and sale options law a share in an LLC is subject to mandatory notarization, since: According to paragraph 5 of article The law on LLC provides in clause 11 of article 21 that transactions aimed at alienating a share or part of a share in the authorized capital of a company are subject to notarization.

options law

Failure to comply with the notarial form entails the invalidity of such a transaction. The courts also clearly believe that option agreements must be notarized. So, for example, in the decision of the Arbitration court of the Republic of Bashkortostan in case no. As a result, the court concluded that the agreement on granting an option does not have the legal force of an option to conclude a contract due to its invalidity due to the lack of a notary options law.

options law

A similar position is held by the Supreme Court of the Russian Federation. The court considered a dispute in which the parties entered into an agreement to grant an option in a notarized form, but the parties signed an additional agreement to the option agreement, where the specific amount of the LLC's share was determined, in simple writing.

The Options law court in its decision noted that the supplementary agreement has no legal force option to conclude the contract nullity for lack of notarization as required by paragraph 5 of article You can't put an option on a share that you will learn about in the future One of the common misconceptions is that you can't put a contract option on shares that don't exist.

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However, the legislator specifies that the subject of the contract to be concluded, can be described in any manner sufficient to identify him at the time of acceptance of irrevocable offer.

That is, for example, can specify in the agreement how long will be created in OOO, who will be its participants, it will be distributed in the proportion, what is the name of the society, etc.

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Similarly, you can determine and options law that will be purchased in the future: how much, what kind of society, who will be the seller and other determining conditions depending on the specific situation.

This position is also confirmed by article of the civil code of the Russian Federation, according to which a contract can be concluded for the purchase and sale of goods available to the seller, as well as goods that will be created or purchased by the seller in the future.

Option contract

At the same time, the very design of the option indicates that it is possible to specify as a condition for acceptance actions that depend on the parties, so that the options law of shares by the party that granted the option can be qualified as such a condition.

The option must options law the specific amount of the transferred share As noted earlier, an option to conclude a contract does not necessarily specify options law subject matter clearly — it is sufficient to describe it in such a way that it can be identified in the future, at the time of acceptance.

In practice, various formulas are often used to determine the size of the share, depending, for example, on some other indicators that are important to the parties, or formulas that allow you to determine how much the party will receive from the range specified in the option to conclude a contract.

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However, it is worth noting that in this case, the parties must clearly determine how the size will be determined. For example, in one of the cases, the parties simply stipulate that the parties will get to 4.

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The terms of such an option grant agreement do not allow determining the specific amount of the portion of the interest to be transferred under the purchase and sale agreement, as the wording used allows for the possibility of any value in such a range. Thus, the courts concluded that the absence in the option grant agreement of a condition on the specific amount of santop trading portion of the share to be transferred, or a clear mechanism for determining it, which allows us to clearly indicate its options law by the time of acceptance, leads to the inability to determine another significant condition — the price.

Ruling of the Supreme Court of the Russian Federation of The lender will not be able to foreclose on the option An option to enter into a contract does not transfer the right to a share in the Options law to the buyer at the time of its conclusion. Registration of the transfer of rights to a share in an LLC takes place after a notary certifies the acceptance of an irrevocable offer and submits the necessary set of documents to the tax service for registration of changes in the unified state register of legal entities.

Thus, all rights to the share until the moment of acceptance and registration of the transfer of rights to the share belong to the person who issued the option, so this share can also be options law on.

Options under Russian law

We would like to note that foreclosure by creditors on the share or the part of the member's share of company in the authorized capital of the company for the debts of the participant of a society is permitted only on the basis of a court decision in case of insufficiency to cover debts of other property of a member of the company options law 1, article 25 of the law on LLC. Thus, the share promised under the option can be foreclosed in compliance with the procedure provided by law, that is, if there is insufficient other property and if there is a court decision to foreclose on the who makes money video. A contract options law by means of an option may be declared invalid if it is aimed at evading the execution of a judicial act, etc.

So, for example, in one of the cases, the creditor demanded to invalidate contracts for the purchase and sale of shares in the authorized capital of an LLC concluded through an agreement on an option to conclude contracts and apply the consequences of the invalidity of the transaction, since the conclusion of contested transactions is aimed at evading the defendant from executing a real options when assessing the value of a business act on the recovery of borrowed funds by excluding liquid assets from its possession.

options law

Decision of the Tenth arbitration court of appeal of If a party has entered into an option to conclude a contract, and subsequently creditors have begun to foreclose on the debtor's property and the option has not yet been accepted, the creditor will be able to foreclose, including on the share "promised" on the basis of the option to conclude the contract. Options law an LLC, you can allocate a pool of shares that will belong to the company and options law be distributed to the option reserve There is a register of issued share options At the moment, there is no register of issued share options.

options law

In the unified state register of legal entities, data on the encumbrance of shares with options are also not entered.

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