Rules for drawing up an agreement

[sadiksojib35]

If a company is granted a loan (credit) and the creditor chooses an option on a share in the company as security instead of receiving the company's property as collateral. In this case, he can avoid lengthy and labor-intensive procedures for foreclosure on the collateral, receiving a share in the authorized capital instead.
If a conflict arises between members of a company with equal shares in the authorized capital (deadlock). In this case, one of the options for breaking the deadlock may be the possibility for one member to sell his share to another at a certain price.


As a rule, an option to purchase a share in an LLC in the authorized capital is drawn up in one of three forms :

agreement on the provision of an option on the basis of Article 429.2 of the Civil Code of the Russian Federation;
corporate agreement with option conditions based on Articles 67.2 and 421 of the Civil Code of the Russian Federation;
an irrevocable offer to purchase or sell a share and its acceptance in accordance with Article 21 of the Federal Law of 08.02.1998 No. 14-FZ “On Limited Liability Companies” (Federal Law on LLCs).


When drawing up an agreement, it is imperative to malta whatsapp phone number take into account the rules following from Article 21 of the Federal Law on LLCs and Article 429.2 of the Civil Code of the Russian Federation :

Any option for transactions with shares in the authorized capital of an LLC is subject to notarization regardless of the chosen method of execution of the option. Failure to comply with the notarial form of the transaction entails its invalidity.
The option agreement must specify the term of the option. If the term is not specified and does not follow from other terms of the agreement, it will be considered equal to one year. If the transaction is structured as an "option agreement", then the absence of a term creates the risk that such an agreement will be recognized as not concluded.
It is necessary to expressly specify in the contract whether the option is provided for a fee or free of charge. If such a condition is not reflected, the option will be considered a paid option, which will complicate its implementation due to the need to assess the market size of such remuneration.
The possibility or prohibition of transferring the option to third parties should be clearly reflected in the text of the agreement. The right to exercise the option is usually closely linked to the personality of the option holder, and its transfer to third parties may create significant difficulties for the other party to the transaction (for example, when the option is granted to a key employee of the company).