ACCOUNTOR TAXMAS 2015TAXMAS BUSINESS BREAKFAST, DECEMBER 2015PAVEL ANTONOV

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2015 - YEAR OF INNOVATIONS IN CONTRACT LAW

+ RECOGNITION OF CONDITIONS PRECEDENT

+ REPRESENTATIONS AND WARRANTIES+ INDEMNIFICATION OF LOSSES+ OPTION AGREEMENTS+ FRAMEWORK AGREEMENTS

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2015 - YEAR OF INNOVATIONS IN CONTRACT LAW

+ INDEPENDENT GUARANTEES+ SECURITY PAYMENTS+ CONTRACT TERMINATION FEES+ INTER-CREDITOR AGREEMENTS+ NEW CALCULATION OF INTEREST

RATE

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CONDITIONAL PERFORMANCE OF OBLIGATIONS

New Article 327.1 of the Civil Code

Certain rights and obligations of the parties to a transaction may be subject to any conditions, including those that are completely dependent on the will of one of the parties

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REPRESENTATIONS AND WARRANTIES New Article 431.2 of the Civil Code

A party to an agreement now may make representations regarding circumstances relevant to the conclusion, performance or termination of the agreement

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INDEMNIFICATION OF LOSSES New Article 406.1 of the Civil Code

Parties now have the right to sign contracts providing for the obligation of one party to compensate the other party’s losses defined in the contract and not related to a breach thereof subject to the occurrence of certain circumstances

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OPTION AGREEMENTS

New Articles 429.2 and 429.3 of the Civil

Code

Put and call options - a party can grant to the other party the right to execute one or several agreement(s) in accordance with the terms and conditions defined in the option agreement

A party grants to the other party the right to demand the performance of certain actions (e.g. pay a certain amount, transfer or accept assets, etc.) by set deadlines and in accordance with the terms and conditions defined in the option agreement

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FRAMEWORK AGREEMENTS

New Article 429.1 of the Civil Code

Already commonly used in practice

An agreement setting out the general conditions of the contractual relationship between the parties, which may be specified in additional agreements or separate specifications

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INDEPENDENT GUARANTEES

Articles 368 - 379 of the Civil Code Independent guarantees replace bank guarantees Can be issued by any company Bank guarantees remain as a type of independent

guarantee granted by banks Depend neither on the secured obligation itself nor

on any other obligations (principle of independence) As a general rule, are irrevocable and cannot be

amended As a general rule, the rights under the guarantee

cannot be transferred to a third party

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SECURITY PAYMENTS

Articles 381.1 – 381.2 of the Civil Code Previously commonly used as an unnamed means to

secure obligations in lease and contractor agreements

Made by one party to the other to secure a monetary obligation

Can secure a penalty obligation, as well as future ones, thus allowing the use of security payment in preliminary contracts

Typically included in the performance of the secured obligation upon occurrence of circumstances specified in the contract

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CONTRACT TERMINATION FEES

Article 310(3) of the Civil Code

Permission to include in contracts a specific fee, which must be paid in the event of unilateral change of an obligation or unilateral termination of an obligation

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INTER-CREDITOR AGREEMENTS

New article 309.1 of the Civil Code

Signed by the creditors of a debtor owing obligations of the same kind to the creditors

May contain provisions on i. the order of priority for the satisfaction of

claims, or ii. non-proportional distribution of such

claims

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NEW CALCULATION OF INTEREST RATE

New version of Article 395 of the Civil Code

New rule for calculating interest Before - on the basis of the interest rate set by

the Central Bank of Russia Now - on the basis of the average interest rate

of individual bank accounts for the corresponding period

To be published by the Central Bank of Russia

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STANDARD CHARTER OF A LEGAL ENTITY

New version of Article 52 of the Civil Code

New rule to be applied from 29 December 2015

Standard form to be approved by tax authorities

Waiting for issuance of unified form

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PLENUM OF THE SUPREME COURT IN 2015

2 important rulings:

No. 25 dated 23.06.2015 - On application and interpretation of the provisions of Part I of the Civil Code

No. 43 dated 29.09.2015 – On interpretation of the provisions of the Civil Code concerning limitation period

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registration of real estate validity of contracts resolutions of meetings representation and power of attorney authorization of transactions legal notices invalidity of transactions restrictions to signing authority

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PLENUM OF THE SUPREME COURT IN 2015

AMENDMENTS OF 1ST SEPTEMBER 2015, FEDERAL LAW №242-FZAmendments to the Federal Law №152-FZ On Personal Data”Clause 18. While collecting personal data, including collecting it through the Internet telecommunications system, the processor is liable for ensuring that all recording, systematizing, accumulating, storing, rectifying (updating, changing), and extracting of personal data of citizens of the Russian Federation is carried out with the use of databases that are placed within the territory of the Russian Federation

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1. TOUKOKUUTA 2023

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PASSION FOR RESULTS