Assistance in relations with business partner
1. Specialists of law firm “Breeva, Emelyanov and Partners” are ready to render you assistance in corresponding execution of agreements of business partners. This would allow you to solve the next complex of problems:
- determination and separation of partner roles in business;
- order of business management and order of taking decisions;
- scheme and conditions of partners funds investment and third parties in business;
- order of distribution of income from business;
- order and conditions of leaving of partners from business.
2. It is possible to execute agreements of partners:
1) in the charter of the company, for example, in the charter of LLC it is possible to foresee:
- prohibition of selling share to third persons;
- price of purchase of share and part of share in equity capital in solid amount of money;
- prohibition to transfer in loan share to the third party;
- another conditions for protecting interests of every participant depending from designated problem.
2) in employment agreement between society and general director (often general director can be one of the partners);
3) in power of attorney or in trust agreement, if one participant acts on the behalf of shareholder- legal entity (offshore, foreign legal entity etc.), in which 2 or more partners are shareholders (members);
4) civil-law agreement (for example, if one partner gives money to another partner, transfers property on lease and etc.);
5) In the agreement of shareholders or members of LLC.
In LLC - founders (participants) of the company have right to make treaty about realizing rights of company participants (agreement of LLC participants), by which they are obliged to realize their rights and (or) refrain from realizing mentioned rights including:
- to vote in defined manner on the common meeting of shareholders,
- to coordinate variant of voting with other participants,
- to sell share or part of share by price defined by this treaty and (or) under definite circumstances to refrain from alienation of share or part of share till definite circumstances,
- to execute in concord other actions connected with company management, with creation, activity, reorganization and liquidation of company.
Such treaty is made in written form by composition of one document signed by parties.
In JSC or CJSC shareholders have right to conclude shareholder agreement which is recognized as treaty about realizing rights, authorized by shares, and (or) about particularities of realizing rights of shareholders. In accordance with shareholder agreement its parties are obliged to realize their rights by defined or to refrain from realizing mentioned rights. It can be foreseen by shareholder agreement:
- obligations of its parties to vote in defined manner on the shareholders meeting,
- to coordinate the variant of voting with other shareholders,
- to obtain or to alienate shares by price defined beforehand and (or) with definite circumstances,
- to refrain from alienating shares till definite circumstances,
- to realize in concord other actions connected with company management, with activity, reorganization and liquidation of company;
- guarantees for execution of obligations, coming out of shareholders agreement, and measures of civil-legal responsibility for non-execution of these obligations.
Shareholder agreement is made in written form by composition of one document signed by parties. Shareholder agreement should be concluded concerning all shares belonging to the party of shareholder agreement.
Rights of parties of shareholder agreement based on this agreement including rights to demand compensation of losses caused by breach of agreement, exaction of forfeit (fine), payment of compensation (solid amount of money of sum to define in order mentioned in shareholder agreement) or imposing other measures of responsibility in connection with breach of shareholder agreement, they are subject to judicial protection.
