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Publication date: 31.01.2024
I am studying in the third year of the State University of Economics and Technology.I specialize in contractual, economic and corporate law, in particular, I provide consultations and write articles.
When creating a company, its founders want to regulate in as much detail as possible all aspects of management, disposal of assets and conduct of affairs, and this is really the means that allows you to build strong corporate relations in the future, and minimize various disputes, conflicts that will entail losses, loss of reputation and others.
- The key in this aspect is the conclusion of a corporate contract as an agreement, which will provide for the specifics of the realization of the rights of the members of the company, that is, it will oblige them to exercise their rights in a certain way, or in some cases to refuse to exercise them.
- In addition to the settlement of management issues, the implementation of corporate rights, the parties concluding the contract pursue the goal of building mechanisms for resolving corporate disputes.
- The main features of a corporate contract are gratuitousness, that is, the parties will not receive any benefits or benefits as a result of its conclusion, or reciprocity, special subject structure (the contract is concluded between all or individual members of the company and third parties) and confidentiality of content.
Features of corporate agreements:
The content of the agreement requires special attention, since the further effectiveness of this agreement in regulating corporate relations between the participants will depend on the correctness of its provisions.
In particular, it is determined that the content of the contract on the realization of the rights of the participants of the LLC may contain provisions regarding the obligation of the participants to vote in a certain way at the general meeting, to agree on the acquisition or alienation of shares at a set price, or to refuse their alienation for a certain period (the so-called Lock- UP Period), as well as the issue of termination of the partnership or the separation of another legal entity from it. It is also possible to regulate in detail the specifics of the purchase and sale of shares in the authorized capital of the company, aspects of financing, payment of dividends and resolution of corporate disputes.
Current legislation establishes the obligation to conclude corporate contracts in writing, and the authenticity of signatures must be certified in accordance with the procedure established by law.
As for the terms of validity of the contract, the parties can agree on an indefinite term, or conclude it for a clearly defined term.
- As already mentioned, one of the signs of a corporate agreement is confidentiality, that is, it is assumed that information about the content of the concluded agreement will not be disclosed, unless, of course, the parties provide otherwise.
- If the terms of the contract are violated, the legislation provides the opportunity to file a lawsuit with the purpose of enforcing the obligations imposed on a certain party by the corporate contract (to sell or buy a share).
- Along with this, the contract may provide for conditions for ensuring the fulfillment of obligations (penalties, penalties, fines, etc.), as well as a set of other measures for liability for non-fulfillment of the terms of the contract.
- Therefore, the content of the contract should be formed based on the principles of dispositiveness, i.e. including those conditions on which the parties will agree and which will not violate the current legislation.
Peculiarities of the participation of third parties in the corporate agreement:
the corporate agreement is concluded mainly between the members of the company, but its additional parties may be third parties. Based on the provisions of Art. 51-1 of the ZU "On economic companies" the contract can be concluded between creditors and participants of the company. According to the terms of such agreements, the participants will undertake to implement the corporate rights that belong to them under the conditions stipulated by the agreement, or to refuse to implement them in order to ensure the interests of creditors. Regarding the legal features regarding the content, terms of validity, liability for non-fulfillment of conditions - all this is similar to the above-described provisions. It is important to comply with the legally established requirements, as ignoring them will entail the nullity of the contract.
Legal services for business:
Considering the exceptional importance of the corporate agreement for further relations between the founders, a comprehensive and thorough approach to the issue of its development and conclusion is extremely important, and this is exactly what a business lawyer can provide. The services of a lawyer for business cover all stages of the conclusion, starting from the negotiations of the parties, drafting the contract, agreeing the conditions, and ending with its signing. Legal protection of business may also be necessary in case of failure of the party to the corporate agreement to fulfill its obligations, because as mentioned, in this case, it is envisaged to go to court with a lawsuit. Therefore, high-quality legal assistance is a guarantee of concluding an effective corporate contract.
