Civil, business, contract and corporate laws were significantly amended in 2015, and very important Supreme Court rulings have been issued. Both these new amendments and rulings will affect and shape all business structures in 2016.

1. ACCOUNTOR TAXMAS 2015
TAXMASBUSINESSBREAKFAST,DECEMBER2015
PAVELANTONOV
8.12.2015

2. 2015-YEAROFINNOVATIONSINCONTRACTLAW
+ RECOGNITION OF CONDITIONS
PRECEDENT
+ REPRESENTATIONS AND WARRANTIES
+ INDEMNIFICATION OF LOSSES
+ OPTION AGREEMENTS
+ FRAMEWORK AGREEMENTS
8.12.20152

3. 2015-YEAROFINNOVATIONSINCONTRACTLAW
+ INDEPENDENT GUARANTEES
+ SECURITY PAYMENTS
+ CONTRACT TERMINATION FEES
+ INTER-CREDITOR AGREEMENTS
+ NEW CALCULATION OF INTEREST RATE
8.12.20153

4. CONDITIONALPERFORMANCEOFOBLIGATIONS
 New Article 327.1 of the Civil Code
Certain rights and obligations of the
parties to a transaction may be subject to
8.12.20154

5. REPRESENTATIONSANDWARRANTIES
 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
8.12.20155

6. INDEMNIFICATIONOFLOSSES
 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
8.12.20156

7. OPTIONAGREEMENTS
 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
8.12.20157

8. FRAMEWORKAGREEMENTS
 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
8.12.20158

9. INDEPENDENTGUARANTEES
 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
8.12.20159

10. SECURITYPAYMENTS
 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
8.12.201510

11. CONTRACTTERMINATIONFEES
 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
8.12.201511

12. INTER-CREDITORAGREEMENTS
 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
8.12.201512

13. NEWCALCULATIONOFINTERESTRATE
 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
8.12.201513

14. STANDARDCHARTEROFALEGALENTITY
 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
8.12.201514

15. PLENUMOFTHESUPREMECOURTIN2015
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
8.12.201515

16.  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
8.12.201516
PLENUMOFTHESUPREMECOURTIN2015

17. AMENDMENTSOF1ST SEPTEMBER2015,
FEDERALLAW№242-FZ
Amendments 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
8.12.201517

18. 8/12/1518
PASSION FOR
RESULTS