Читать книгу Russian business law: the essentials - - Страница 46

According to Article 158 and Article 434 of the CC of the RF, all transactions, and particularly contracts, may be concluded in oral or written forms (simple or notarial). Contracts, in which at least one party is a legal person, shall be concluded in written form (Article 161 of CC of the RF), with the exception of the contracts which are performed at the moment of conclusion, or those directed at the performance of a written contract. These contracts may be concluded orally (Article 159 of CC of the RF).

1.2.3.1. Simple written form of a contract

A written contract may be concluded by the means of drawing up a document or exchanging several documents (letters, electronic communication, etc.). In the latter case, the channels of communication must allow for the exact determination that the documents come from the party of the contract. The written form of the contract is also deemed to be observed if the party receiving the offer has taken steps towards the performance of the contract.

1.2.3.2. Contracts certified by notary

For a range of contracts the legislation sets forth a requirement for notarial certification. Such a requirement, for example, exists for transactions related to the alienation of a share, or a portion of a share, in the charter capital of a limited liability company. The requirement of notarial certification of contracts may also be stipulated by the agreement of the parties. Transactions shall be certified by the notary, or an official having the right to take such notarial action. The procedure of notarial certification is set forth in theFundamental Principles of Legislation on Notariat dated February 11, 2003 No. 4462-.1.

If the notarial certification of a transaction is required, the nonobservance thereof results in the transaction being void. If one of the parties to the transaction, however, fully or partially performed the contract, and the counterparty avoided notarial certification, the court may, upon the party’s request, declare the transaction as valid (Article 165 of the CC of RF).