LEGAL brief: Changes to the Civil code of the Russian Federation
The Federal law of 08.03.2015 N 42-FZ " about modification of part one of the Civil code of the Russian Federation since June 1, 2015 entered into force new provisions on obligations, namely:
Independent guarantee-supplemented the provisions of the Bank guarantee, it can now issue and commercial organizations (article 368 of the civil code).
A security payment is a new type of security for the performance of obligations, under which the counterparty undertakes to make a monetary amount to secure part or all of the obligations in the future, a security payment may be paid also in cases not related to the violation of the party (article 381.1 of the civil code).
The procedure for calculating percent
Order of interest calculation changed - now takes into account not refinance rate/key rate, as in effect in the respective periods of time the average interest rates on deposits of natural persons, which were published by the Central Bank of the Russian Federation (article 395 of the civil code).
Interest on interest
In business contracts and in contracts of a Bank Deposit it is possible to provide complex interest - i.e. interest on interest (item 2 of Art. 317.1 of civil code).
Liability for non-performance of the contract
Liability of the debtor for non - performance of the contract-now it is possible to recover in excess of losses for non-performance (improper performance) also losses in the form of the difference between the price of the terminated contract and the price of the contract concluded in return, or the average price of comparable goods, services, if no other contract was concluded (art.
Consequences of invalidity of contracts
Parties to business contracts may determine the consequences of their invalidity. It is applied to the disputed contracts recognized invalid on the claim of one party and are coordinated after recognition of the transaction invalid (Art. 431.1 of civil code).
Due to the performance of an obligation
The concept of conditional performance of obligations is introduced, in which the exercise, modification and termination of certain rights under the contract can be put under a certain condition, for example, the Commission or not the Commission of certain actions by one of the parties or the occurrence of other circumstances provided for by the contract, including fully dependent on the will of one of the parties, for example, the provision of certain documents for the obligations to enter into force (article 327.1 of the civil code).
Compensation of losses in business contracts
Compensation for losses not related to the violation of obligations - in business contracts the parties have the right to provide for the obligation to compensate for certain property losses in the event of certain circumstances, such as the inability to fulfill obligations. It is necessary to establish in the agreement the size of losses and the order of their determination. It can be used in corporate agreements or in the agreement on the alienation of shares or shares (article 406.1 of the civil code).
Framework, option and subscription agreements
Framework, option and subscription agreements are a new type of contracts.
In the framework contract the parties agree on General conditions, which can be specified in the future (article 429.1 of the civil code). The option contract implies the right to demand from the other party certain actions within the prescribed period (article 429.3 of the civil code). Subscription agreement-the subscriber's obligation to make periodic payments (article 429.4 of the civil code).
Option to enter into a contract
Changed the regulations to provide the option at the conclusion of the contract. Under the agreement on granting an option to conclude a contract (option to conclude a contract), one party by means of an irrevocable offer grants the other party the right to conclude one or more contracts on the terms provided for by the option (article 429.2 of the civil code).
Alternative and optional obligations
Alternative (article 308.1 of the civil code) - granting the debtor the right to choose one of two or more actions, and optional (article 308.2 of the civil code) - granting the debtor the right to replace the main performance with another performance, which is provided for by the condition of the obligation.
The restriction on unilateral refusal of the contract
The right to unilateral refusal to perform the contract is limited for the party carrying out business activities. For the right to unilateral refusal of the business agreement or its change, a monetary payment may be provided by the party terminating or amending the agreement (paragraph 3, article 310 of the civil code).
Form of contract
It is specified that the contract in writing can be concluded by exchanging documents, including in electronic form, including electronic form (paragraph 2 of article 434 of the civil code).
Order of satisfaction of requirements
Creditors can now independently establish the procedure for satisfying claims against the debtor, including the priority and disproportion of the distribution of claims (article 309.1 of the civil code).
Losses for reporting false information
Losses for reporting false information-the party to the agreement who has provided false data on circumstances relevant to the conclusion, execution or termination of the agreement (for example, on its subject, powers to conclude it, the availability of licenses, etc.), will have to compensate for losses or pay a contractual penalty to the other party (art.
The period of performance of the obligation
Now there is a specific period of performance of obligations for which it is absent-7 days from the date of presentation of creditors of their claims (article 314 of the civil code).
Good faith in the performance of an obligation
Obligation to act in good faith in the performance of obligations (paragraph 3 of article 307 of the civil code).
Freedom and good faith in the conduct of negotiations are provided for, and bad faith in the conduct of negotiations is also determined. In case of unfair interruption of negotiations, the party shall compensate losses (article 434.1 of the civil code).
The list of conditions contained in the preliminary agreement has been shortened, now the agreement should include a condition on its subject and a condition under which an agreement should be reached (paragraph 3 of article 429 of the civil code).
Clearly disproportionate penalty in business contracts may be reduced by the court only upon application of the debtor (paragraph 1 of article 333 of the civil code).
Other provisions on obligations
The creditor has the right to apply to the court for the award of a sum of money in case of non-execution of the judicial act (paragraph 1 of article 308. 3 CC).
The differences arising from the conclusion of contracts may be submitted to the court for consideration only within 6 months from the date of their occurrence (paragraph 2 of article 446 of the civil code).
The party that has accepted the performance and has not fulfilled its obligation shall not be entitled to invalidate the contract (paragraph 1 of article 431.1 of the civil code).
Termination of a multilateral business agreement is now possible by agreement of the majority of the parties, if it is provided for in the contract. The order of termination is determined in the contract (paragraph 1 of article 450 of the civil code).
A creditor is not considered to be overdue if the debtor is unable to perform the obligation.
Under the agreement between the creditor and the debtor, the obligation can be fulfilled by making the amount of the debt to the notary's Deposit (p.1.1 article 327 of the civil code).
The debtor shall bear the costs of performance of obligations, unless otherwise provided by law or contract (article 309.2 of the civil code).
In case of violation of a negative obligation by the debtor, the creditor has the right to file a claim, even if the debtor has not reimbursed losses (paragraph 6 of article 393 of the civil code).
OTHER PROVISIONS OF THE CIVIL CODE
From 29.12.2015, the Federal law of 29.06.2015 № FZ-206 introduced a new legal instrument:
Standard Charter of the company
For companies, a standard Charter is provided, which is approved by the state Executive body and registered in the USRLE (paragraph 2 of article 52 of the civil code).
From 29.09.2015 g Federal law of 29.06.2015 N 186-FZ changed the order of satisfaction of claims in the liquidation of a legal entity:
Now the requirements for compensation of moral damage are satisfied not in the first place, but in the last place (paragraph 1 of article 64 of the civil code).
With 13.07.2015 g. the Federal law from 13.07.2015 No. 268-FZ has introduced new provisions concerning the lawyers ' chambers:
Law of Commerce became independent of the legal form of legal entities, and the College of lawyers, lawyer or legal advice to legal persons - the law of education (article 123. 16-1 and 16-2 GK).
From 23.05.2015, the Federal law of 23.05.2015 N 133-FZ provides for new provisions regarding the type of legal entity:
The name of the legal entity does not need to specify the legal form, if the type of legal entity is indicated-at the moment only for political parties (paragraph 1 of article 54 of the civil code).
From 01.10.2015, the Federal law of 29.06.2015 N 154-FZ introduced new provisions on the bankruptcy of a citizen:
The article (article 25 of the civil code) on insolvency (bankruptcy) of a citizen in connection with the adoption of provisions on bankruptcy of a citizen in the Federal law "on insolvency (bankruptcy)" dated 26.10.2002 № 127-FZ.
From 01.01.2015, the Federal law of 12.03.2014 N 35-FZ shortened the term of the exclusive right to an industrial design and certifying this right patent from 15 to 5 years. According to the patent owner, this term can be repeatedly extended for five years, but in General it should not exceed 25 years from the date of filing an application for a patent with Rospatent (Art. 1363 of the civil code).
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