Guarantees of an option to acquire a share in an LLC

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The conditions under which the right to exercise the option arises must be clearly spelled out and verified by a notary. It is most correct to reflect in the agreement a list of documents, the presentation of which is sufficient for the acceptance of the offer to the option holder. In this case, no response actions from the other party will be required to exercise the option.


It is also important to consider additional factors that may arise when making some options transactions :

The presence of the consent of the spouse, if the parties to the transaction are individuals and are in a registered marriage. In the absence of such consent, the contract will be voidable.
Observance of the preferential rights of other participants in the company. Participants in an LLC have a preferential right, as provided by law, to acquire a share if it is offered for sale to third parties. Accordingly, at the stage of concluding an agreement with an option clause, notarized refusals of such participants to acquire a share must be obtained.
If the total assets of the target company and the potential buyer exceed 7 billion rubles or their total revenue exceeds 10 billion, then the consent of the Federal Antimonopoly Service may be required malta whatsapp phone number to successfully complete the transaction. In addition, if a transaction is planned with a citizen or legal entity from an unfriendly state, it is necessary to obtain the consent of the Government Commission for Control over the Implementation of Foreign Investments in advance.
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Current Russian legislation contains all the necessary rules for the successful conclusion and execution of option agreements and option contracts. However, in practice, difficulties may arise with the execution of such transactions due to unclear wording in the option documentation.

In order to minimize the risks of non-execution of the option, it is recommended to reflect in the agreement the guarantees of the offeror (the party that granted the option), similar to the guarantees in the ordinary purchase and sale of a share, that :

the offeror has all the powers and rights to execute and execute the option;
there are no restrictions on the disposal of shares and the rights of third parties in relation to the share, including other option agreements;
the share in the authorized capital is fully paid upon its acquisition;
there are or will be all consents to the transaction and the transfer of the share to the option holder, including the consent of the spouse and other participants in the company, if necessary.
It is also important to take into account that option granting agreements and option contracts themselves are not registered in publicly accessible registers. In this regard, if it is possible for a share to be alienated by its owner without the knowledge of the option holder, it is recommended to conclude a corporate agreement with an option clause and register information about the existence of a corporate agreement in the Unified State Register of Legal Entities.

In such a situation, a notary who can certify a transaction for the alienation of a share with a third party will pay attention to such information in the Unified State Register of Legal Entities and request an existing corporate agreement, which will significantly complicate the conclusion of such transactions for the owner of the share.

To ensure the option is exercised, the option holder must have access to the documents that will need to be presented to the notary to complete the transaction to alienate the share.

As a result, it is advisable for the option agreement or option contract to provide penalties for the offeror if it fails to provide the required information or documents to the option holder.

If all of the above conditions are met, then the exercise of the right to purchase or sell a share in an LLC under the terms of an option will not create serious difficulties for its owner.