RESOLUTION OF THE PLENUM OF THE SUPREME COURT OF THE RUSSIAN FEDERATION

of June 26, 2018 No. 27

About contest of large deals and transactions in which making there is interest

For the purpose of ensuring unity of practice of application by courts of the legislation on the economic societies Plenum of the Supreme Court of the Russian Federation, being guided by article 126 of the Constitution of the Russian Federation, articles 2 and 5 of the Federal constitutional Law of February 5, 2014 No. 3-FKZ "About the Supreme Court of the Russian Federation", decides to make the following explanations.

General provisions about contest of large deals and transactions with interest

1. By consideration of the requirement about recognition of the transaction invalid as made with violation No. 208-FZ provided by the Federal Law of December 26, 1995 "About joint-stock companies" (further - the Join-stock companies law) and the Federal Law of February 8, 1998 No. 14-FZ "About limited liability companies" (further - the Law on limited liability companies) procedure for making of large deals, is subject to application Article 173.1 of the Civil code of the Russian Federation (further - the Civil Code of the Russian Federation), and with violation of procedure for transactions in which making there is interest (further - transactions with interest), - Item 2 of article 174 Civil Code of the Russian Federation (Item 6 of Article 79, Item 1 of Article 84 of the Join-stock companies law, Item 6 of Article 45, item 4 of article 46 of the Law on limited liability companies) taking into account the features established by the specified laws.

2. The term of limitation period according to requirements about recognition of large deals and transactions with interest invalid and application of effects of their invalidity is estimated by rules of Item 2 of article 181 Civil Code of the Russian Federation and constitutes one year.

The term of limitation period in claims for recognition of the invalid transaction made with violation of procedure for its making and for application of effects of its invalidity including when such requirements on behalf of society are imposed by the member (shareholder) or the board member (supervisory board) (further - the board of directors), is estimated from the date of when person who independently or together with other persons performs powers of sole executive body learned or owed learn that such transaction is made with violation of requirements of the law to procedure for its making including if it directly made this transaction.

If person who independently or together with other persons performs powers of sole executive body was in collusion to other party of the transaction, the term of limitation period is estimated from the date of when learned about the corresponding circumstances or owed recognize person who independently or together with other persons performs powers of sole executive body, other, than person who made the transaction. Only in the absence of such person until presentation by the member of economic society or the board member of the requirement prescriptive limit is estimated from the date of when learned about the called circumstances or the participant or the board member who imposed such requirement shall learn.

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