Form of the document "Pledge agreement of a share (part of a share) in authorized capital limited liability companies (between company participants)” refers to the heading “Loan agreement, pledge agreement”. Save a link to the document in in social networks or download it to your computer.

Pledge agreement for a share (part of a share)

in the authorized capital of a limited liability company

(between company members)

d. [place of conclusion of the contract] [day, month, year]

[Name of the organization - participant of the limited liability company], represented by [position, full name], acting on the basis of the [Charter, regulation, power of attorney], hereinafter referred to as the "Pledgee", on the one hand, and

[Name of the organization - a member of a limited liability company], represented by [position, full name], acting on the basis of the [Charter, regulation, power of attorney], hereinafter referred to as the "Pledger", on the other hand, and collectively referred to as " The Parties have entered into an agreement as follows:

1. The Subject of the Agreement

1.1. This agreement is a security for the fulfillment of the obligations of the Pledgor to the Pledgee under the agreement [specify the type of agreement] dated [day, month, year] N [value].

1.2. Under this agreement, the Pledgor pledges to the Pledgee his share (part of the share) in the authorized capital of the limited liability company [name of the company] (hereinafter referred to as the Company), hereinafter referred to as the "Pledged Subject".

1.3. The right of pledge arises from the moment of conclusion of this agreement.

1.4. Under this agreement, the Pledgor has the right in case of non-fulfillment by the Pledgor of the obligation provided for in clause 1.1. of this agreement, to receive satisfaction from the value of the subject of pledge, predominantly over other creditors of the Pledgor.

2. Subject of pledge

2.1. [Indicate the full company name and registration data of the limited liability company, the share (part of the share) in the authorized capital of which is pledged].

2.2. The authorized capital of the Company is [in numbers and words] rubles.

2.3. The subject of the pledge is the [value] of interest in the authorized capital of the Company.

2.4. The nominal value of the subject of pledge is [in numbers and words] rubles.

2.5. The pledged share (part of the share) in the authorized capital of the Company has been paid by the Pledger [in full/partially].

2.6. The estimated value of the pledged share (part of the share) in the authorized capital of the Company in accordance with the valuation report from [date, month, year] N [value] at the time of conclusion of this agreement is [in numbers and words] rubles.

2.8. The pledgor is not entitled to alienate the subject of pledge to third parties or dispose of it in any other way without the consent of the Pledgee.

2.9. Subsequent pledge of the subject of pledge is not allowed.

3. The nature, amount and term of performance of the obligation secured by the pledge

3.1. Pledge of a share (part of a share) in the authorized capital of the Company ensures the fulfillment by the Pledgor of the following obligations under the agreement [specify the type of agreement]:

The amount of the main obligation in the amount of [in numbers and words] rubles;

Payment of interest on the amount of the main obligation in the amount and in the manner established by the agreement [specify the type of agreement];

Payment of a penalty in the form of a penalty fee in the amount and in the manner established by the agreement [specify the type of agreement];

Compensation for losses caused by non-fulfillment or improper fulfillment of obligations under the contract [specify the type of contract].

3.2. The terms for fulfilling the obligations of the Pledgor under the agreement [specify the type of agreement] are set in the agreement itself.

4. Rights and obligations of the parties to the contract

4.1. The pledger undertakes:

4.1.1. Not to take actions that lead to the liquidation of the Company or a decrease in the nominal or actual value of its share, when this may depend on the Pledgor.

4.1.2. Take measures necessary to protect the subject of pledge from encroachment by third parties.

4.1.3. Inform the Pledgee of information about the changes that have occurred in the subject of pledge and about the claims of third parties to it.

4.1.4. Notify the Pledgee of all cases of transfer or possibility of transfer of the subject of pledge to third parties within [value] days from the moment such an opportunity arises.

4.2. The pledger has the right:

4.2.1. AT in full exercise the rights and bear the obligations of a member of the Company in accordance with the Federal Law of February 8, 1998 N 14-FZ "On Limited Liability Companies".

4.3. The pledgee has the right:

4.3.1. To intervene as a third party in a case in which a claim on the subject of a pledge is being considered.

4.3.2. Foreclose on the subject of pledge, if at the time of the due date for the fulfillment of the obligation provided for in clause 3.2. of this agreement, it will not be performed.

4.3.3. Apply to the court or independently realize the subject of pledge.

5. Grounds and procedure for foreclosure on the subject of pledge

5.1. In the event of non-fulfillment or improper fulfillment by the Pledgor of the obligation secured by the pledge under the agreement [specify the type of agreement], in order to satisfy the requirements of the Pledgee, foreclosure may be levied on the pledged share (part of the share) in the authorized capital of the Company.

5.2. The parties to this agreement have agreed that the justified claims of the Pledgee shall be satisfied at the expense of the subject of pledge by levying execution on the subject of pledge out of court.

5.3. Under this agreement, the Parties have determined that the sale of the collateral without going to court (out of court) is carried out by [indicate the method and procedure for the sale of the collateral].

5.4. The pledgor has the right at any time prior to the sale of the subject of pledge to stop levying execution on it and its sale by fulfilling the obligation secured by the subject of pledge or that part of it, the fulfillment of which by the Pledgor is overdue.

6. Liability of the parties

6.1. In case of non-fulfillment or improper fulfillment of their obligations under this agreement, the Parties shall be liable in accordance with applicable law Russian Federation.

7. Procedure for resolving disputes

7.1. Disputes and disagreements that may arise during the execution of this agreement will, if possible, be resolved through negotiations between the Parties.

7.2. If the Parties do not come to an agreement, disputes are resolved in court in accordance with the current legislation of the Russian Federation.

8. Final provisions

8.1. This agreement is made in triplicate, having the same legal force, one copy for each of the Parties, one copy is transferred to the notary.

8.2. The agreement comes into force from the moment of its conclusion and is valid until the full fulfillment by the Pledgor of obligations under the agreement [specify the type of agreement].

8.3. This agreement is subject to notarization. Failure to comply with the notarial form of the specified transaction entails its invalidity.

8.4. Information on the encumbrance of a share (part of a share) in the authorized capital of the Company with an indication of the period during which such an encumbrance is valid, is subject to entry in the unified state register legal entities.

8.5. All changes and additions to this agreement are made out by additional agreements of the Parties in writing, which are an integral part of this agreement.

8.6. In all other respects that are not provided for by this agreement, the Parties are guided by the legislation of the Russian Federation.

9. Details and signatures of the parties

Pledgor Pledgor

[fill in] [fill in]

[position, signature, initials, [position, signature, initials,

last name] last name]

• 
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• 3.1. The share pledge agreement concluded before July 1, 2009 in simple written form remains in force
• 3.2. If it is impossible to determine the date of pledge of the share and applying to the tax office after 07/01/09, such a transaction requires notarization
• 3.3. An additional agreement to the share pledge agreement concluded before July 1, 2009 does not require a notarized form, regardless of the date of the agreement
• 3.4. The power of attorney issued in a simple written form for making a pledge of a share ceased from 1.07.2009
• 3.5. Information on the pledge of a share that arose before July 1, 2009 may be included in the Unified State Register of Legal Entities at the request of the pledgor submitted by him or by a notary

• 4.1. The alienation of the pledged share without the consent of the pledgee does not entail the invalidity of the transaction
• 4.2. Extrajudicial foreclosure of the pledged share until March 7, 2012 was allowed according to the general rules of the Civil Code of the Russian Federation on the recovery of pledged property
• 4.3. Until 03/07/2012, the share pledge agreement could not contain a clause on extrajudicial foreclosure if the pledgee was not a member of the company
• 4.4. It is not allowed to levy execution on the pledged share, which was acquired for compensation by a bona fide purchaser from the pledgor
• 4.5. The imposition of an arrest by a bailiff on a share that is pledged does not violate the rights of the debtor

Encyclopedia of Judicial Practice
Pledge of shares in the authorized capital of the company
(Article 22 of the Federal Law "On Limited Liability Companies")

1. Essence, grounds and registration of a pledge of a share in the authorized capital

1.1. Pledge of a share is not its alienation

The courts rightly took into account the plaintiff's argument that the legal pledge rule does not conflict with the pledge provisions of the Limited Liability Companies Law. Foreclosure on a share in the authorized capital of a company is possible on the basis of paragraph 5 of Art. 488 of the Civil Code of the Russian Federation in case of non-payment of a share sold on credit.

Clause 5 of the loan agreement with collateral stipulates that the valuation of the subject of collateral - 100% of the share in the authorized capital was to be determined in accordance with the appraiser's report. However, it follows from this report that the subject of the valuation was not a 100% share in the authorized capital of the company, but the market value of the legal entity's ownership right to the property it owns.

Since the share in the authorized capital in the amount of 100% was not the subject of this assessment, the courts of the first and appellate instances came to a reasonable conclusion that the parties did not assess the subject of the pledge and concluded that the pledge agreement was not concluded.

1.4. A pledge of a share arises by virtue of an agreement if the nature, size and term of the obligation to be secured are determined

The contract for the pledge of a share in the authorized capital is not concluded, since it does not specify the nature, amount and term of fulfillment of the obligation secured by the pledge.

As follows from the content of the agreements on the pledge of a share in the authorized capital of an LLC, the agreement on the subsequent pledge of a share in the authorized capital of an LLC, they do not specify the conditions on the nature, amount and term of fulfillment of the obligation secured by the pledge. In the absence of an agreement between the parties on the named terms of the pledge agreement, the shares in the authorized capital of the LLC cannot be considered concluded.

1.5. A company's decision to pledge a share is not required if the pledger is its sole participant

The arguments of the cassation appeal about the non-application by the courts of articles 22, the Federal Law "On Limited Liability Companies" about the absence of a decision of the sole participant of the company to approve the transaction were considered by the court of appeal and they were given a proper legal assessment. The Court of Appeal pointed out that the pledge agreement was concluded by the sole member of the company. The corresponding will of the defendant as the only participant in the company was properly expressed in the pledge agreement.

The arguments of the cassation appeal about the invalidity of the contract subject to the provisions of Art. 22 of the Law "On Limited Liability Companies" and Art. 349 of the Civil Code of the Russian Federation were also the subject of an assessment by the court of first instance, which came to the correct conclusion that, according to the documents submitted, the person was the sole participant in the LLC, in connection with which he had the right to make a decision on the pledge of his share owned by him alone, while his actions in view of the absence of other participants in the company did not affect anyone's rights to the invariance and certainty of the composition of the participants in the company.

1.6. Pledge of a share owned by a minor participant in a company is allowed with the consent of the guardianship and guardianship authority

Members of the society are minors. From the concepts given in paragraph 2 of Article 37 of the Civil Code of the Russian Federation, it is not seen that the conclusion of pledge agreements on property owned by a limited liability company on the basis of ownership requires the consent of the guardianship and guardianship authority, since the wards are participants in such a company. The rule established in paragraph 2 of Article 37 of the Civil Code of the Russian Federation may be applied to legal relations arising in accordance with Article 22 of the Federal Law "On Limited Liability Companies" in connection with the pledge of a share of a member of the company.

1.7. The pledge agreement is subject to the rules on major transactions

In dismissing the claim for recognition of the pledge agreement as invalid, the court erroneously proceeded from the fact that this transaction is not regulated by Article 46 of the Federal Law "On Limited Liability Companies", since it is of a security nature.

Attention

Society's consent to the decision general meeting participants of the company for the pledge of the share were not received.

Consequently, the disputed contract regarding the pledge was rightfully recognized by the courts as invalid as contrary to the requirements of Article 22 of the Law on Limited Liability Companies.

Since the materials of the case do not confirm the consent of the LLC participants, drawn up in the minutes of the general meeting of participants, to transfer the share as collateral, the court, in accordance with the law, declared the pledge agreement invalid.

The court came to the correct conclusion that the pledge agreement for a share in the authorized capital of an LLC is invalid, since, in violation of Art. 22 of the Federal Law of the Russian Federation "On Limited Liability Companies", memorandum of association LLC, the Charter of the LLC, the participant did not receive the consent of another participant in the company - to pledge his share to a third party.

Note

According to the current version of Art. 168 of the Civil Code of the Russian Federation (as amended by the Federal Law of 07.05.2013 N 100-FZ), a transaction that violates the requirements of a law or other legal act and at the same time infringes on the rights and public interests of third parties is recognized as void, unless it follows from the law that such the deal is voidable

2.2. The pledge of a share without the consent of other members of the company is voidable

A transaction to pledge a share of a member of a limited liability company without notice and consent of the other members is voidable and not void.

2.3. The pledge of a share is void if its commission is prohibited by the charter

The charter of a company is not law or legal act therefore, transactions made in violation of the provisions of the charter cannot be declared invalid on the basis of Article 168 of the Civil Code of the Russian Federation.

Since the charter is not a law or a legal act, transactions made in violation of the provisions of the charter cannot be recognized as void on the basis of Article 168 of the Civil Code of the Russian Federation. These transactions are classified as voidable.

Contrary to the argument of the complainant, the court came to the correct conclusion that the inconsistency of the share pledge agreement with the provisions of the Charter of the LLC is not a basis for the invalidity (insignificance) of the agreement.

2.5. Failure to bring the charter of the company in line with the new legislation does not prevent the pledge of a share by a participant

Failure to bring the company's charter in line with the new legislation may not serve as grounds for invalidating the company's transactions, for refusing credit institutions to open bank accounts for such a company or for conducting transactions with them, or for refusal of registering authorities to state registration rights to real estate and transactions with it, refusal of notaries to notarize transactions with shares or parts of shares in the authorized capital of the company (hereinafter referred to as shares), refusal of registering authorities to make changes to information about the company contained in the Register, not related to a change in the charter companies (including those related to the transfer of shares), or in the state registration of legal entities created by reorganizing the company, or in making an entry on the liquidation of the company, etc.

Regardless of bringing the company's charter in line with the new legislation, its participants have the right to alienate their shares in the company's authorized capital, pledge them, etc.

3. Pledge of a share until 07/01/2009

3.1. The share pledge agreement concluded before July 1, 2009 in simple written form remains in force

In connection with the introduction from 01.07.2009 of a mandatory notarial form of a share pledge agreement (paragraph 2 of Article 22 of the Law on Limited Liability Companies as amended by Law N 312-FZ), courts should take into account that share pledge agreements concluded before this date in simple written form shall remain in force after this date.

On the date of signing by the parties of the share pledge agreement, the transaction was not required to be notarized. Corresponding amendments to the Federal Law "On Limited Liability Companies", providing for mandatory notarial certification of such transactions, came into force only from 01.07.2009.

When making the contested decision, the tax authority did not know the date of conclusion of the pledge agreement.

On the date of signing by the parties of the share pledge agreement, the transaction was not required to be notarized. The relevant amendments to the Federal Law "On Limited Liability Companies", providing for mandatory notarial certification of such transactions, came into force only from 01.07.2009.

Thus, failure to re-register the pledge agreement by the parties could not entail its invalidity. Decor additional agreements to the said contract in the same form as the main obligation does not testify to their illegality.

3.4. The power of attorney issued in a simple written form for making a pledge of a share ceased from 1.07.2009

The sale of the pledged property (property right) without the consent of the pledgee does not entail the invalidity of the concluded transaction. By virtue of the Civil Code of the Russian Federation, the transfer of ownership of property as a result of a transaction made with it does not terminate the right of pledge.

Thus, the completed transactions for the sale and purchase of a share in the authorized capital of an LLC do not violate the rights of the pledgee. The legislation provides for other consequences of a transaction in violation of the rules established by law for the alienation of pledged property. By virtue of the Civil Code of the Russian Federation, the pledgee has the right to demand early performance of the obligation secured by the pledge, and if his demand is not satisfied, to foreclose on the subject of pledge.

The seller of the share-mortgagor undertook not to assign the subject of pledge (share) without the prior written consent of the pledgee. At the same time, proceeding from the Civil Code of the Russian Federation, in case of violation of such a requirement, the pledgee has the right to demand early performance of the obligation secured by the pledge and levying execution on the pledged property. The contract has not been challenged in court and has not been declared invalid. Thus, the restrictions associated with the disposal of the subject of pledge do not affect the transfer of the rights and obligations of the participant to the buyer of the share.

4.2. Out-of-court foreclosure on the pledged share until 03/07/2012 was allowed according to the general rules of the Civil Code of the Russian Federation on the recovery of pledged property

A provision on extrajudicial foreclosure of pledged property also cannot be contained in a pledge agreement for a share (part of a share) in the authorized capital of a limited liability company, concluded by one of the participants in the company - an individual (including individual entrepreneur) with a pledgee who is not a member of the company, since such a pledge is possible only with the consent of the general meeting of participants in the company (paragraph 1 of Article 22 of the Federal Law "On Limited Liability Companies").

Attention

These clarifications were adopted prior to the entry into force of Article 5 of Federal Law No. 405-FZ of 06.12.2011, which allows determining an out-of-court procedure for levying execution on a participant’s share in the authorized capital of a company in a pledge agreement

4.4. It is not allowed to levy execution on the pledged share, which was acquired for compensation by a bona fide purchaser from the pledgor

The courts justifiably rejected the plaintiff's arguments to invalidate the share purchase and sale agreement with reference to the buyer's bona fide acquisition of the share and the impossibility of applying in this case the legal mechanism established by paragraphs 1 and 2 of Article 167 of the Civil Code of the Russian Federation to protect the rights of a person.

The absence in the Unified State Register of Legal Entities of an entry on the encumbrance of the share by the seller’s pledge when selling the share on credit (lack of publicity) does not mean the absence of collateral, but the seller’s requirement to foreclose on the share can be neutralized by the objection that the acquirer of the share did not know and should not have known about the existing pledge.

Note

According to the current wording of sub. 2 p. 1 art. 352, paragraph 1 of Art. 353 of the Civil Code of the Russian Federation, the pledge is terminated if the pledged property is acquired for a fee by a person who did not know and should not have known that this property was the subject of pledge.

4.5. The imposition of an arrest by a bailiff on a share that is pledged does not violate the rights of the debtor

Allowing the stated requirements, the court of first instance, correctly applying the provisions of the Federal Law "On Enforcement Proceedings", evaluating in accordance with the requirements of Article. 84 of the CAS RF, the evidence collected in the case, based on the fact that the seizure of a pledged share in the authorized capital of an LLC, carried out as part of a consolidated enforcement proceeding, one of the recoverers of which is an administrative plaintiff, does not violate the rights of the debtor [pledger].

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The company enters into a loan agreement with a bank. The bank requires the loan to be secured by a share in the authorized capital. If this is done, the participants risk losing control of society. The pledgee will be able to change the director, start reorganization or liquidate the company. Read in the article what conditions to prescribe in the pledge agreement and what to do if you have concluded an agreement without them.

Pledge of a share will become a corporate trap if the agreement does not contain a condition on the preservation of the rights of a member of the company from the pledgor. Read in the article how not to lose control over the company through the pledge of a share in the authorized capital.

Specify in the contract: the rights of a company participant are exercised by the pledgor

They brought you a share pledge agreement for verification. standard item, which was proposed by the future pledgee: “the rights and obligations of the parties under this agreement are governed by the laws in force this moment pledge law." This means that it applies general rule- corporate rights are transferred to the pledgee. As a result, the participant loses control over the company.

As a general rule, when a share in the authorized capital of an LLC is pledged, the rights of a company participant are transferred to the pledgee (paragraph 2, clause 2, article 358.15 of the Civil Code of the Russian Federation). Deadline - until the termination of the pledge.

In order to prevent the transition to the pledgee of all rights to control and manage the LLC, it is necessary to correctly construct the legal structure of the pledge agreement. The agreement can prescribe a condition on the preservation of the rights of a member of the company with the pledger (paragraph 2, clause 2, article 358.15 of the Civil Code of the Russian Federation).

If the pledge holder of a share in the authorized capital receives the rights of a participant, he will be able to determine the work of the company. So, he has the right to challenge the decisions of the general meeting, which were taken without his participation.

Nota bene!

The agreement on the pledge of a share in the authorized capital must be certified by a notary. The price of assurance depends on the amount of the contract. Minimum - 1500 rubles. The maximum cost cannot exceed 150 thousand rubles (subclause 4.1, clause 1, article 333.24 of the Tax Code of the Russian Federation). Still have to pay for technical work notary. Here the price is affected by the subject composition: who is the party to the contract - companies or citizens. If an individual, the average cost will be 12 thousand rubles. For Russian companies the amount can reach 20 thousand rubles.

The provisions of the Civil Code of the Russian Federation on the pledge of the rights of company participants also contain rules that apply to shareholders. But the pledge of shares does not imply the transfer of the rights certified by them to the pledgee by default, in contrast to the pledge of shares. This condition must be expressly provided for in the agreement. As a general rule, the rights certified by shares are exercised by the pledgor - shareholder (paragraph 1, clause 2, article 358.15 of the Civil Code of the Russian Federation).

Challenge the corporate decisions of the mortgagee in court if you lose control of the company

Unscrupulous counterparties use the pledge of a share in the authorized capital as a raider takeover scheme. They act like this - they conclude an agreement, they get the opportunity to exercise the rights of a member of an LLC. Then the pledgees initiate the transfer of property rights to third parties. This is dangerous - the pledger loses control over the society. The most common capture mechanism is the "blurring" of the share of the authorized capital and the change CEO.

Thus, the company entered into a supply agreement with JSC. As security, the sole participant of the LLC pledged its share in the authorized capital to the counterparty. He made a mistake and signed an agreement with the condition that “until the moment of termination of the pledge, the rights of the participant in the company are exercised by the pledgee.” The parties included the only exception - the JSC could not change the director of the LLC and increase his fees.

The mortgagee received full control over the society. He accepted a third party as a participant and increased authorized capital 15 times - up to 150 thousand rubles. To do this, the participant who entered made an additional monetary contribution. The share of the mortgagor decreased, it was diluted to 6.67 percent. The new participant received 93.33 percent of the share in the authorized capital. The pledger did not agree with this and filed a lawsuit.

Nota bene!

A participant in an LLC has the right to pledge his share in the authorized capital or a part of it in the company:

to another member of the company;

To a third party. In this case, it must be permitted by the statute. This can be done only with the consent of the general meeting of participants in the company (clause 1, article 22 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”).

In court, the plaintiff chose the following position: the pledgee is not entitled to take actions that may lead to the loss of the pledged property or a decrease in its value (subclause 3, clause 1, article 343 of the Civil Code of the Russian Federation). The first instance upheld this argument. She agreed to the appeal.

In this case, the courts also drew attention to the fact that the plaintiff pledged a share in the amount of 100 percent of the authorized capital with a nominal value of 10 thousand rubles. At the same time, the parties valued the subject of collateral under the agreement in the amount of 45 million rubles. According to the expert assessment, the market price of a 100 percent stake in the authorized capital of the LLC was more than 100 million rubles. Both instances decided that the contribution of the new participant to the authorized capital of the company in the amount of 140 thousand rubles was disproportionate to the decrease in the actual value of the plaintiff's share. The courts invalidated the decision to increase the authorized capital (decision of the Nineteenth AAC dated March 31, 2017 in case No. A36-5304 / 2016).

Ask the court to invalidate the pledge agreement if the pledgee is driving the company into bankruptcy

AT corporate trap You can get in if you pledge corporate rights to the bank. Sometimes this leads the company to liquidation - bankruptcy.

If you have any question, then the lawyers of the Legal Expert company will always be able to help you at a free personal consultation.

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CONTRACT
pledge of a share (or: part of a share) in the authorized capital of a limited liability company, concluded by one of the participants in the company - an individual with a pledgee who is not a member of the company

date and place of signing

___(full name, passport details) ___, hereinafter referred to as the "Pledgor", on the one hand, and ___ (full name) ___ (or: ___ (name) ___), hereinafter referred to as the "Pledgee", represented by ___ (position, full name) ___, acting __ on the basis of _________________ , on the other hand, hereinafter referred to as the "Parties", have concluded this Agreement as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. The subject of this Agreement is the transfer of a mortgage to the Pledgee of a share in the authorized capital of LLC "_________" owned by the Pledgor in order to ensure the fulfillment of the obligations of the Pledgor to the Pledgee under the Agreement concluded between them ___________ N _____ dated "___" __________ _____.

1.2. Pledge of a share is not prohibited by the charter of ____________ LLC.

1.3. Full name: Limited Liability Company "_______", TIN _________________, KPP _________________, OGRN _________________, address: __________.
Company address: _____________.

Par value of a share: ____ (_________) rubles per share.

Number of shares: ____ (_________) pieces.

Market value of shares: ____ (_________) rubles.

Information about other encumbrances.

1.4. The subject of the Agreement is _______.
(essential conditions obligations)

The Pledgor shall be liable to the Pledgee of the pledged share in the full amount of his obligations under the Agreement, including repayment of the principal amount of the debt, payment of interest, penalty, compensation for losses caused by delay in performance, as well as compensation necessary expenses for recovery and other losses that may be caused to the Pledgee by non-fulfillment or improper fulfillment by the Pledgor of his obligations under the specified Agreement.

1.5. Deadline for fulfillment of obligations under the Agreement: ____________________.

1.6. The pledge is valid for the entire period of its validity, including in the event of an extension of the said Agreement.

2. SUBJECT OF PLEDGE

2.1. The subject of the pledge is the share (part of the share) of the Pledgor in the authorized capital of the limited liability company "__________" in the amount of _____ percent (or a fraction) with a nominal value of ____ (_________) rubles.

2.2. The rights of the Pledgor to the share are confirmed: an extract from the list of participants of LLC "__________" dated "___" ________ ___, as well as a copy of the Charter of LLC "__________" dated "__" ________ ____.

2.3. The market value of the share at the time of conclusion of this Agreement is: ____ (_________) rubles.

2.4. The right of pledge extends both to the increase in the Pledgor's share in the property of LLC "___________", and to the part of the profit distributed among the participants of LLC "__________" in the manner prescribed by its Charter.

2.5. The parties jointly are for notarization of this Agreement.

3. AMOUNT OF SECURATED CLAIMS

3.1. _________________________

3.2. _________________________ Total: ______________________________

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The pledger is obliged:
- take actions necessary to ensure the validity of the pledged share (part of the share);
- not to make assignments of the pledged share;
- not to take actions that lead to the termination of the rights to the pledged share or a decrease in its market value;
- take measures necessary to protect the pledged share from encroachment by third parties;
- inform the Pledgee of information about changes that have occurred with the pledged share, about violations by third parties of his rights to the share and about claims of third parties to these rights;
- inform the Pledgee of information available to the Pledgor as a participant about the activities of LLC "___________", which may affect the validity or market value pledged share, including major transactions made by the Company, transactions with interest, appearance of signs of insolvency, ________________ (other);
- within ____ days after signing this Agreement, appear together with the Pledgee for its notarization;
- bear all the costs of notarization of the Agreement.

4.2. Subsequent pledge of shares that are the subject of pledge under this Agreement without the written consent of the Pledgee is not allowed.

4.3. The mortgagee is obliged:
- issue, if necessary, to the Pledgor any necessary powers of attorney to exercise the rights of the Pledgor to participate in the management of LLC "__________" and control its activities;
- within ______ days after the Pledgor fully fulfills its obligations to the Pledgee under the Agreement, including in terms of compensation for losses due to non-performance or improper performance of the Agreement, send the Pledgor and "__________" LLC a notice of termination of this Agreement.

4.4. The pledgee has the right:

1) regardless of the due date for the fulfillment of the obligation secured by the pledge, to demand in court, arbitration court the transfer of the pledged right to itself, if the Pledgor has not fulfilled the obligations provided for by Art. 4.1 of this Agreement;
2) to intervene as a third party in a case in which a claim for a pledged share is being considered;
3) in case of non-fulfillment by the Pledgor of the obligations provided for in par. 5 of Article 4.1 of this Agreement, independently take the measures necessary to protect the pledged share from violations by third parties.

5. TERM OF THE CONTRACT

5.1. The Agreement comes into force from the moment of its signing by the Parties and is valid until the Pledgor fully repays his obligations to the Pledgee, including repayment of the principal amount, interest, increased interest, payment of a fine (penalty) and compensation for other losses caused by non-performance or improper performance by the Pledgor their obligations under the Agreement.

5.2. Amendment and early termination of the Agreement is possible by agreement of the Parties.

5.3. The agreement terminates in the following cases:
- termination of the secured obligation;
- in case of liquidation of LLC "__________" or termination of the pledged right;
- in the event of the sale of the pledged share at public auction, as well as in the case when its sale turned out to be impossible.

6. PROCEDURE FOR SEENING THE SUBJECT OF PLEDGE

6.1. The requirements of the Pledgee are satisfied from the pledged share, the pledged right to receive dividends and other income of the Pledgor as a participant in LLC "__________" in case of non-fulfillment or improper fulfillment by the debtor of its obligations under the Agreement, including in case of delay, penalties, etc. The requirements of the Pledgee shall be satisfied in the amount stipulated by this Agreement.

6.2. In the event of occurrence of one of the circumstances that give grounds for foreclosure on the subject of pledge, the Pledgee shall apply to the court.

6.3. In case of partial repayment of obligations under the Agreement, the pledge may decrease proportionally.

7. DISPUTES RESOLUTION

7.1. The pledgee has the right to receive satisfaction from the pledged property in an indisputable manner in the cases and in the manner established by the Agreement and the current legislation of the Russian Federation.

7.2. A dispute arising between the Parties under the Agreement is subject to resolution in court in accordance with applicable law. The presence of a dispute between the Parties is evidenced by: the submission of a claim and a written refusal of one of the Parties to fulfill obligations under the Agreement.

7.3. The Pledgee is not entitled to foreclose on the subject of pledge in an indisputable manner if the Pledgor disputes his obligations under the Agreement. The presence of a dispute is evidenced by: the filing of a claim and a written refusal of one of the Parties to fulfill obligations under the Agreement.

8. GOVERNING LAW

8.1. On all issues not regulated by this Agreement, the Parties will be guided by the Law of the Russian Federation "On Pledge", the legislation of the Russian Federation and relevant international agreements.

8.2. Disputes and disagreements that may arise between the parties in the process of fulfilling obligations under this Agreement shall be resolved in court.

9. OTHER TERMS

9.1. All changes and additions to the Agreement are valid only if they are made in writing and certified by a notary.

9.2. If one of the Parties changes its location, postal or bank details, it is obliged to immediately inform the other Party about this.

9.3. The parties have the right to conclude an agreement (agreement) on compensation, according to which the Pledgor will transfer to the ownership of the Pledgee the shares that are the subject of the Agreement, or other property.

9.4. This Agreement is drawn up in 4 original copies, one for each of the Parties, for a notary and "_____________" LLC.

Pledge of shares and shares in business companies in our arsenal is usually used as one of the elements for “packaging” relations with partners, fixing agreements when attracting third-party financing, including banking, along with corporate agreement, an option to sell a stake in an LLC, and others. In its civil law essence, this is a measure to ensure the fulfillment of obligations. At the same time, the peculiarities of the subject of collateral in the form of shares and shares, as practice shows, can lead to the loss of possessory control over the entire business, which, of course, we cannot keep silent about.

The main difference between a pledge of shares and a pledge of shares in a CC is as follows:

• when shares are pledged, all shareholder rights are retained by the pledger (unless otherwise specified),
• when pledging shares - all the rights by default belong to the pledgee (unless otherwise otherwise provided by the agreement).

Thus, the pledge of a 100% stake in an LLC to the Supplier as a pledge almost resulted in the participant's almost complete loss of control over the company and a significant decrease in his property rights (See case A36-5304/2016). Having become the pledge holder of the share, the Supplier decided to increase the charter capital of the LLC, referring to the fact that, in accordance with the agreement, until the moment the pledge is terminated, the rights of the company participant are exercised by the pledge holder, with the exception of the rights of the company participant to form the company’s executive bodies, terminate their powers ahead of schedule, and also establish remuneration and monetary compensation executive bodies, which are carried out by the pledgor. On this basis, the Supplier certified by a notary the decision to accept a third party into the Company individual with a contribution of 140,000 rubles, which, with a nominal share capital of 10,000 rubles, provided this person with a share of 93.33%. Accordingly, the owner of the company has only 6.67% left. That is, in fact, the size of the owner's share has decreased by more than 10 times!

The subject of the pledge under the pledge agreement was valued by the parties in the amount of RUB 45,000,000. An independent appraiser estimated the value of the share at 101,415,000 rubles. Thus, the contribution of a third party to the authorized capital of the LLC in the amount of 140,000 rubles is obviously disproportionate to the decrease in the actual value of the share of the current member of the company. That is exactly what the court decided and declared the decision of the Supplier-Pledgee invalid.

The supplier still has a chance to challenge the decision of the court of first instance, but the dishonesty of his behavior is obvious. At the same time, we note that the owner of the company in this situation nevertheless tried to legally ensure the owner's control over the Company, leaving the decision to change the general director, whose position he holds, to himself. While there is a good chance that while litigation is ongoing, the CEO's term will expire. After that, the issue of appointing the sole executive body will already be decided by a simple majority of votes, which the current participant does not have. But you never know what deals a “new” participant in such a situation can conclude. But history is silent on this.

Another no less striking example of the lack of due attention to the terms of the share pledge agreement is case No. А40-216102/15. Here the Bank, having taken as a pledge 51% in the authorized capital of the Company to secure the issued bank guarantee, received actual corporate control over the company and brought it to bankruptcy (how exactly the court kept silent, but stated the fact). In our opinion, legally the Bank's actions are quite legal. The Civil Code of the Russian Federation directly establishes the existence of corporate rights for the pledgee of the share. This is an extraordinary way to secure an obligation. However, in this situation, the owner of the company was "rescued" by the fact that the court considered that the Bank's rights before the moment of registration of the pledge of the share had already been guaranteed by another interim measure in full and the plaintiff was misled as to whether it was necessary to pledge the share and the terms of such an agreement .

These two examples clearly demonstrate that such "subtle matters" as pledges of shares and shares should be approached very carefully. If misused, you can actually lose control of the business or get several years of litigation, even if their success is obvious. It is necessary to specify in more detail all the rights of the parties regarding the exercise of the rights of a participant / shareholder of the company when concluding a pledge agreement.