Tag Archives: law and order

Russian Federation

The premises is carried out inspection, the procedure is governed by Art. 92 NC Russian Federation (Resolution of the Federal SFR from 29.07.2003 N A26-526/03-26). Failure to comply with tax laws to order the appointment and the decision to hold a site inspection (no indication of the period of the audit and the types checked taxes), shall be a violation of the rights and interests of the taxpayer and is the basis for the recognition of the contested decision void (Resolution of the Federal vivo from 28.10.2003 N F09-3614/03-AK from 06.11.2003 N F09-3667/03-AK). Municipal Tax authority with participation of local Tax Office of the Russian Federation held the subject site tax inspection company, which resulted in the urban local Tax Act and was decided on raising the tax liability. In connection with the admitted material breach of Art. 100 of the Tax Code of the Office of the Deputy Head of the Inspectorate overturned the decision and re-appointed on-site tax check of the taxpayer in order to control the activities of tax authority, which is passed a relevant resolution. The taxpayer appealed the ruling on the grounds that the initial test was conducted with the participation of the Office, therefore, so re-perform the verification by the Office contrary to Art. 87, 89 of the Tax Code..

The Conditions

With the above problem is another problem linked to use of shareholders agreements: party to apply to various types of agreements liability under the shareholder agreement if the agreement itself is invalid – will automatically be denied and in the demand for damages, or contractual penalties. As an illustration this problem will be appropriate following example: Two participants in the JSC, one of which is a minority shareholder, have entered into a shareholders agreement, which enshrined the right of voting rules on certain issues. Further minority shareholder is selling a half share of a third person – of course, in compliance with all formalities. Company members is three. Majoritarian – 60% and two younger, 20% each. It turns out that one member of society agreement concluded with other (new member) – no. One observes the conditions of previous agreements, the other – no.

Moreover, the new party does not want AO nothing to limit themselves and refuses to voluntarily to join the agreement (to sign new). What to do in this situation? The version of "oblige the court to join" is no longer as limited by the instantaneous freedom of contract principle in the treatment of: party civil law decides with whom to enter into a contract, and with whom – no. Maybe there is a sense in advance, anticipating the difficulties with the execution of the agreement, to include in the charter of the wording of the "purchaser in the share capital must to join the shareholder agreement, to which was the seller? " Will not work – again a contradiction with the freedom of contract.