2024

Creation of a regulatory framework for option contracts

UNDERSTANDING-OPTION-CONTRACTS-1

The bill proposes to make additions to the Civil Code of the Republic of Armenia, the Law "On Joint Stock Companies" and a number of laws, defining the concept of an option contract and the main conditions of its application, based on the business practices already established in the world and in the Republic of Armenia. In particular, it is proposed to establish that under the option contract one party (the option buyer) acquires the right to demand from the other party (the option seller) to perform the actions provided for in the option contract (including transferring or receiving property with ownership or other property rights, including property rights) ( exercise the option) within the period (the option's expiration date) and at the price (the option's exercise price) determined by it, and the option seller undertakes to fulfill that the requirement. An option can be a purchase option (call option), in which case the buyer of the option acquires the right to demand ownership or other property right to transfer property, including property rights, and a sale option (put option), in which case the buyer of the option acquires the right require the option seller to accept property, including property rights, with ownership or other property rights. It is also recommended to establish that the option contract is concluded in writing. If the buyer of the option does not present the demand that is the subject of the contract (does not exercise the option), then the option contract is considered terminated by law. An option contract may provide that the claim defined therein is deemed to be presented upon the achievement of the conditions set forth in the contract, if the contract also defines the criteria or procedure for determining the achievement of such conditions and the date on which the party is notified. It is also proposed to establish that in exchange for the provision of the right specified in the option contract (the right to request to perform the actions specified in the option contract), the buyer of the option shall pay the premium specified in the contract to the seller of the option in the period specified by the contract, in the form of cash or other property, except for cases specified by law or contract. :The option contract must specify the price of option execution and the order of its issuance in case of submitting the demand that is the subject of the contract. It is also recommended to make additions to the laws "On the registration of secured rights to movable property" and "On the state registration of legal entities, separate divisions of legal entities, institutions and individual entrepreneurs" by establishing the necessary structures for the registration of rights and restrictions arising from the option contract.