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Case law and convertible loan

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Case law and convertible loan 26.07.2019 17:02

On June 27, 2019, the Plenum of the Supreme Court of the Republic of Belarus adopted a resolution “On the application by the courts of law in resolving disputes arising from loan agreements”.

The resolution defines approaches to disputes resolution arising from loan agreements, including a convertible loan.

As indicated in the President Decree No.8 under a convertible loan agreement only money can be the subject of a loan, and the lender’s claims are satisfied by shares transferring, a share (part of a share) in the borrower’s charter capital on the conditions agreed upon by the parties (Subsection 5.1 paragraph 5 of Decree No. 8).

If the borrower violated its obligations to transfer stocks or a share (part of a share) in the charter capital the lender has the right to appeal to the court for the protection of its rights with the corresponding requirement, for example, forcing him to perform the obligation under the contract.

Return by the borrower to the lender of money (loan amount) instead of transferring stocks, a share (part of a share) in the charter capital, and also paying interests for using the loan is possible, if it is expressly provided by the contract.

It should be noted that, according to the currency legislation of the Republic of Belarus, if a convertible loan is issued by an individual to a Belarusian legal entity, such a loan can be issued in foreign currency only if such an individual is a non-resident.

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