Sale of shares and redemption therof

In one of the cases conducted by our law firm raised the question whether contractual restrictions on disposal of shares are applicable to voluntary redemption of shares. At first it looks like both of these institutions does not have a lot in common. However, one of the stage of voluntary redemption of shares is transfer them from shareholder to company, which finally redeems them. Taking that into consideration it is necessary to establish whether in such case contractual restrictions on disposal of share specified in agreement for commercial company, especially those restrict scope of potential purchasers, are applicable also to procedure of voluntary redemption of shares.

We are think that they are not applicable. Our opinion is supported by functional interpretation, because purpose of transfer shares from shareholder to company is to bring to their expiry, not transfer of rights and obligations arising from shares. It is also confirmed by commercial law doctrine.

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