Russia

Article 158. Form of Transactions see also Formation

1. Transactions shall be concluded orally or in writing (simple or notarial form).

2. A transaction which may be concluded orally shall be considered concluded also in the instance when the will to conclude the transaction is manifest from the behavior of the person.

3. Silence shall be deemed to be an expression of will to conclude a transaction in the instances provided for by law or by agreement of the parties.

Article 159. Oral Transactions

1. A transaction for which the written (simple or notarial) form has not been established by law or by agreement of the parties may be concluded orally.

2. Unless otherwise established by agreement of the parties, all transactions performed during their conclusion may be concluded orally, except for transactions for which a notarial form has been established and transactions the failure to comply with the simple written form of which entails their invalidity.

3. Transactions in pursuance of a contract concluded in writing may, by agreement of the parties, be concluded orally unless this is contrary to the law, other legal acts, and a contract.

Article 160. Written Form of Transaction

1. A transaction in written form must be concluded by means of drawing up a document reflecting the content thereof and signed by the person or persons concluding the transaction, or by persons duly authorized by them.

Bilateral (multilateral) transactions may be concluded by means established by Article 434(2) and (3) of this Code.

A law, other legal acts or an agreement between the parties may establish additional requirements to which the form of a transaction must conform (conclusion on a letterhead of a specified form, affixing of seal, etc.) and provide for consequences for the failure to comply with these requirements. If such consequences have not been provided, the consequences specified for the failure to comply with the simple written form of a transaction shall apply (Article 162[1]).

2. The use when concluding transactions of a facsimile reproduction of a signature with the help of mechanical or other copying devices, as well as electronic-digital signature, or other analog of a signature in one's own hand shall be permitted in the instances and procedure provided for by law, other legal acts, or by agreement of the parties.

3. If a citizen as a consequence of physical defect, disease, or illiteracy cannot sign in his own hand, then at his request another citizen may sign the transaction. The signature of the latter must be certified by a notary or other official entitled to perform such a notarial act, specifying the reasons for which the person concluding the transaction could not sign it in his own hand.

However, when concluding the transactions specified in Article 185(4) of this Code and granting powers of attorney to conclude them, the signature of the signer of the transaction may also be certified by the organization employing the citizen who cannot sign in his own hand or by the administration of the inpatient treatment institution in which he is situated for care.

Article 161. Transactions Concluded in Simple Written Form

1. There must be concluded in simple written form, except for transactions requiring notarial certification:

• transactions of legal persons between themselves and with citizens;
• transactions of citizens between themselves for an amount exceeding no less than ten times the minimum wage established by law, and irrespective of the transaction amount in the instances provided for by law.

2. Compliance with the simple written form shall not be required for the transactions which in accordance with Article 159 of this Code may be concluded orally.

Article 162. Consequences of Failure to Comply with Simple Written Form of Transaction

1. The failure to comply with the simple written form of a transaction shall deprive the parties of the right to refer, in the event of a dispute, to witness testimony in confirmation of the transaction and its conditions, but shall not deprive them of the right to give written and other evidence.

2. In the instances expressly specified in a law or in the agreement of the parties the failure to comply with the simple written form of a transaction shall entail its invalidity.

3. The failure to comply with the simple written of a foreign economic transaction shall entail its invalidity.

Article 163. Notarially Certified Transactions

1. The notarial certification of a transaction shall be performed by means of an endorsement of certification written on the document corresponding to the requirements of Article 150 of this Code by a notary or other official entitled to perform such a notarial act.

2. Notarial certification shall be obligatory:

• in the instances specified in a law;
• in the instances provided for by agreement of the parties, even if such form is not required by the law for these transactions.

Article 164. State Registration of Transactions see also Mandatory Obligations

1. Transactions with land and other real estate shall be subject to State registration in the . instances and according to the procedure provided for by Article 131 of this Code and by the law on the registration of rights to real estate and transactions with it.

2. State registration of specified types of transactions with real estate may be established by a law.

Article 165. Consequences of Failure to Comply with Notarial Form of Transaction and Requirement for Registration Thereof see also Mandatory Obligations

1. The failure to comply with the notarial form and in the instances established by a law, with the requirement concerning State registration of a transaction shall entail its invalidity. Such a transaction shall be considered null and void.

2. If one party has wholly or partially performed a transaction requiring notarial certification, and the other party evades such certification of the transaction, the court shall have the right at the demand of the party which performed the transaction to deem the transaction to be valid. In this event, subsequent notarial certification of the transaction shall not be required.

3. If a transaction requiring State registration has been concluded in the proper form but one of the parties evades the registration thereof, the court shall have the right at the demand of the other party to render a decision concerning registration of the transaction. In this event, the transaction shall be registered in accordance with the court decision.

4. In the instances provided for by points 2 and 3 of this Article the party which unjustifiably evades notarial certification or State registration of a transaction must compensate the other part for losses caused by the delay in concluding or registering the transaction.

Article 434. The Form of the Contract see also Formation

1. The contract may be concluded in any form, stipulated for making the deals, unless the law stipulates a definite form for the given kind of contracts. If the parties have agreed to conclude the contract in a definite form, it shall be regarded as concluded after the agreed form has been rendered to it, even if the law does not require such form for the given kind of contracts.

2. The contract in written form shall be concluded by compiling one document, signed by the parties, and also by way of exchanging the documents by mail, telegraph, teletype, telephone, by the electronic or any other type of the means of communication, which makes it possible to establish for certain that the document comes from the party by the contract.

3. The written form of the contract shall be regarded as observed, if the written offer to conclude the contract has been accepted in conformity with the order, stipulated by Item 3, Article 438 of the present Code.

Article 452. The Procedure for the Amendment and the Cancellation of the Contract see also Formation

1. The agreement on the amendment or on the cancellation of the contract shall be legalized in the same form as the contract itself, unless otherwise following from the law, from the other legal acts, from the contract or from the customs of the business turnover.

2. The claim for the amendment or for the cancellation of the contract may be filed by the party with the court only after it has received the refusal from the other party in response to its proposal to amend or to cancel the contract, or in case of its non-receipt of any response within the term, indicated in the proposal or fixed by the law or by the contract, and in the absence thereof - within a 30-day term.