In the course of a legal entity’s activity, there may arise a need for certain changes, which, in turn, require state registration (changes in business owners, management, location, types of activity, etc.). It is important to carry out corporate changes under the guidance of lawyers specializing in corporate law.
All such changes can be divided into three categories:
- Changes related to amendments to the founding documents of the legal entity;
- Changes not related to amendments to the founding documents of the legal entity;
- Reorganization of the legal entity.
Ukrainian legislation regulating corporate relations is quite complex and constantly changing, so carrying out corporate changes in our country cannot be imagined without a highly qualified lawyer with practical experience in applying corporate law norms, who keeps track of current legislative changes and is capable of interpreting and applying them correctly. Corporate governance is a key element of a company’s successful operation.
Supporting corporate changes is one of the key services in the field of corporate law and is one of the leading practices of our law firm.
Thanks to our experience and professionalism in corporate law, our lawyers negotiate, prepare documentation (e.g., for company mergers), conduct legal audits, manage dispute resolution processes, and assist in solving other legal issues.
Legal assistance in supporting corporate changes includes a wide range of services, among which the following can be highlighted:
- Support for mergers, spin-offs, divisions, or other types of company reorganizations;
- Legal audit of a company whose corporate rights are being acquired by our Client;
- Assistance with changes to the composition of founders, company name, location, re-election of management bodies, opening and closing of branches, and other changes;
- Providing consultations on corporate governance;
- Supporting the business registration procedure;
- Making amendments to the founding documents;
- Conducting audits (due diligence) of existing corporate structures;
- Preparing draft contracts and corporate documentation of any complexity;
- Developing charters, internal regulations;
- Resolving corporate disputes.
Practice experience: 19 years
Specialization: litigation support, tax, customs and antitrust practices, agricultural law, IT and M&A
Practice experience: 21 years Specialization: support of economic, civil, labor and administrative disputes, energy
Practice experience: 11 years Specialization: tax, customs and corporate disputes, support of inspections, contractual activities
Practice experience: 6 years
Specialisation: business and civil law, tax and customs practice, corporate law, registration and reorganisation of business
Practice experience: 11 years Specialization: support of economic, civil, labor and administrative disputes, inspections
There is no need to specify in the charter of a limited liability company (LLC) information about the size of the charter capital, the list of participants, the size and composition of each participant’s share, the location of the company, etc. This information is entered during the state registration of the enterprise or other registration actions in the Unified State Register of Legal Entities, Individual Entrepreneurs, and Public Associations, access to which anyone can obtain through the official website of the Ministry of Justice of Ukraine.
The charter of a limited liability company does not need to specify the exact legal address of the enterprise; general information stating that the company’s location is the actual place of business should be indicated. This will save the company from the need to amend the charter in case of a change in location. The legal address is specified during state registration and is reflected in the Unified State Register of Legal Entities, Individual Entrepreneurs, and Public Associations, access to which anyone can obtain through the official website of the Ministry of Justice of Ukraine.
The charter of the company should include the following clause: “The founder may be assigned the functions of the Director without receiving a salary (remuneration) and without entering into a contract (agreement).” Such a clause, if necessary, will enable the owner to independently manage the business and optimize costs.
The charter of a joint-stock company must contain information about: the name and type of the company; the size of the charter capital; the nominal value and total number of shares, the number of each type of shares issued by the company, including the number of each class of preferred shares if preferred shares are issued; the existence of the preemptive right of shareholders of a private company to purchase shares of this company offered for sale to a third party, and the procedure for its implementation or the absence of such a right; the procedure for notifying shareholders about the payment of dividends; the procedure for convening and holding general meetings; the competence of the general meeting; the method of notifying shareholders about the holding of the general meeting and changes to the agenda of the general meeting; the composition of the company’s governing bodies and their competence, the procedure for their formation, election, and removal of members, as well as the procedure for changing the composition of the governing bodies and their competence; the procedure for amending the charter; the procedure for the company’s liquidation.
The minimum size of the charter capital of a joint-stock company, by law, must be 1,250 minimum wages based on the minimum wage rate applicable at the time of the establishment of the joint-stock company.
A statement for state registration of changes, a document confirming payment of the administrative fee, an act of acceptance and transfer of the share in the company’s charter capital (notarized original acceptance-transfer act).
- Approval of the monetary valuation of a non-monetary contribution by a participant;
- Redistribution of shares among participants in cases provided by this Law;
- Creation of other bodies of the company, determination of the order of their activities;
- A decision on the acquisition of a participant’s share (or part of it) by the company.
The minimum number of participants in an LLC is one person. The maximum number of participants in an LLC is not limited.
