Since November 2, 2019 so-called “antiraider” Law № 159-ІX, aimed at strengthening the protection of property rights of individuals and legal entities as well as preventing raidership, has entered into force.
The Law introduced the amendments to different Laws of Ukraine including the Law of Ukraine “On State Registration of Proprietary Rights to Immovable Property and Their Encumbrances”, the Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Organizations” and the Law of Ukraine “On Limited Liability and Additional Liability Companies”.
The key legal innovations and developments of the Law which undoubtedly will impact the activities of legal entities and individual entrepreneurs are the following:
- The change of approval procedure of transactions which exceed 50 % of the value of assets of LLC and ALC (significant transactions). The mandatory requirement of Article 44 of the Law of Ukraine “On Limited Liability and Additional Liability Companies” on approval of significant transactions exclusively by the decision of general meeting of LLC’s and ALC’s participants has been amended and, consequently, the participants of LLC and ALC have been given the right to define the procedure of approval of significant transactions in the charter on their own.
- The provisions of the Law of Ukraine “On Limited Liability and Additional Liability Companies” and the Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Organizations” applicable to successors of LLC’s participants have been brought into compliance. As of now, the consent of other LLC’s participants for joining the successor to the LLC is not obligatory for the state registration of changes in the USR related to the replacement of deceased LLC’s participant with his successor.
- The mandatory requirements for the form of the documents which are submitted for the state registration of changes to information about legal entity contained in the USR and related to the participation in the company, charter capital and size of shares of company’s participants have been set. As from now, applications for membership in company, applications for withdrawal from company, acts of acceptance-transfer of share in charter capital, the resolutions of the general meeting on determination of size of charter capital and size of shares of participants as well as on the expulsion of participant, delivery and acceptance statements, divided balance sheets must be posted on specific forms of notarial deeds.
- The obligation of state registrars to check the scope of civil legal capacity of the persons applying for conducting registration acts in the State Register of Proprietary Rights to Immovable Property (the Register of Proprietary Rights) and the United State Register of Legal Entities, Individual Entrepreneurs and Public Organizations (the USR) has been introduced. Such control is conducted by the state registrar regarding citizens of Ukraine and legal entities incorporated under the legislation of Ukraine, — on the basis of information acquired from appropriate State registers; regarding foreigners and stateless persons – on the basis of identity paper which is the ground for stay in Ukraine; regarding non-resident legal entity – on the basis of extract from the appropriate register legalized as required and, if necessary, on the basis of its incorporating documents (copies of such documents) legalized as required.
- The form of the document which confirm the authorities of representative to act on behalf of legal entity when conducting registration acts in the Register of Proprietary Rights and USR has been established. As of now, such document can only be a notarized power of attorney or information about person authorized to act on behalf of legal entity from the USR.
- The legal entity’s participant and director have been given the right of monitoring of the status of information about legal entity in the USR on a free basis in real time by means of telecommunications facilities and to acquire information about facts of submission or acceptance of the documents submitted for conducting registration acts.
- The complete exterritoriality for individual entrepreneurs (i.e. the possibility to conduct registration acts irrespective of their location on the basis of paper documents or documents in electronic form) has been prescribed and the partial exterritoriality for legal entities, which means the possibility to conduct registration acts irrespective of their location area merely on the basis of documents in electronic form has been upheld.
This Legal Alert is intended as a general overview of latest changes in legislation of Ukraine and does not constitute a legal advice.
For further information please contact Antika Law Firm:
12, Khreschatyk Str., 2nd floor,
Kyiv, 01001, Ukraine
tel./fax: +38 044 390 09 20/21