Registration of LLC in the light of amendments made to the law

Attention! Amendments have been made!
On March 12, 2018, the President of Ukraine has finally signed the Law of Ukraine “On Limited and Additional Liability Companies”, the law introduces amendments to certain rules for registration of the Companies.
As noted earlier, at the time of the first registration it was not necessary to apply to the notary; the requirement to notarize minutes and the charter applied only to making changes to the legal entity.
From now on, according to Part 2 of Article 11 of the Law, the first version of the company’s charter shall be signed by all members of the company and the authenticity of the members’ signatures shall be certified by a notary.
I can not assert that this change is positive, because the founder, who has not started the business yet, already has to invest in its starting.
However, there are also positive aspects of this Law, for example much less information is required to be included in the charter of the company. At the date of the law, the charter must contain information on:
– Full and abbreviated (if available) name of the company;
– Management bodies of the company, their competence, the decision-making procedure;
– The procedure for entering and withdrawal from the company.
Also, the concepts of the Corporate Agreement and the irrevocable power of attorney were introduced. The previously absent, Corporate Agreement, now, under Article 7 of the Law is a non-refundable agreement under which the members of the company are obligated to exercise, or refrain from exercising their rights and powers in a certain way, ,is done in writing. The corporate agreement that does not meet these requirements is null and void. Concerning the power of attorney, it is issued in order to perform or enforce the performance of the obligations of the members as parties to the corporate agreement, the subject of which are the rights to a share in the share capital or the powers of the members; the principal may indicate that the power of attorney can not be revoked before its expiration date without the consent of the agent, or can be revoked only in cases provided for in the power of attorney.
Changes were also made to the preemptive right of a company member and his withdrawal. From now on, if a member intends to sell his share to a third party, he must notify other members of the company of the price and the size of the share to be sold, as well as other terms of such sale. If, within 30 days from the date of receipt of the said notice, none of the members of the company does not notify the member that sells the share, the consent to sale is deemed to be given upon the 31st day. Another significant change: if the member’s share is less than 50%, such a member may withdraw from the company at any time without the consent of other members; however, if the share is 50% or more, such a member may withdraw from the company with the consent of other members.
One more positive change is the member’s right to take part in the meeting in absentia by submitting a notarized his / her expression of intention to vote.
The given Law enters into force on 17.06.2018 and during a year after enactment the companies are exempted from administrative fees for making their constituent documents in line with its requirements.

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