How to change the founders of a non-profit organization?

Our company provides a wide range of services, including the registration of various types of non-profit organizations and introduction of amendments to the information about them. We often hear the question, “How to change the founder of a non-profit organization?”.

The fact is that the concept of a non-profit organization is quite broad. According to the Ukrainian legislation, there are eighteen main types of non-commercial (or non-profit) organizations. They include:

  • public associations (public organizations and public unions)
  • charities and religious organizations;
  • dacha, horticultural and garage building cooperatives;
  • trade unions;
  • associations of co-owners of apartment buildings, etc.

The activity of each type of non-commercial (non-profit) organization is regulated by a separate relevant law, and therefore the procedure for changing the founders/members of these organizations is different.

Today, we will elaborate on the ways of changing the members (founders) of certain types of non-profit organizations.

Related article: Profitable Activities Of Non-Profit Organizations: Is It Possible And Under What Conditions?

How to change the founders (members) of the charitable foundation?

Let’s, for example, consider the change of founding members in such type of non-profit organization as a charity foundation.

The term “founders” means persons who directly participated in the establishment of a legal entity. Then the founders automatically become participants, members, etc. 

After the state registration of a legal entity, no one can be added as a founder of the organization.

The Unified State Register contains the column “List of founders (members) of the legal entity”. And it does not indicate who was the founder originally, and who joined the organization later.

Related article: Charitable Foundation: How To Set Up? Our Experience in Ivano-Frankivsk Region

So, the founders became members after the state registration, and it is quite easy to change the members of a charitable organization. The procedure of withdrawal and admission of new members usually consists of the following steps:

  1. Members willing to leave the charitable organization make an application addressed to the general meeting. The signature on the application shall be certified by a notary.
  2. Persons willing to join the organization prepare an application addressed to the general meeting, but there is no need to notarize it;
  3. The next step involves drawing up minutes of the general meeting, where the respective applications are considered, and decisions on the withdrawal/admission of persons as members of the charitable organization are made;
  4. The new version of the charter shall be certified by new members. There is also no need to certify their signatures by a notary;
  5. The minutes, the new version of the charter and relevant applications for joining and/or withdrawing from the organization are submitted to the state registrar.

Is it possible to continue working with the new composition after the registration of the change of founders?

Yes, but it should be remembered that organizations with a non-profit status should notify the tax authorities about any changes in their constituent documents.

Therefore, it is necessary to submit a copy of the new version of the charter to the tax authorities within the next ten days. They will make their decision on  re-registration of a non-profit organization or exclusion of the organization from the register based on the submitted documents.

Depending on the information specified in the new version of the charter, your organization may receive or be refused the status of a non-profit organization. If your documents are left without consideration or your organization is refused from being re-registered, you will need to amend the charter and register it with the state registrar once again.

Therefore, save your money and time and apply for legal assistance at the stage of making any changes.

Related article: How To Set Up A Non-Governmental Organization? Most Frequently Asked Questions Concerning The Existence of NGOs In Ukraine

How to change the founding members of non-governmental organizations?

The law does not establish the procedure for changing the founding members of non-governmental organizations.

State registrars of the Ministry of Justice interpret this fact in such a way that it is impossible to change the founding members of non-governmental organizations. They say that the functions of founders shall be terminated upon the establishment of a non-governmental organization or association, and following the state registration of the association such founders shall automatically become the members of the organization.

However, the faсt that the procedure for changing the founders is not stipulated by the law does not mean that it is illegal or impossible to do it. We have repeatedly ensured the withdrawal of a person from the founding members of a non-governmental organization.

In order to exclude a founder from a non-governmental organization, a person willing to withdraw from the list of the organization’s founders shall provide a relevant application certified by a notary. You can learn more about this issue from our publication on the related case from our practice here.

Of course, each case has to be considered individually. The complexity of the procedure depends on the type of a non-profit organization and many other factors.

So, if you want to change the founding members of your non-profit organization or get advice on this matter, don’t hesitate to call us!

We are ready to help you!

Contact us by mail [email protected], by phone number +38 044 499 47 99or by filling out the form:

Publication date: 14/01/2020

About author

Name: Marina Losenko

Position: Associate

Education: National Aviation University

Knowledge of languages: Russian, Ukrainian

Email: [email protected]

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Marina Losenko
Maksym Postyka
Head of Client Managers Department
Karina Kuzminskaya
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