Withdrawal from a Ukrainian LLC: Participant’s Application, Registration and Share Payout

A participant’s withdrawal from a Ukrainian LLC involves three steps: determining whether the other participants’ consent is required, having the withdrawal application notarised, and registering the withdrawal in the Unified State Register (USR). The person ceases to be a participant on the registration date. However, that does not complete the settlement for their share: the LLC must pay its value separately, after the withdrawal.

An LLC participant is often called a founder, which is why people commonly search for how to withdraw as a founder of an LLC. Legally, a founder is someone who established the company, while a participant is anyone who currently holds a share. This article concerns participants, regardless of what they are called. Below, we explain the process of withdrawing from an LLC step by step, from the application to payment for the share.

The procedure described here applies to an ordinary LLC whose participants are recorded in the USR. If shares are recorded through the Central Securities Depository system, the applicable special procedure must be checked.

This article reflects Ukrainian legislation as of 26 October 2026.

Withdrawal, Sale of a Share or Exclusion

A participant withdraws from an LLC when they decide to leave and the LLC pays for their share. If the share is sold instead, the buyer pays. A participant may be excluded only on grounds expressly provided by law; exclusion is not a way to get rid of an inconvenient business partner. For more detail on choosing between these options, see our article on the difference between withdrawing from an LLC and selling a share.

Procedure for Withdrawal of a Participant from an LLC: How the Size of the Share Affects It

The withdrawal rules depend on the size of the participant’s share, as provided in Article 24 of the Law of Ukraine “On Limited and Additional Liability Companies”:

• If your share is less than 50%, you may withdraw without the consent of the other participants.
• If your share is 50% or more, the other participants’ consent is generally required. However, the LLC’s charter may allow you to withdraw without that consent. Do not assume that you cannot withdraw independently with a share of this size until you have reviewed the charter.
• You cannot withdraw if doing so would leave the LLC with no participants. A sole participant cannot simply submit an application and leave the company without an owner.

For example, if an LLC has three participants holding 40%, 30%, and 30%, any one of them can withdraw without asking the others. But if two partners each hold 50%, each needs the other’s consent to withdraw, unless the charter permits withdrawal without it.

Start by checking two things: the size of your share as recorded in the USR and the provisions of the charter. A share of exactly 50% already falls within the category for which consent is generally required. Also bear in mind that the shares the partners agreed on in the past may not match the register.

If consent is required, the other participants have one month from the date you submit your request to provide it, unless the charter specifies a different period. Once the last required participant has given consent, you have one month to withdraw, unless the consent itself specifies a shorter period. No response means no consent.

Application for Withdrawal from an LLC: How to Draw It Up and When a Notary Is Needed

The application must clearly state that you are withdrawing from the specific LLC concerned. Include your identifying information, the company’s name and EDRPOU code, and details of your share. Make clear that this is a withdrawal: the application should not read as a sale, a gift of the share, or a waiver of payment.

In most cases, notarisation is necessary. The signature on the withdrawal application must be notarised, as must the signatures on the other participants’ consent if their consent is required. A notary is unnecessary only when the documents are created online through Diia or the electronic services portal and signed using a high-assurance electronic identification method. If the withdrawing participant is a legal entity, it must also adopt an internal decision to withdraw, and the authority of the person signing the application on its behalf must be verified.

If the participant is abroad, decide in advance whether to execute the document at a Ukrainian consulate or before a foreign notary. For a document issued abroad, first determine whether an international treaty applies between Ukraine and the country concerned, and then whether an apostille or legalisation and a translation are required. If a representative submits the documents, check that the power of attorney expressly authorises both their submission and the signing of the withdrawal application: a general authorisation to “perform all actions” may not be sufficient.

Documents for Registration and the Moment of Withdrawal

The required documents are specified in Part 5 of Article 17 of Law No. 755-IV on state registration. For the standard withdrawal of an individual participant, you will need:

• an application for state registration of changes to the information on the legal entity;
• proof of payment of the administrative fee;
• a properly executed participant’s withdrawal application;
• the other participants’ consent, if required by law and the charter;
• the company’s ownership structure, using the form approved by the Ministry of Justice;
• evidence of the representative’s authority, if a representative submits the application package, and documents identifying the applicant. Additional documents depend on whether the withdrawing participant is an individual or a company and what other changes are being registered at the same time. You should also check whether the withdrawal changes information about the ultimate beneficial owners. If it does, update that information in the same registration application.

Minutes of a general meeting concerning a participant’s withdrawal are not always necessary. A general meeting resolution is required in two situations: when the withdrawal is accompanied by a change in the amount of charter capital or the other participants’ shares, and when consent to the withdrawal of a participant holding 50% or more is granted by a general meeting resolution. The signatures of the participants who voted for that resolution must be notarised (Part 5 of Article 17 of Law No. 755-IV).

The withdrawal application alone, even when notarised, does not make you a former participant. Your withdrawal takes effect on the date it is registered. After registration, check the USR entry and notify the LLC in a way that allows you to prove receipt. This makes it easier to establish the date from which the settlement deadlines run.

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What Happens to the Share and What the LLC Must Do

Your share does not automatically transfer to another partner, and no new participant joins the LLC. When the withdrawal is registered, the charter capital is reduced by the amount of your share (Article 25 of Law No. 755-IV). The remaining participants should therefore verify the new charter capital and shares in the USR.

Once the LLC learns of the withdrawal, it calculates the value of your share, provides you with the calculation and supporting documents, and arranges payment. If the withdrawal requires changes to the charter or information about the owners, the relevant documents must be updated.

There is another important point for the withdrawing participant: withdrawal does not release you from personal obligations. If you guaranteed the LLC’s debts, failed to fulfil an obligation, or remain liable for earlier actions on an independent legal basis, that liability continues after your withdrawal.

Payment of the Share Value, Withdrawal Without Payment and Settlement in Kind

The share is valued as of the day before the documents are submitted to register the withdrawal. The calculation starts with the combined market value of all shares in the LLC and determines the portion attributable to your share. Payment is made only for the paid-up portion. As a result, the amount payable does not necessarily equal the nominal value of your share in the charter capital. For example, suppose you hold 20%, its nominal value is UAH 10,000, and the market value of all shares in the company is UAH 2 million. If your contribution has been paid in full and the charter does not establish different rules, your payment would be 20% of UAH 2 million, or UAH 400,000, rather than UAH 10,000.

Within 30 days after the LLC learned, or should have learned, of your withdrawal, it must inform you of the value of your share and provide a calculation with copies of the supporting documents. It must make the payment within one year from that same date. The charter may specify a different payment period, procedure, or valuation method, so read it before preparing your withdrawal application.

Withdrawing without payment and receiving nothing because a share has no value are two different situations. If you knowingly waive payment, you must legally document exactly what you are waiving and how. If the share has no value, the calculation must establish that fact. Simply writing “I have no claims” in the application does not resolve the issue: first determine what payment you would be giving up.

A participant may also withdraw and be paid in kind: if you and the company have agreed, you receive property instead of money. You must then identify what is being transferred and its value, check whether it is subject to any pledges or seizures, determine what documents are required and, for real estate, transfer ownership to you.

Taxation is a separate issue. When an individual participant withdraws, the amount received in excess of the participant’s own contribution to charter capital is subject to 18% personal income tax and a 5% military levy. That excess constitutes investment income (subparagraph 170.2.2 of Article 170, paragraph 167.1 of Article 167, and paragraph 16-1 of Subsection 10 of Section XX of the Tax Code of Ukraine). Receiving property instead of cash does not eliminate the tax liability.

Complex Situations from Our Practice

Participants of LLCs with a 50/50 share split have approached us when the other partner could not be reached. In such cases, the first task was to establish which option was available: withdrawal or sale of the share. We discussed these circumstances in our article about withdrawing from a problem company. We now also always check whether the charter permits withdrawal without consent. A supposed “general meeting resolution” cannot be prepared when no meeting took place merely because the other partner remains silent.

If you hold 50% or more, the charter does not permit withdrawal without consent, and the other participants refuse to consent, the remaining option is to sell or otherwise transfer the share to another participant or a third party (Article 21 of the Law on LLCs). The buyer, not the company, then makes the payment. Before entering into the transaction, check whether the charter requires consent to the sale and whether the other participants have a pre-emptive right to purchase the share first (Article 20 of the Law on LLCs).

In another matter, an LLC wanted to transfer a land plot to one of its founders. We compared the available legal options and selected the following approach: the participant requested that the company settle the value of their share by transferring that land plot. This example from our practice shows why the settlement method must be agreed alongside the property documentation. The tax solution that worked in that matter does not mean a tax benefit for every subsequent withdrawal.

A participant being abroad does not, by itself, prevent the documents from being processed. In a case involving a change of foreign owner, we prepared documents and arranged representation for parties who did not travel to Ukraine. That matter involved a sale of the share rather than a withdrawal application, so the remote ownership transfer serves specifically as an example of how to prepare foreign documents in advance.

If the participant also serves as the company’s director, withdrawing as a participant does not automatically terminate their position. The decision to change directors, termination of employment, handover of documents, and registration updates must be addressed separately. Otherwise, a person may no longer hold a share in the LLC but still be listed as its director in the USR.

What We Do and What We Need from the Client

The situations described above require the most advance preparation: a share of 50% or more, an unresponsive partner, a participant who is abroad or also serves as director, or a settlement in kind. In these circumstances, the withdrawal procedure, documents, and settlement terms should be planned before the application is submitted.

We review the charter and composition of participants, determine what consents are required, prepare the applications and registration documents, coordinate with the notary, and submit the documents. We agree separately on any assistance needed to calculate the share value, prepare documents for that calculation or transfer property. If a dispute with the LLC has already arisen, the scope of our work depends on the documents and the right that has been infringed.

To get started, we need the company’s EDRPOU code, its charter, the size of the share, proof that the contribution has been paid, and the participant’s details. Please also tell us whether the participant is abroad, serves as director, has the other participants’ consent, and wants to receive cash, property, or simply withdraw on other agreed terms. To calculate the amount payable, we need financial documents, information on the LLC’s assets and debts, and the charter provisions governing payments. If any applications or notices have already been sent, provide copies and proof of receipt.

Cost and Timing of Our Work

The cost depends on the size of the share and the charter provisions, the number of consents needed, whether documents must be executed abroad, and whether payment is disputed. Our estimate itemises legal preparation, registration assistance, notarial expenses, the administrative fee, and, where applicable, property valuation or translation costs. The administrative fee for registering changes is 0.3 times the subsistence minimum for able-bodied persons established on 1 January of the year in which the documents are submitted, rounded to the nearest UAH 10 (Parts 1 and 5 of Article 36 of Law No. 755-IV).

We agree on the preparation timeline after receiving the documents. The state registrar completes registration of the withdrawal within 24 hours after receiving the documents, excluding weekends and public holidays (paragraph 1 of Part 1 of Article 26 of Law No. 755-IV). You cease to be a participant on the registration date (Part 5 of Article 24 of the Law on LLCs). The 24-hour period applies only to a complete, properly prepared application package. If the documents are left without consideration or registration is refused, the withdrawal will take longer. Consent from other participants, registration, and payment for the share have different timelines. Therefore, a promise of “withdrawal in one day” often refers only to registration and does not include payment for the share.

Are you planning to withdraw from an LLC and want to check the procedure and payment arrangements in advance? Submit an inquiry through our website or call us.

Learn more about the service on our “Changes to LLC Participants in Ukraine” page.