Our lawyers assisted a client during purchase of shelf company with security license in Ukraine

At the beginning of June 2018 our firm was contacted by a Сlient who wanted to buy a firm with private security license in Ukraine. After clarifying details regarding the type of company he needed, whether he wanted a VAT or a non-VAT registered one, what district of Kyiv he wanted it to be registered. We offered several options. Of these, the Client chose a company, the name of which he most liked. After paying the cost of the company and our services for its re-registration, we agreed with the Client the time of the meeting with a notary for signing documents. The Client requested to send him an email draft of the charter and other documents that he will have to sign with a notary. Such a procedure is necessary so that the time for notarization of documents is as short as possible.

On the following day, the Client returned to us the documents with their corrections, including to the charter. In particular, he wanted to give more authority to the director, so that he would not have to convene a general meeting of participants each time on certain issues. However, our lawyers explained to him that the issues that fall within the exclusive competence of the general meeting of participants were approved at the legislative level and the director would still not be able to solve those issues that only the general meeting would consider. After reviewing other changes from the Client, our lawyers also worked on them and proposed a compromise. However, we left the changes that were not regulated by law, guided by paragraph 6 of article 11 of the Law of Ukraine "On limited and additional liability companies."

At the scheduled time, the owners of the company, the corporate rights to which had been sold, and the Client arrived at a notary’s office, where a contract for the purchase and sale of parts in the authorized capital of this company was signed, a new revision of the charter and minutes of the general meeting were certified, and a stamp was handed over in accordance with the transfer acceptance certificate , accounting and other documents for this company.

On the following day, our lawyers submitted documents to the state registrar for registering changes in the Unified State Register of Enterprises and Organizations. And within twenty-four hours, information about the new director and the new member, that is, our Client, appeared in the electronic database of the Unified State Register. Not taking into account the fact that the electronic version of the extract with the name of the new director could be downloaded free of charge from the website of the Ministry of Justice of Ukraine, the Client instructed us to receive an extract for him with the stamp of the state registrar, which we did later on. On this, the re-registration of the company was completed.

By agreement with the Client, we informed the Ministry of Internal Affairs of Ukraine about the changes that had taken place in the documents of the security company.

This case demonstrates that the participation of a lawyer in purchase and sale agreements of companies is important from the point of view of compliance with all legal norms, which in the future will prevent situations that could negatively affect the terms of re-registration of the company and the start of business.

If you are interested in buying a company with a security license, you can get in touch with our lawyers for detailed information.

Publication date: 04/07/2018

About author

Name: Marina Losenko

Position: Associate

Education: National Aviation University

Knowledge of languages: Russian, Ukrainian

Email: [email protected]

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