AMENDMENTS TO THE ARTICLES OF INCORPORATION OF AN LLC, PRIVATE ENTERPRISE (PE)
Cost of services
Reviews of our Clients
What we offer
- perform the registration of changes of members, legal (registration) address, company name, amount of the authorized capital;
- advise on whether it is reasonable and possiblet o make changes from the perspective of legal consequences of the changes of registration address (including difference between the legal address and actual address of the rented office), consequences of name change, requirements for the change of authorized capital;
- analyze the documents and information provided by the Client;
- draft the articles of incorporation, minutes and other necessary documents, have them approved by the Client;
- organize signing of documents, including a meeting with a notary when it is required;
- ensure the successful completion of relevant changes in the official state register of legal entities;
- receive confirmation of the changes completion (list of enclosures and registration certificate from the state register).
Documents for changes
Documents required for the registration of changes of members
In order to register the changes we need complete information about the legal entity which we receive from public sources based on the business registration ID number provided by the Client. We do not ask for different types of registration certificates that a legal entity in Ukraine may have, the number is enough.In order to form a request for the necessary information (preferably, documents containing the information), we agree with the Client on the subject of the changes, if necessary, we advise on all related issues.
We prefer to receive copies of the documents containing the necessary information for the changes from the Client, since we are responsible for the accuracy of the data in the documents drafted by us:articles of incorporations, registration cards etc.
Documents and information that must be provided by the Client:
- in case of changing the membership:
- scanned copies of passports and identification numbers of the new members (if new members are individuals);
- the United State Register code - if the new member is a legal entity registered in Ukraine;
- registration documents from the country of registration - if the new member is a foreign legal entity;
- notarized copies of a document on the right to inheritance and a death certificate of a member, whose share has passed to a person, who need to be included in the membership (in case of change in the membership due to the death of a member and acquisition of the right to his or her share by another person by inheritance).
- in case of changing the registration address:
- the new address of company's location;
- in case of changing of the legal entity’s name:
- the new company's name.
The cost of services depends on the number of changes in the company.
The changes registration time is 1-3 business days.
The service delivery time begins after the receipt of the complete package of documents signed by the Client.
The cost of our services does not include the notary fees and the official state fee.
We can ensure the certification of documents on changes (the charter, the protocol, the act of acceptance and transfer of a share in the LLC’s authorized capital etc.) by our notary.
Additional expenses:
- Notary services;
- legal address;
- a new (automatic) stamp, if necessary.
Over the years of cooperation with notaries we have developed a strategy with the help of which all changes are registeredafter the very first submission of documents. You do not have to re-sign the documents.
Why us
We are ready to help you!
Contact us by mail [email protected] or by filling out the form:Our successful projects
In accordance with the legislative requirements, the changes in the registration data of a legal entityenter into force only from the date of their official registration.
Peculiarities of the procedure for increasing share capital
Making changes in members and increasing share capital are different registration procedures. This can be explained by the fact that the purchase and sale of shares shall be formalized by the relevant agreement, after which an Act of Acceptance and Transfer of the Shares is made.
Ironically, according to the current legislation, the Act can be submitted to the state registrar even without the agreement. The share capital of the company shall be increased by the decision of the company’s members made at the general meeting. Thus, you can’t make changes in members and increase the share capital at the same time.
In order to answer the following two questions, let’s consider the procedure for increasing share capital by additional contributions.
This procedure is as follows:
- At the general meeting, the members shall make the decision on the intention to increase the share capital, the amount of the increase, as well as decide on members that should make the contribution to the share capital and the period of making contribution. According to the legislation, this period should not exceed one year from the date of the decision. At the same time, the law does not establish a minimum period for the members to make contributions. Therefore, nothing prevents members from making a decision that additional contributions should be made no later than three days after the decision is made;
- The actual additional contributions;
- No later than one month following the termination of the period established for making additional contributions, the general meeting must be held again to approve the results of the contributions and the new shares of the members. This means that the general meeting may meet the day after the above deadline. This is especially true if the company has only one member and no procedure for notifying other members of the planned meeting shall be followed.
Thus, the contribution shall be made within the period stipulated in the decision on the intention to increase the share capital. If the decision provides for a period of three days from the date of the decision, the contribution shall be made within these three days.
How to quickly increase share capital when buying a company? This procedure takes from a few days to up to a week after all the changes related to the registration of the company for new owners are made.
Please note that it is the last minutes (or the decision of the sole participant) that shall be submitted to the registrar for registration of the share capital increase. Therefore, it shall be drawn up on the special blank of notarial documents, and the signatures shall be certified by a notary.
Please note! Despite the fact that the first minutes (about the intention to increase the share capital) is not submitted to the registrar, it should also be drawn up on the special blank of notarial documents and the signature should be notarized. If the company has more than one members, this may protect against misunderstandings and temptations to alter the minutes retroactively.
Proof of origin of funds for contribution to the share capital of LLC
Some entrepreneurs in Ukraine are experiencing difficulties in depositing their share capital into bank accounts. This is due to the initial financial monitoring that banks and non-banking institutions use or have to use. If the amount of funds that you plan to contribute to the share capital exceeds UAH 400 thousand, the bank has the right to demand from you documents and information confirming the sources of funds.
If you fail to provide documents and information confirming the origin of the funds, the bank may stop (block) the financial transaction until the necessary documents are submitted.
One of our clients needed to contribute several million UAH in cash to the share capital. We advised the client on increasing the authorised capital of the LLC, but reminded him that the bank may need a document confirming the origin of the funds. As the client had a working Ukrainian Sole proprietorship whose income exceeded several million hryvnias, we were able to provide the bank with a bank statement with the relevant information.
However, in most cases LLC members will not have a Sole proprietorship to confirm the legitimacy of the origin of income. In such a situation, the following will be useful:
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loan or credit agreements;
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Contracts of alienation of immovable/real estate property;
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deeds of gift;
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inheritance of funds;
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filing a declaration of assets and income.
Of course, if you are planning to increase share capital by more than UAH 400 thousand and want to avoid problems with possible financial monitoring, we recommend that you consult a lawyer first.
Answers to frequently asked questions
Yes, he or she can. The legislation of Ukraine does not enjoinfrom being the singlemember in several companies.
No, he or she cannot. First of all, you need to become a member of the LLC/PE, and then increase its authorized capital.
In accordance with the law, a stake in the authorized capital of an enterprise can be sold only if it is fully paid. But in practice public registers do not check the fact of formation of the authorized capital. Furthermore, they do not have such powers.
Yes, all of the aforementioned actions can be undertaken based on a single protocol. Nevertheless, in practice such changes in LLC are undertaken in two actions by public registrars. For instance, first they change the membership of the LLC, then perform all other changes.
Procedure for registering amendments to the articles of incorporation of the LLC/PE
After the Client expresses his readiness to cooperate with our firm, we agree on the signing procedure, the method and timeframes of receiving information and copies of documents necessary for the drafting of documents for changes registration.
In order to draft new version of the articles of incorporation and other documents, we need to be provided with the above-listed documents.
The drafts of the prepared documents are sent to the Client for approval.
The Client can make his / her suggestions and corrections and return the documents to the lawyer in charge of the project. The professional checks the corrections / suggestions of the Client on compliance with the legislation (if the suggested provisions can be added or the middle ground needs to be reached). If inconsistencies with the law are not found, the lawyers make amendments and file the document taking into consideration the Client's suggestions.
If the Client does not have any suggestions / comments on the drafts of documents, our professional schedules a meeting with the notary for notarizing new version of the articles of incorporation and the minutes of the general meeting of the members. Other documents necessary for submitting to the public registers are signed simultaneously, but their notarization is not required by the legislation (for instance, contracts for the purchase and sale of share in authorized capital).
After completion of work on registration of amendments to the articles of incorporation, the Client receives:
- list of enclosuresissued by the local authorities that contains the code for downloading the electronic version of the articles of incorporation and company registration certificate from the website of the Ministry of Justice of Ukraine. If changing of the members was performedby a notary, the abovementionedlist of enclosuresis provided by the notary;
- company registration certificate from the USR with the signature and seal of the public registrar. If the changes concerned only the membership or the provisions of the articles of incorporation, which are not reflected in the USR, the registration certificate is not issued;
- the minutes of the general meeting of members, the signatures on which are notarized;
- a notarized act of acceptance-transfer of a stake or a part thereof in the authorized capital of LLC - in case of changing the membership of LLC through the purchase and sale of a stake / part of a stake in its authorized capital;
- contract on sale of a stake / part of a stake in authorized capital of LLC, PE - in case of changing the membership of LLC through the purchase and sale of a stake / part of a stake in its authorized capital;
- at the Client's request - a notarized paper version of the new version of the articles of incorporation of the LLC, PE.
For additional information and to retain our service "Amendments to the articles of incorporation in LLC/PE", contact office of our firm in Kiev.
If Client doesn't have marks then our specialist make an appointment at a notary office where the documents are certificated by a notary and other documents are signed (the ones which mustn't be notarized) for registration of LLC's members replacement.
After all work is done a Client will get:
- description of the documents which has a code for downloading digital version of the LLC's charter. If registration procedure is conducted by a notary then he issues a description;
- a protocol of general meeting, which is notarized;
- if a Client wishes then ha can get a notarized paper version of a new edition of the charter;
- notarized applications about exit of LLC and transferring corporative rights from old members and/or agreement about purchase and sale of shares.
To receive any additional information and order “Change of legal entity members” contact our legal experts.
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