Helped to register changes related to replacement of NGO's management

In April of 2017, our company was contacted by our regular Client, an all-Ukrainian non-governmental organization, that had to register changes in its management authority. According to the Client, the Chairman of the Board of the organization actually resigned at the end of December of 2016, and the general meeting has not been held so far. The Client wanted to know how to register the dismissal of the Chairman of the Board of the organization under the date of December 31, 2016 and when to appoint a new Chairman of the Board.

First of all, we explained to the Client that according to Article 38 of the Labor Code of Ukraine, an employee has the right to terminate the employment agreement at his/her own discretion with prior written notification of the employer. However, the only reason for entering information about the change of the head of the organization in the Unified State Register is the decision of the management authority of the organization. In case of our Client, as well as in case of the most of organizations, such authority is the general meeting. Even if the head of the organization (in our case - the Chairman of the Board) resigns at his/her own discretion, his application should be considered by the general meeting, which shall be convened by the Board one month before the date held, and the meeting participants shall be informed of the agenda.

In addition, pursuant to part 12 of Article 9 of the Law of Ukraine “On Non-Governmental Associations”, the organization must report on changes in the management authorities within 60 days after the relevant decision is made. That is, even if the general meeting is held retroactively and all the members of the organization agree to this, it won’t be possible to register the dismissal of the Chairman of the Board under the date of December 31, 2016. Another equally pertinent issue is who has been signing the official documents of the organization throughout this period.

Therefore, we advised the Client to do everything strictly in accordance with the requirements of the law in order to avoid potential questions from the state authorities or internal misunderstandings in the future. We also offered him our assistance in the organization of the general meeting, including the development of minutes of the meeting and registration of the full package of documents to be submitted to the authorities of the Ministry of Justice of Ukraine. And the Client agreed to our proposal.

After the Client signed all the documents developed by the lawyers of our company, the changes were successfully registered with the Ministry of Justice of Ukraine and entered into the Unified State Register. The Client was pleased that our company helped him to address the backlog issues.

If you need to register any changes in the non-governmental organization, you can learn more about the related service here.

Our company can also assist you in bringing the constituent documents of your organization in accordance with the requirements of the Resolution of the Cabinet of Ministers of Ukraine No. 440.

Publication date: 17/07/2017

About author

Name: Marina Losenko

Position: Associate

Education: National Aviation University

Knowledge of languages: Russian, Ukrainian

Email: [email protected]

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