Marina Losenko
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MainStandardized proceduresRegistration services in Ukraine (Kyiv)AMENDMENTS TO THE ARTICLES OF INCORPORATION OF AN LLC, PRIVATE ENTERPRISE (PE)

AMENDMENTS TO THE ARTICLES OF INCORPORATION OF AN LLC, PRIVATE ENTERPRISE (PE)

AMENDMENTS TO THE ARTICLES OF INCORPORATION OF AN LLC, PRIVATE ENTERPRISE (PE)

What we do

  • perform the registration of changes of members, legal (registration) address, company name, amount of the authorized capital;
  • advise on whether it is reasonable and possibleto 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, incl. 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).

OUR FEES

The cost of services of changing information in the register
2500 UAH

The cost of the services does not depend on the number of changes in the company (whether it is change of membership, or also the location, company name, etc.).

 

The expenses for notarization of documents and official payments (state fees) are not included in the cost of our services.

 

The documents on the changes (articles of incorporation, minutes, act of acceptance-transfer of a stake in the authorized capital of LLC, etc.) can be certified by our notary.

 

Duration of registration of changes ranges from1 to 3 working days.

 

The calculation of the duration begins after the Client provides all the necessary signed documents.

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.

Successfully rendered services

Made a number of changes in company: founders, director, beneficial owner

Changes of founders, director and beneficial owner of LLC was supported by lawyers of our firm in October 2018.

Change of founders and management of the an LLC in October 2018

Provided full legal support regarding the change of membership and management of the LLC as a part of buy-out procedure in October 2018.

Supported the procedure for increasing authorized capital in September 2018

Our lawyers prepared a full set of documents and supported the procedure for increasing the authorized capital in public register.

Supported adding of the US citizen as a member of a Ukrainian enterprise (LLC) in August 2018

Our lawyers successfully supported the procedure of changing the membership of the LLC, by adding a citizen of the United States of America.

Change in the membership of the LLC in August of 2018

We have provided legal support for a foreign citizen, who wanted to join the membership of LLC

Change of founders and director of an LLC in July 2018

Provided legal support for procedure of changing the founders and director of a limited liability company in July 2018.

Legal assistance of change of an ownership structure in June, 2018

Our lawyers have assisted with replacement of director and shareholders as a part of buy-in project (a company with VAT payer status).

Legal assistance of change of the founders of the LLC in early June, 2018

We have provided legal services due to the change of founders of a private security firm with a location in Kyiv.

Changed an ownership structure and location of legal entity in May 2018

Provided legal support for the change of ownership structure of PE, registered in Kiev.

Assisted exit of LLC's members during the LLC liquidation in March-April of 2018

Our lawyers supported a complicated project in which an LLC's members decided to give up their membership after the liquidation procedures had been initiated.

Our experience of LLC's founder replacement in January 2018

Provided legal support of replacement of business's owners in the shortest terms.

Legal services of founders replacement performed in December 2017

Provided registration of replacement LLC founders in the state bodies.

Replacement of shareholders in September of 2017

Provided legal support for a procedure of replacement LLC shareholders in September of 2017.

Provided legal support of shareholders replacement in May of 2017

Drafted all the necessary documents and supported state registration of shareholders substitution resulting from business sale.

Provided support of shareholders replacement in April of 2017

Provided legal support of changes of company shareholders resulting from sale of corporate rights.

Legal services of shareholders replacement performed in February of 2017

Supported process or corporate buyout for a private security firm.

Our experience of LLC's founder replacement 02/2017

Provided legal support of replacement of founders and director of LLC in Donetsk region of Ukraine since the founders actually lived there.

Provided legal support of replacement of members of two LLCs in January of 2017

Provided legal support for sale of corporate rights and replacement of LLC members.

Provided legal support of replacement of members of two LLCs in December of 2016

Our lawyers helped owners of two LLCs to replece some of their cofounders.

WHY CHOOSE US

  • plus

    TIME SAVING

    After the final approval of the drafts of documents all you have to do is to choose the convenient time for you to visit our notary to certify the documents. Our lawyers will do all the rest.
  • plus

    OUR DOCUMENTS DO NOT RAISE THE QUESTIONS FROM THE STATE AUTHORITIES

    Registration of LLC / PE, incl. registration of changes in their articles of incorporation, is one of our firm’s major specializations since 2006. During this period, our lawyers have developed an operating procedure and boilerplate documents, regarding which no questions are raised by employees of state authorities.
  • plus

    WE CAN ACCELERATE THE TERM OF CHANGING UP TO ONE WORKDAY

    If required (agreed upon separately) we can reduce the term of changing in the database of the United State Register. The minimum possible term for changes completion is 1 working day.
  • plus

    A SOLID EXPERIENCE IN ADDING FOREIGN CITIZENS AND NON-RESIDENT COMPANIES AS MEMBERS

    Our firm has successfully undertaken such changes on a regular basis, therefore all features of the procedure have already been analyzed by the lawyers.

ANY QUESTIONS LEFT?

Our lawyers will advise you!

Ask a lawyer

DOCUMENTS FOR CHANGES

  • Business ID number;
  • Information on the subject of the changes
  • Scanned copies of required documents

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;

 

  • 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.

REFERENCES FROM OUR CLIENTS

Founder and Chief Editor M. Aristov , "Geoprofil" magazine

We would like to recommend this firm which provides legal services professionally and in a timely manner... More information

Director V. Kovernyk, LLC "Company "VNA"

We highly appreciate quality of your work in regard to minimization of legal risks for our business as well as your ability to deal with controversial situations arising from interaction with controlling authorities... More information

Director S. Astashev, LLC "Company "Biznes proekt"

Our experience of work with you in the field of litigation, tax consultations, registration of legal entities and others showed that you can be entrusted not only with ordinary projects but also with those that require creativeness in protection of interests... More information

Important to know

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.

ANSWERS TO FAQs

Can a foreigner be the single member in a Ukrainian company?
Yes, he or she can. The legislation of Ukraine does not enjoinfrom being the singlemember in several companies.
Can a person, who (company member) immediately increase his or her stake in the authorized capital of the company in order to increase the capital in general?
No, he or she cannot. First of all, you need to become a member of the LLC/PE, and then increase its authorized capital.
Can a stake be sold if the stakeholder did not fully or partially paid for it?
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.
Can a change of members, the head, company name, registration addressbe completed based on protocol (minites)?
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,thenperform all other changes.

SWIFT OBTAINMENT
AND BEST QUALITY PROVEN BY YEARS OF PRACTICE!

Volodymyr Gurlov, Managing partner

Volodymyr Gurlov, Managing partner

RELEVANT INFORMATION

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.

 


If requested by a Client the typical procedure for changing the membership can be modified to a more convenient one.

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.
The described typical procedure may be changed to a more suitable for a Client variant.

To receive any additional information and order “Change of legal entity members” contact our legal experts.


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