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Publication date: 26.02.2024
I am studying in the third year of the State University of Economics and Technology.I specialize in contractual, economic and corporate law, in particular, I provide consultations and write articles.
Recently, the topic of combating raiding has become more and more relevant, and against this background, businesses are introducing more and more new tools that would help better monitor the volume of shares, form a corporate structure, and many other aspects. Not so long ago, changes were made to the current legislation, which provide for a qualitatively new safeguard against raiding, namely the management of the accounting system of LLC or Superadded liability company shares by the Central Depository. According to Art. 9 of the Law "On the depository system in Ukraine" The central depository should be considered a legal entity operating in the form of a joint-stock company, the shareholders of which can be both the NBU and central depositories of other countries and international financial institutions. The main purpose of implementing this anti-raiding tool is the possibility of tracking the acquisition and termination of rights to shares.
Peculiarities of accounting for LLC shares, Superadded liability company by the Central Depository:
First of all, it is worth noting the advantages of such accounting, namely: the accounting will reflect information about the owners of shares, restrictions on their circulation, and about persons who have rights in relation to them (mortgagors, managers, etc.); will provide the possibility of using electronic communications for concluding contracts regarding company shares; payment of dividends through the accounting system will also become available; company members will be able to hold general meetings in electronic format through the accounting system, as well as the opportunity to open an escrow account for shares. The acquisition or termination of the right to a share will be recorded by the depositary in the share accounting system. Termination of accounting can be implemented on one's own initiative by making a corresponding decision at a general meeting, or in the case of termination of the agreement on the accounting of shares concluded by the company with the Central Depository (the exception is cases of conditional storage agreements in the system, on which the company's shares are recorded) . Therefore, keeping records of shares opens up the following opportunities for business: protection of ownership rights to shares, digitalization in the field of organization and holding of general meetings, as well as ensuring the fulfillment of obligations regarding company shares.
The procedure for implementing the anti-raiding tool:
1. The first step is to make a decision on accounting for shares of LLC or Superadded liability company in the relevant accounting system. This decision is made at the general meeting by unanimous decision of all participants for all shares. If the company's charter does not provide for the possibility of keeping records in the system, then during the general meeting it is worth raising the issue of making changes to the founding document. The results of the meetings are recorded in the corresponding protocol.
2. If the decision has already been made, then it is necessary to conclude an agreement with the Central Depository. Along with this, the depository is also provided with the following package of documents: a copy of the minutes of meetings, an order to transfer the accounting of shares to the appropriate system, a questionnaire about an LLC or Superadded liability company account, a copy of the founding document, a power of attorney of the account manager, etc.
3. The Central Depository, having received all the above-mentioned documents and the contract, applies to the Ministry of Justice with a corresponding application within 3 days. The beginning of accounting in the system should be considered the moment of entering information about it into the EDR. After receiving an extract from the register, the Central Depository opens accounts and credits the shares of the company to them.
Legal services for business:
Since the emergence of raiding is an extremely negative factor that can lead to the termination of business activity, loss of reputation, the implementation of tools to combat it should be at a sufficiently high level, and a lawyer for business will ensure this. A business lawyer will help prevent the occurrence of raiding, and if its manifestations are already present, then by all possible means, including legal ones, to achieve the preservation of the company. Therefore, legal protection of business in matters of combating raiding is of exceptional importance, because it will be about the possibility of further development and efficiency of business.
