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Publication date: 20.05.2024
lawyer, 23 years of experience in enforcement.
The procedure for registering a limited or additional liability company
According to the provisions of Article 10 of the Law of Ukraine "On Limited and Additional Liability Companies" dated February 6, 2018 No. 2275-VIII, the creation of a company begins with a meeting of the founders, who after its creation acquire the status of participants. The norms of the same article establish the possibility for participants to conclude an agreement on the creation of a partnership in writing in order to determine the relationship between them.
According to Art. 11 of Law No. 2275-VIII, the founding document of the company is the charter, and it is determined that the first edition of the company's charter is signed by all members of the company. The authenticity of the participants' signatures is notarized.
The company's charter contains information about:
- full and abbreviated (if available) name of the company;
- management bodies of the company, their competence, their decision-making procedure;
- the procedure for joining and leaving the company;
- accounting of company shares in the accounting system of shares of limited liability companies and companies with additional liability maintained by the Central Securities Depository (hereinafter - the accounting system of shares).
The articles of association may contain other information that does not contradict the law.
The procedure for registration of legal entities, natural persons - entrepreneurs and public formations is determined by the Law of Ukraine "On State Registration of Legal Entities, Natural Persons - Entrepreneurs and Public Formations" dated May 15, 2003 No. 755-IV. Article 17 of Law No. 755-IV defines an exclusive list of documents submitted for registration. The term of consideration of documents submitted for state registration is 24 hours.
Article 13 of Law No. 755-IV stipulates that the Technical Administrator of the Unified State Register ensures the transfer to the information systems of the tax service, the Pension Fund, statistical authorities and others on the day of the registration action.
In accordance with Article 25 of Law No. 755-IV, the registration action is carried out in the absence of grounds for refusal of state registration by making an entry in the Unified State Register.
Article 28 of Law No. 755-IV defines an exclusive list of grounds for refusal of state registration. Refusal of state registration on grounds not provided for in Art. 28 of Law No. 755-IV is not allowed.
Item 10 part 2 of Art. 25 of Law No. 755-IV stipulates that, at the request of the applicant, he is provided with an extract from the Unified State Register in paper form based on the results of the registration action (in the case of submitting an application for state registration in paper form).
The Procedure for providing information from the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations is approved by the relevant Order of the Ministry of Justice of Ukraine dated 05.05.2023 No. 1692/5.
It is worth noting that decisions, actions or inaction of the state registrar, subject of state registration can be appealed to the Ministry of Justice of Ukraine, its territorial bodies or to the court.
The deadline for appealing the registrar's decisions, actions or inaction to the Ministry of Justice of Ukraine is 2 months from the day when the person learned or could have learned about the violation of his rights, but no later than one year from the date of the relevant decision, action or inaction.
The procedure for appealing decisions, actions or inaction in the field of state registration is defined in Art. 34 No. 755-IV, as well as the relevant Procedure approved by Resolution No. 1128 of the Cabinet of Ministers of Ukraine dated December 25, 2015.
Specialists of the Legal Service "Consultant" will help you prepare documents and quickly and efficiently resolve such issues as changing the change of KVED ( addition of KVED the removal of KVED ), change of address of a legal entity, business registration. change of authorized capital of a legal entity, LLC registration, changing the director of a legal entity, changing the statutory capital LLC, etc.
