Publication date: 22.05.2024
lawyer, 23 years of experience in enforcement.
Making additional contributions to the authorized capital by the participants of the LLC
According to the provisions of Part 1 of Art. 18 of the Law of Ukraine "On Limited and Additional Liability Companies" dated February 6, 2018 No. 2275-VIII, the company's members may increase the company's authorized capital at the expense of additional contributions from members and/or third parties by decision of the general meeting of members.
At the same time, each participant has a preferential right to make an additional contribution within the amount of the increase in the authorized capital in proportion to his share in the authorized capital. Third parties, respectively, can make contributions after each participant exercises his preferential right or refuses to exercise such a right.
In accordance with Part 4 of Art. 18 of Law No. 2275-VIII, the contribution of a company participant can be money, securities and other property. Therefore, additional contributions can also be made in kind.
In such a case, the monetary value of such non-monetary contribution is additionally approved by a unanimous decision of the general meeting of participants, in which all members of the company participated.
According to part 5 of Art. 18 of Law No. 2275-VIII, members of the company may make additional contributions during the period established by the decision of the general meeting of members, but no longer than within 1 year from the date of adoption of the decision to attract additional contributions. A third person can make an additional contribution within 6 months after the expiration of the above-mentioned period, if a decision of the general meeting of participants does not establish a shorter period.
The articles of association or a unanimous decision of the general meeting of participants, in which all members of the company participated, may establish other terms for making additional contributions, may establish the possibility of participants to make additional contributions without observing the proportions of their shares in the authorized capital, or the right of only certain participants to make additional contributions, and the stage of making additional contributions only by those members of the company who have a preferential right may also be excluded.
Part of the 8th Art. 18 of Law No. 2275-VIII provides for the possibility of concluding an agreement on making an additional contribution, under which the participant and/or a third party undertakes to make an additional contribution in monetary or non-monetary form, and the company - to increase the size of its share in the authorized capital or to accept into the company with the corresponding share in the authorized capital.
According to Part 9 of Art. 18 of Law No. 2275-VIII within 1 month from the date of expiry of the period for making additional contributions, established in accordance with this article, the general meeting of the members of the company makes a decision on approving the results of making additional contributions, approving the size of the shares of the members of the company and their nominal value, taking into account the actual contributions additional contributions, approval of the increased size of the authorized capital of the company.
If additional contributions are not made by a company member and/or a third party with whom an agreement on making an additional contribution has been concluded, in full and on time, such agreement is considered terminated, if the size of the share of such a member or third party is not approved by the decision of the general meeting of participants based on of the additional contribution actually made by him.
In accordance with Part 5 of Art. 17 of the Law of Ukraine "On State Registration of Legal Entities, Individual Entrepreneurs and Public Organizations" dated 15.05.2003 No. 755-IV, the specified decision together with the relevant application and the necessary package of documents is submitted to the state registrar and is the basis for making changes to the information in the EDR regarding the new size of the authorized capital of the company and changes in information about participants.
It is worth paying attention to the fact that the state registrar is not authorized to verify the actual deposit of funds into the company's account and does not require the submission of payment orders for confirmation. The specified operation to increase the authorized capital will be reflected only in the accounting data of the company.
In accordance with Clause 1, Part 1, Art. 26 of Law No. 755-IV, the deadline for considering documents and carrying out registration actions is 24 hours after receipt of the relevant documents.
If there are no grounds for stopping the consideration of documents submitted for state registration (Article 27 of Law No. 755-IV) and grounds for refusing state registration (Article 28 of Law No. 755-IV), then the state registrar makes appropriate changes to the EDR.
The grounds for refusal to carry out registration actions are enshrined in Art. 28 of Law No. 755-IV.
According to part 4 of Art. 25 of Law No. 755-IV on the day of state registration of changes to information in the Unified State Register related to changes in the size of participants' shares, the subject of state registration must issue (send by mail with a description of the attachment) an extract from the Unified State Register to the applicant, the company , to persons who were listed in this register as members of the company before the registration action was taken, and to persons who were listed in this register as members of the company after the registration action was taken.
The procedure for appealing the procedure of registration actions is established by Chapter V of the Law of Ukraine "On State Registration of Legal Entities, Individual Entrepreneurs and Public Organizations".
Legal service "Consultant" will provide professional legal services for business services. Lawyers and lawyers will provide qualified legal support for business, as well as provide assistance in the contract preparation or the preparation of a contract for making additional contributions to the authorized capital by the participants of the LLC, counterparty verification, etc.
