Publication date: 30.05.2024
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.
Usually, a business partnership means the pooling of capital of several founders and their further joint activities. A business partnership is a form of commercial organization that is used to carry out business activities. This form of business allows a group of persons (participants) to unite for joint realization of business interests. At the same time, the legislation of Ukraine does not exclude the possibility of creation of a company by one person, namely LLC, TDV and JSC. A sole proprietorship determines certain features related to both the creation procedure and the subsequent activities and management of the company.
Peculiarities of creation of LLC, VAT by one person:
1. Management of the company: LLCs and TDVs with one participant are subject to a special decision-making procedure, especially regarding issues that fall within the competence of general meetings of participants. Usually, when the LLC, TDV has only one member, this member has the right to make decisions on matters that would normally be referred to the general meeting of members. Such decisions are often made individually by the participant and formalized in a written decision. The decision-making procedure can be determined by the statute of the LLC, the TWD or the legislation. Usually, such decisions must be documented, for example, by signing a written decision by a member of the LLC and keeping it in the company's statutory documentation and subject to notarization. Accordingly, all norms governing the issue of convening, holding, and decision-making by general meetings do not apply to LLCs, TDVs with one founder.
2. Authorized capital: All shares in the company belong to one person, who is the founder. This means that she has full control over the company and makes all decisions. Contributions to the authorized capital can be in the form of cash or other property.
3. Liability: A member of an LLC is liable for the company's obligations only within the limits of its contribution to the authorized capital. This means that if the LLC has financial difficulties and cannot pay its debts, creditors cannot go to the members' personal assets. In case of bankruptcy or liquidation of the LLC, the company's assets can be used to pay debts to creditors. If the company's property is insufficient to satisfy all obligations, the losses are covered exclusively at the expense of the company's property. Limited liability companies are enterprises where participants are responsible for the company's obligations not only with their contribution to the authorized capital, but also with their personal property. Thus, the founding documents of the TTV define the rules according to which the participants subsequently bear personal responsibility in an amount that is a multiple of the amount of the deposit.
Activities of a joint-stock company with one founder:
A joint-stock company with one shareholder takes place when it was created by one person, or in the course of activity, one shareholder purchased 100% of the company's shares.
1. Creation of a company. In the case of creation of a JSC, it is necessary to follow the algorithm of steps provided by the law, namely: decision on the establishment and issue of shares (the decision will be made by one person in writing and subject to notarization), then documents for registration of the issue of shares are submitted to the NKCPFR. the commission carries out registration and issues a temporary certificate, a contract is concluded with the Central Depository and an identification number is assigned to the shares, then the shares are placed and their full payment takes place, the result of the issue is approved and the state registration of the company is carried out, and the final step is a report on the results of the placement of shares, which must be submitted to the NCCPFR, where it is properly registered and as a result, the commission issues a certificate of registration of the issue of shares.
2. Company management. Since the general meeting is the highest governing body of the company, in the case of a sole proprietorship, one person will receive the competence of the general meeting. All issues that fall under the competence of the general meeting are resolved by one shareholder by making decisions that will take on written form and at the same time the status of the minutes of the general meeting. The election of the supervisory board, or the executive body, will be held without cumulative voting.
Legal services in creating a business partnership:
The lawyer help to conduct a legal analysis of the situation, decide on the documents and submit them to the registrar. The lawyer services are important because they will allow you to achieve the desired result while spending a minimum of time and effort. A lawyer consultation is necessary so that all steps in creating a business meet the requirements of the law and individual circumstances are taken into account.
