Company Act in Ukraine

Updated on Monday 02nd September 2013

The Ukrainian Commercial Code and the civil code are regulating all the business activities of the companies from Ukraine and were elaborated in accordance to the Constitution provisions.

The commercial code from Ukraine regulates the actions related to the commercial activities which occur in the process of registration, organization and performing economical activities. It also regulates the activities between legal entities and between legal entities and the other attendees from the commercial activity area.

According to the commercial code and the civil code, the legal entities are divided into partnerships and companies.

The partnerships may be general or limitedThe general partnerships are formed by at least two partners, fully liable for the company’s debts and income. All the partners have the same decisional power unlike the limited partnership where one (or more) of the partners is called general and have fully liability on the company’s debts and incomes and a silent partner, liable only in the limit of its contribution to the company’s capital. In a limited partnership, only the general partner may take the managerial decisions.

The companies may be limited liability, additional limited liability or joint stock companies (open or closed).

The capital of the Limited Liability Company and additional limited liability company is divided into parts and every member is receiving a part of it and it’s liable for the company’s debts only in the limit of that part. The members of the limited liability company are not personally liable for the company’s debts unlike the members of the additional limited liability company which are liable with their personal assets in case the company cannot pay its debts.

The joint stock company has the capital divided into shares, that are public transferable (in case of an open joint stock company) or transferable only among the members of the company (in case of a closed joint stock company).

A limited liability company from Ukraine cannot have more than 10 founders, if the number is exceeded the company must be transformed into a joint stock company.

Both joint stock companies and the limited liability companies must provide a minimum share capital, decided by the law in the day of registration.

All the companies are registered based on a company Charter and must provide all the necessary information to the Registration Office.

Here are the requested documents: the articles of association, the minute of the meeting when the decision was taken and a proof that the registration fee was paid. The joint stock companies must also register their shares at the State Commission on Securities and Stock Market. Also, there is certain kind of business which requires a license or a permit. An organization willing to perform certain kind of activities must receive this before company registration.

The law also stipulates that the shares of a joint stock company may be in documentary or electronically form and must have nominal value.

The major decisions of the companies are taken by the general meeting of the members. A limited liability company has a board of directors appointed by the meeting of participants. The joint stock companies are managed by the general meeting, the supervisory board and the management board.

The main objectives of the regulations from the Commercial Code and the Civil Code are to develop the business entities and the entrepreneurship and their economical activities and to obtain as a result a growth of public production efficiency.

Partners: Lawyers UkraineFirmengründung in UkraineРегистрация компании Украина

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