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Registration of company, firm, Limited Liability Company in Ukraine

On the way of creating your own business you can face the problem of registration of the company that might seem complicated and confusing.

There is a question what organizational and legal form is better to choose starting business. Today the limited liability company (LLC) is considered to be one of the most popular forms for doing full-fledged business. There are such organizational and legal forms of legal entities as the joint-stock companies, additional liability companies, general partnership, limited partnership or production cooperative significantly less common in Ukraine.

In Ukraine residents and non-residents tend to choose such organizational and legal form as limited liability company, establishing an enterprise. The limited liability company is business entity founded by one or several persons, whose charter capital is divided into shares of certain founding documents. Law of Ukraine «On Business Companies», Commercial Code of Ukraine and Civil Code of Ukraine regulate the formation of LLC.

The participants of such company can be both individuals and legal persons. LLC can be created by one person, which becomes its only participant. The maximum number of participants of the limited liability company may reach 100 people. If you exceed this number (more than 100 people) LLC must be reorganized into a joint stock company within one year, and after this period, if the number of its participants is not reduced to the preset limit, - will be elimination of this company in the courts.

The charter capital of the Limited Liability Company

The charter capital of LLC consists of its members’ contributions. Securities, money, other things, property or other alienable rights, having monetary value, can be as contributions to charter capital. There are no restrictions on the minimum size of the charter capital; it can be even 1 hryvnia (UAH) under the current legislation. Moreover, the declared charter capital can be contributed within one fiscal year.

Charter is the founding document of the limited liability company. Charter is the most important document, as it governs working procedures, regulates mutual relations within the company and in collaboration with customers, partners and contractors.

Indicative list of issues that the charter of the limited liability company should contain:

  • members of the company;
  • the name and location of the company;
  • the legal status of the company;
  • objectives and subject of company activity;
  • foreign economic activity of the company;
  • rights and obligations of company members;
  • the charter capital and size of shares;
  • withdrawal procedure and entries’ order to the company;
  • property of the company;
  • financial and economic activity;
  • revenue sharing and compensation for damages;
  • management of the company;
  • control over the activity of the executive body;
  • work in the company, payments for the work, the staff of the company;
  • termination of the activities of the company;
  • making changes and additions to the charter;
  • signatures of members of the company.

Management system of the Limited Liability Company

The main body of the management system of the limited liability company is the General Meeting of members. Their decision is legally valid, if members (or members' representatives) holding in aggregate more than 50% of the vote who present at the meeting. The decision of the General Meeting is chaired by Director or Directorate who also manage the current activities of LLC. Supervision is exercised by the Board of Auditors.

The advantages of the Limited Liability Company are:

  • founders and participants may be both individuals and legal persons, citizens of Ukraine or foreigners;
  • size of the charter capital is not restricted;
  • easy management system of the company;
  • organizational and legal form of LLC is well legislatively settled;
  • members of the company are liable for its obligations within the limits of the contributions from them;
  • registration is possible with one participant.

Registration of Limited Liability Company

The main stage of the creation of the company is its registration. The legislation established that all companies are subject to obligatory state registration. State registration of the limited liability company involves entering of basic information about the company, established by regulations and laws into the Unified State Register (information about the organizational and legal form, legal and actual location, information about the founders and leaders, branch of activity etc.).

Several options of name should be prepared before registration and even better is to check the availability of this title in the registry. Problems may appear without giving sufficient attention to this immediately, if only because in case the company with the same name has already been registered, you have to prepare the package of documents again and pay for the notary services.

Previously, the legislation provided the possibility to reserve the name of the future legal entity. This is impossible at the moment. The name should be full and abbreviated in the Ukrainian language. Full and abbreviated name in Russian and English languages is also possible. The company name must contain the term «limited liability company».

It is necessary to determine the location of the enterprise, as a LLC registration is carried out by state registrars exclusively in the district state administrations at the legal address of a LLC (it may be: non-residential premises rented according to the agreement; the premises, located in a founder’s private property, as evidenced by the contract or certificate of ownership; place of residence (residence permit) of one of the founders).
The choice of types of economic activities

It is also important to choose the types of economic activity for the LLC that can be done according to the Classification of Types of Economic Activities (CTEA) 2010.

The mechanism of registration of LLC and the process of preparing of the necessary documents is regulated by law, namely the Law of Ukraine «On state registration of legal entities, individual entrepreneurs and public organizations».

Documents for registration the Limited Liability Company

Documents required for registration the LLC in Ukraine:

  • the application for state registration of legal entity;
  • founding document of the legal entity - in case of creation of a legal entity on the basis of its own founding document;
  • the decision or protocol on the establishment of LLC.

Application forms on the state registration approved by the Ministry of Justice of Ukraine. Order «On approval of the application forms in the sphere of state registration of legal entities individual entrepreneurs and public organizations» provides an opportunity to get acquainted and to fill it out the actual form of the required application.

Founders should sign the minutes of the meeting of participants and the charter, two copies of each document are needed: the first copy to the registrar, the second copy should be stored at the enterprise. The signatures of the founders on the charter are certified by notary. Despite the fact that the signatures of the founders on the charter are not necessarily certified by the notary, nevertheless by failing to do so problems might arise. Our legislators have not provided that the notary can certify correctness of copies of documents, issued by the individual, under condition of authentication of signatures on the original document. In other words, participant, director or other authorized person are able to certify the copy of the charter of the limited liability company after its state registration, the signatures of the participants in such Charter must still be certified by the notary or the notary refuses to certify copy of such document.

Signed by the founders order (power of attorney) is necessary in the case of registration by representatives which is to be notarial certification. Applicant makes his Ukrainian passport when submitting documents.

There is the list of requirements for registration documents required for state registration, for example:

  • the text of documents should be written in legible form (typewritten or handwritten in block letters);
  • documents should not contain erasures, crossed out words and other fixes, as well as spelling and arithmetic errors;
  • founding document of the legal entity is set out in written form, also stitched and numbered.

Mistakes made in filling the documents and filing an application for registration of LLC can significantly complicate not only application process, but also work of the future company, especially at the opening of a bank account.

Despite the fact that there exist written norms, requirements for the content and type of the above mentioned documents may vary depending on the city of Ukraine or even the registrar, which exercises the state registration, because these norms could be interpreted in different ways.

The status of the legal entity is acquired on the day of registration of the limited liability company.

When the registration of LLC is complete, it is necessary to order a stamp for company, to put the company on account of statistical and tax authorities. Further bank account is should be opened.

It is important to get acquainted with the normative legal acts regulating the creation process, including registration in establishing the limited liability company. In order to avoid difficulties in the registration of the LLC in its further work is necessary to address to the lawyers of «Aleksey Pukha and Partners» company. Company specialists have years of experience in corporate law and carry out the registration of companies, organizations and representative offices in Ukraine.

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