Amending the Statutory Documents

Often there is a necessity to make amendments to the statutory documents of a legal entity, for example, if the address, types of economic activity or founders of the entity are changed.

Let’s dwell upon peculiarities of making amendments to the statutory documents of a limited liability company (LLC).

The Statute is the one and only statutory document of a LLC. The amending procedure may be divided into 2 stages:

1)      taking a decision about the amending;

2)      State registration of the amendments.

Under Ukrainian legislation General meeting (further – GM) of the LLC is a sole body entitled to take a decision about making amendments in the Statute.

The GM is considered to be competent if more than 50% of participants are present at the meeting. And the decision is taken if more than 50% of present participants voted for it.

Thus, not all the participants are to be present at the meeting, as well as the decision must not be unanimous. But the new edition of the Statute must be signed by all of them, despite of their presence at the meeting or voting against the amendments. A participant’s refusal to sign the Statute may cause the exclusion of such participant from the LLC.

The amendments become valid only after being registered.

All the documents must be written in Ukrainian.

For the state registration an applicant shall prepare the following documents:

–          registration card;

–          an original or a notarized copy of a Minutes of the GM;

–          an original of a Statute (new edition);

–          additional list of documents depends upon certain amendments and may include court decisions, contracts of corporate rights sales or donating, decision on leaving the company by a participant, etc.;

–          receipt on payment the state fee (now it counts 410 UAH) for the registration;

–          power of attorney (if there are representatives).

 

 

Attorneys at law “Bachynskyy, Kolomiets and partners” provides a wide specter of services in the field of corporate law, and amending to the statutory documents in particular.
Tel.: +380960020100;  +380504317084.