Procedure for State Registration of LLC

A limited liability company is a company founded by one or more persons, whose authorized capital is divided into shares (Article 140 of the Civil Code of Ukraine).

State Registration Department of the Khmelnytskyi Interregional Directorate of the Ministry of Justice reminded that the special regulatory legal act regarding companies is the Law of Ukraine "On Limited and Additional Liability Companies" (hereinafter – the Law), which in Articles 4, 9-14 defines the following norms:

- the number of company participants is not limited;

- the company is established by the decision of its founders;

- the company name must include the name as well as the organizational and legal form;

- the company may have an abbreviated name in Ukrainian, full and abbreviated names in foreign languages;

- the size of the company's authorized capital consists of the nominal value of the shares of its participants, expressed in the national currency of Ukraine, and the size of a participant's share may additionally be determined in percentages;

- a participant's contribution to the company may be money, securities, other property, unless otherwise provided by law;

- a non-monetary contribution must have a monetary valuation determined and approved by a unanimous decision of the general meeting of participants;

- each participant must fully pay their contribution within six months from the date of state registration of the company, unless otherwise provided by the charter;

- the value of each participant's contribution must be not less than the nominal value of their share;

- the founding document of the company is the charter.

The Law in part 5 of Article 11 contains a list of information that must be indicated in the company's charter:

1) full and abbreviated (if available) name of the company;

2) management bodies of the company, their competence, procedure for decision-making;

3) procedure for joining and leaving the company;

4) accounting of company shares in the share accounting system maintained by the Central Securities Depository.

The company's charter may contain other information that does not contradict the law.

These requirements do not apply to model charters of the company.

The model charter of the company is multi-variant and provides the possibility to choose different versions, including the "default" version, which is formed from provisions recommended by the Cabinet of Ministers of Ukraine according to Resolution No. 367 dated 27.03.2019 (as amended).

According to part 1 of Article 17 of the Law of Ukraine "On State Registration of Legal Entities, Individual Entrepreneurs and Public Formations" (hereinafter – the Registration Law), the following documents are submitted for state registration of company formation:

- application for state registration (form 2 according to the order of the Ministry of Justice of Ukraine dated 18.11.2016 No. 3268/5 (as amended));

- a copy of the original (notarized copy) of the founders' decision on establishment.

If the company is established based on a model charter, such a decision is signed by all founders (their representatives), and the authenticity of the signatures is notarized (part 10 of Article 11 of the Law);

The founders' decision of a company operating under a model charter must also contain information about (part 9 of Article 11 of the Law): the name, composition of founders, size of authorized capital, size of shares in the authorized capital of each participant, and the method of their contributions (in monetary and/or non-monetary form).

Additionally, the founders need to determine the directions of the company's activities and appoint a manager (director).

- the charter – in case the company is established based on its own founding document.

The first version of the company's charter is signed by all participants, and the authenticity of the signatures is notarized (part 2 of Article 11 of the Law).

The applicant for submitting documents may be (paragraph 8 part 1 Article 1 of the Registration Law):

- the founder(s) of the company or their authorized person;

- a person authorized by the decision on company formation.

Documents are submitted by the applicant in person or sent by postal mail (part 1 of Article 14 of the Registration Law).

If documents are submitted by postal mail, the authenticity of the applicant's signature on the application must be notarized (paragraph 5 part 1 Article 15 of the Registration Law).

State registration of company formation can also be carried out online through the Diia Portal (if the founders are individuals).

In case of online registration of company formation, founders can independently choose the provisions of the model charter version.

At the same time, when submitting documents in paper form, it is possible to choose the model charter only in the "default" version.

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