On 24 November 2015 the Verkhovna Rada of Ukraine adopted a number of important laws, specifically: 

– The Law of Ukraine "On Amendments to Article 60 of the Law of Ukraine "On Business Companies" concerning the reduction of the quorum of the general meeting of participants of a limited liability company." According to the Law, the general meeting of participants of a limited liability company shall be considered competent, if the participants (representatives of the participants) holding in aggregate more than 50 percent of the votes are present at the meeting (instead of more than 60 percent of the votes as envisaged by the previous wording of the Law of Ukraine "On Business Companies.")

The relevant provisions of charters of limited liability companies, unless they are brought into conformity with this Law, shall apply to the extent not inconsistent with this Law - that is, the requirement for more than 50 percent of votes is valid from the date this Law enters into force, rather than after the introduction of corresponding amendments to the company's charter.

In addition, the provisions of Article 60 of the Law of Ukraine "On Business Companies" in respect of the quorum cease to be mandatory (i.e. not to be deviated from) for the companies having no state-owned interest in their charter capital, since it is envisaged that the constituent documents of such companies may set other (higher or lower) percentages of votes of the participants in whose presence the general meeting of participants is considered competent.

The Law has been submitted to the President for signature, and if the President does not exercise his veto power, it will be published and take effect from the day following the date of its publication.  

– The Law of Ukraine "On Amendments to the Law of Ukraine "On State Registration of Legal Entities and Individual Entrepreneurs" (concerning the prevention of introduction of changes in the Unified State Register based on counterfeit documents)." The said Law prohibits the introduction of changes in the Unified State Register on the basis of simple photocopies of relevant decisions on: (1) change of the director or members of the governing body, or the persons empowered to act on behalf of a legal entity without a power of attorney, (2) amendments to the constituent documents of a legal entity and (3) changes in the composition of founders (participants) of a legal entity. These cases require submission of the original decision or a notarized copy thereof. 

The Law has been submitted to the President for signature. If signed by the President, the Law will be officially published and take effect from the day following the date of its publication. 

On 26 November 2015 the Verkhovna Rada of Ukraine adopted the Law of Ukraine "On Amendments to the Law of Ukraine "On State Registration of Legal Entities and Individual Entrepreneurs" and some other legislative acts of Ukraine in respect of decentralization of powers concerning state registration of legal entities, individual entrepreneurs and public organizations" by way of restating this Law in the new wording and introducing a number of amendments to the related legislative acts.  

The above Law provides for the transfer of powers concerning the registration of legal entities and individual entrepreneurs from the Ministry of Justice of Ukraine to other entities engaged in state registration, namely to:

  • Executive bodies of the respective councils, provided the respective council makes such decision
  • Local state administrations
  • Accredited entities (the criteria and requirements with respect to which shall be determined by the Cabinet of Ministers of Ukraine)
  • Notaries

The Law minimizes the number of documents and procedures necessary to carry out the state registration, abolishes the requirement to submit extracts in paper form and introduces their submission in electronic form.   

The Law is awaiting submission to the President of Ukraine for signature. If signed by the President, the Law will be officially published and take effect in its main part from the day following the date of its publication.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.