Making changes to a legal entity

 YOUR GOAL

You are the founder of a legal entity and need to change:

• the name of the legal entity;
• the amount of the share capital;
• the types of business activities;
• the director or management board of your company;
• the registered address of the legal entity;
• the contact telephone numbers through which the legal entity can be contacted;
• the company’s charter;
• the composition of the founders through the sale of corporate rights;
• the composition of the founders following the withdrawal of a participant.

In this case, the relevant changes must be made to the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Associations.

 OUR OFFER

EUROVECTOR Law Firm provides qualified legal services. Our specialists in corporate law can offer the following services:

• prepare a complete set of documents for registering changes and updating information in the Unified State Register, including a resolution of the authorized governing body of the legal entity, an application for registration of changes, a new version of the charter, and a power of attorney;
• pay the applicable state fee for the registration of changes;
• register the changes with the state registrar;
• notify the tax authorities of the registered changes and obtain a new extract from the VAT or single tax register, where required;
• notify the statistics authorities and obtain an updated statistical certificate;
• obtain a new company seal, if necessary.

In addition, the lawyers of our company can provide you with the following services:

• registration and liquidation of business activities;
• registration and liquidation of non-profit organizations;
• drafting of charters and contracts;
• legal support for business activities in Odesa and the Odesa region;
• accounting support for business activities;
• protection and representation of clients’ interests before courts of all instances and other government authorities;
• representation of clients’ interests before banks, organizations, companies, and institutions of all forms of ownership;
• obtaining work permits;
• legal support for real estate transactions.

 MORE DETAILS

Changing the Name of a Legal Entity

Article 90 of the Civil Code of Ukraine, Article 2 of the Law of Ukraine “On Business Associations”, Article 16 of the Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Associations”, as well as the Order of the Ministry of Justice of Ukraine “On Approval of the Requirements for the Spelling of the Name of a Legal Entity or Its Separate Subdivision”, establish requirements for the name of a legal entity.

The name of a legal entity must include information about its legal form and its name. The name of a legal entity consists of its own distinctive name and may also include information about its purpose and types of business activities. The name of a legal entity may not be identical to the name of another legal entity. The name of the legal entity must be stated in its constituent documents and entered into the Unified State Register.

During the course of business activities, it may become necessary to change the name of a company. In such a case, the relevant amendments must be made to the constituent documents and the Unified State Register. The re-registered constituent documents, an extract from the Unified State Register, and other updated registration documents will confirm that the previous and new names belong to the same legal entity.

Changing the Amount of Share Capital

According to Article 145 of the Civil Code of Ukraine, amending the company’s charter and changing the amount of its share capital fall within the exclusive authority of the general meeting of participants. Under the general rules established by Article 144 of the Civil Code of Ukraine and Article 16 of the Law of Ukraine “On Business Associations”, the share capital may be increased only after all participants have fully made their contributions (paid for their shares), while a reduction of the share capital is permitted after all creditors have been notified.

It is also important to note that a decision to reduce the share capital takes effect no earlier than three months after its state registration, in accordance with Article 56 of the Law of Ukraine “On Business Associations”.

Changing the Business Activities of a Legal Entity

When registering a legal entity, it is necessary to select a primary business activity and several additional activities in accordance with the Ukrainian Classification of Economic Activities (KVED). These activities determine the areas in which the company intends to operate and generate income. During the course of business operations, it may become necessary to add new types of activities to this list. In such cases, the relevant changes must be registered with the state registrar and reported to the tax authorities. A company may not generate income from activities that are not properly registered in the Unified State Register.

After the changes have been registered, if the company's primary business activity is changed, a new extract from the Unified State Register (USR) is issued, and the relevant information on business activities is also updated by the State Statistics Service.

If the new business activities of the legal entity are not specified in its Charter, it may also be necessary to approve and register a new version of the Charter.

Changing the Director or Management Board of a Legal Entity

The director (chief executive) is the person responsible for managing the activities of a legal entity and acts as its official representative. Depending on the provisions of the company's constituent documents, a legal entity may be managed by a single executive body (a director) or a collegial executive body (a management board or directorate).

Depending on the grounds for dismissal, the general meeting of participants adopts a decision to dismiss the current director. A protocol or resolution regarding the change of director is then prepared. Based on this decision, an official order is issued stating the date and legal grounds for the dismissal of the previous director and the appointment of the new director.

The relevant changes must then be registered with the state registrar, after which a new extract from the Unified State Register (USR) containing the updated information is issued.

Changing the Registered Address of a Legal Entity

Article 93 of the Civil Code of Ukraine provides that the location of a legal entity is the actual place where it conducts its business activities or where its office is located, from which the day-to-day management of the legal entity is carried out and its management and accounting functions are performed.

Part 4 of Article 17 of the Law of Ukraine «On State Registration of Legal Entities, Individual Entrepreneurs and Public Associations» provides that a decision of the authorized management body of a legal entity is not required by the state registrar when changes to the registered address of the legal entity are made in the Unified State Register. However, if the address of your company is specified in its Charter, the decision of the authorized management body must be submitted together with a new version of the Charter.

After the registration of changes to the legal entity's registered address, VAT payers or single tax payers may need to apply to the relevant authorities to obtain updated extracts from the VAT and Single Tax registers reflecting the new information.

Changing the Contact Information of a Legal Entity

The Unified State Register of Legal Entities, Individual Entrepreneurs and Public Associations contains information used to contact a legal entity. This may include a telephone number, fax number, email address, website or other contact details.

Since this information may change more frequently than other details relating to a legal entity, the law does not provide for a state fee for registering such changes.

Changing the Founders of a Legal Entity Through the Sale of Corporate Rights or Withdrawal from the Company

In accordance with Article 147 of the Civil Code of Ukraine, a participant in a limited liability company has the right to sell or otherwise transfer their share, or part of their share, in the company's share capital to one or more other participants of the company. The transfer of a participant's share, or part of a share, to third parties is permitted unless otherwise provided by the company's Charter.

The participants of a legal entity have a pre-emptive right to purchase another participant's share, or part of a share, in proportion to their respective ownership interests, unless the company's Charter or an agreement between the participants provides for a different procedure. If the share, or part of the share, is not purchased by the other participants within one month, unless another period is established by the Charter, it may be transferred to a third party.

It is also important to note that a share may be transferred before it has been fully paid for only to the extent that it has already been paid.

Article 148 of the Civil Code of Ukraine provides for the withdrawal of a participant from a limited liability company. A participant has the right to withdraw from the company by notifying the company of their intention to withdraw no later than three months before the withdrawal date, unless another period is established by the Charter.

A participant withdrawing from a limited liability company is entitled to receive the value of the portion of the company's property corresponding to their share in the company's share capital.

When registering changes to the composition of participants, the following documents may be submitted to the state registrar: a decision of the authorized management body of the legal entity regarding the withdrawal of a participant; and/or an individual's application for withdrawal from the company; and/or the original or a notarized copy of an agreement or other document confirming the transfer or assignment of a participant's share in the share capital of the legal entity; and/or a decision of the authorized management body regarding the compulsory exclusion of a participant from the legal entity; or a copy of a death certificate or a court decision declaring an individual missing.

To make changes to the Unified State Register (USR), you can contact the Law Firm "Eurovector". Our qualified corporate law specialists will represent your interests before registration authorities, tax authorities and statistical authorities and will prepare the complete set of documents required for registering the relevant changes.

 IMPORTANT

In accordance with Part 2 of Article 7 of the Law of Ukraine «On Business Companies», legal entities are required to notify the registration authority within 3 working days from the date a decision to amend the constituent documents is adopted so that the relevant changes can be entered into the Unified State Register.

 DOCUMENTS

DOCUMENTS REQUIRED FOR MAKING CHANGES TO THE UNIFIED STATE REGISTER (USR):

Changing the Name of a Legal Entity

```

* LF – the documents, information or service can be provided or obtained by the «EUROVECTOR» Law Firm

* C – the documents are provided by the client

Change in the Amount of the Charter Capital

```

* LC – documents, information, or services may be provided or obtained by the EUROVECTOR Law Firm

* C – documents are provided by the Client

Change of the Types of Business Activities of a Legal Entity

```

* LC – documents, information, or services may be provided or obtained by the EUROVECTOR Law Firm

* C – documents are provided by the Client

Change of the Director (Management Board) of a Legal Entity

```

* LC – documents, information, or services may be provided or obtained by the EUROVECTOR Law Firm

* C – documents are provided by the Client

Change of the Registered Address of a Legal Entity

```

* LC – documents, information, or services may be provided or obtained by the EUROVECTOR Law Firm

* C – documents are provided by the Client

Changing the Contact Information of a Legal Entity

```

* LC – the documents, information, or service may be provided or obtained by the EUROVECTOR Law Firm

* C – the documents are provided by the client

Changing the Participants of a Legal Entity Through the Sale of Corporate Rights / Withdrawal of a Participant

```

* LC – the documents, information, or service may be provided or obtained by the EUROVECTOR Law Firm

* C – the documents are provided by the client

 PRICE

MAKING CHANGES TO THE UNIFIED STATE REGISTER (USR): TIMEFRAMES AND SERVICE FEES

 GUARANTEE

EUROVECTOR Law Firm has been providing legal services to individuals and legal entities for over 8 years. Many of our clients continue working with us and use additional legal services after receiving their first service from our company.

A written agreement is the best guarantee that both parties will fulfil their obligations. Signing a contract at our office and making payment to the company's official bank account provides maximum security and protection for all parties involved.

@  ADDRESS

LAW COMPANY EUROVECTOR