On 14 August 2011, the Law of Ukraine "On Amendments to the Law of Ukraine "On State Registration of Legal Entities and Individual Entrepreneurs" with Regard to Electronic Registration" of 19 October 2010 No. 2609 (hereinafter - "Law No. 2609") came into force. According to the Law No. 2609 entities may be registered based on electronic documents certified by electronic digital signature. The electronic documents as well as the electronic digital signature should be executed in accordance with effective legislation of Ukraine (inter alia, according to the Laws of Ukraine "On Electronic Documents and Electronic Document Circulation" of 22 May 2003 No. 851 and "On Electronic Digital Signature" of 22 May 2003 No. 852).

Specifics of state registration based on electronic documents are as follows:

§        the registration card and the documents should be certified with the electronic digital signature;
§        the registration fee and payment for publication of notifications shall be confirmed by the copies of electronic payment documents certified by the electronic digital signature;
§        an electronic document is deemed received by the state registrar after the applicant's receipt of the notification in an electronic form on receipt of such electronic document by the state registrar (the response is generated automatically).

All necessary information as to the electronic format of source documents and the program for generation and submission of documents necessary for the business entities to undergo registration will be posted on the official website of the specially authorized body for state registration - the State Registration Service of Ukraine, with free access to it.

Thus, starting from 14 August 2011, the documents on registration of business entities may be submitted to the state registration in any of the following ways:

§         filing in hard copy by the legal entity's representatives;
§         sending in a recommended letter with the description of contents; or
§         submission of electronic documents.

Please, note that the changes introduced by the Law No. 2609 apply only to the procedure of registration of business entities. The procedure of amendment of registration files remains unchanged and will be further based on the documents submitted in hard copy. 

MODEL CHARTER IS INTRODUCED FOR LIMITED LIABILITY COMPANIES AND PRIVATE ENTERPRISES

On 28 August 2011, the new Law of Ukraine "On Amendments to Some Legislative Acts of Ukraine with Regard to Introduction of the Principle of State Registration of Legal Entities on the Basis of a Model Charter" of 21 April 2011 No. 3262 (hereinafter - "Law No. 3262") comes into effect. Under the Law, a business entity may be established and operate on the basis of a model charter approved by the Cabinet of Ministers of Ukraine, which becomes a constituent document after its approval by the company participants (hereinafter - "the Model Charter"). The suggested changes apply to limited liability companies and private enterprises (hereinafter - "the Companies"). Use of a model charter as a constituent document of the Company is the right of founders/participants of both newly established Companies and those already registered.

When a new Company is founded on the basis of the model charter it should be indicated in the resolution on foundation of the Company that it will operate on the basis of the Model Charter. The resolution should also contain information on the type of the Company, its name, location, activity area and goals, list of founders and participants, size of the charter (share) capital, shareholdings of each participant, procedure for contributions (hereinafter - "Mandatory Data"). In such cases, the registrar receives only the resolution on foundation of the Company with all mandatory data instead of the charter itself.

A Company operating on the basis of its own charter may transfer to the use of the Model Charter. In this case, the original effective charter and the decision of participants on transfer to the Model Charter should be filed to the registrar. The decision shall contain other mandatory data as well. On the original effective charter, the registrar puts a mark on the Company's transfer to the Model Charter. The Law No.3262 envisages an opposite possibility - refusal from the use of the Model Charter and transfer to the Company's own charter.

If you continue operating or establish a new Company based on your own charter without using the Model Charter you should remember that after the Law No. 3262 comes into effect and the Model Charter is approved by the Cabinet of Ministers of Ukraine information contained in the Model Charter should be also contained in the Company's own charter. Currently, the draft Resolution of the Cabinet of Ministers of Ukraine approving the model charters for limited liability companies and private enterprises is placed on the website http://civic.kmu.gov.ua/civic/control/uk/index for the purposes of public discussion, which finished on 14 August 2011.

Please do not hesitate to contact us should you have any questions on the above.

Galyna Zagorodniuk
Senior Associate
T +380 44 490 9561
galyna.zagorodniuk@dlapiper.com

Alla Gavrushko
Senior Associate
T +380 44 490 9568
alla.gavrushko@dlapiper.com

Lilia Boulakh
Associate
T +380 44 490 9575
lilia.boulakh@dlapiper.com