Amendmending the constituent documents is a common procedure, which is often needed within business activity of legal entity, especially when you want to change a name, types of activity, composition of participants, distribution of shares in the authorized capital and any other information provided in a charter.
One of the most popular forms of business in Ukraine is a limited liability company (LLC). That is why we propose to consider in more details the procedure of making amendments to the constituent documents on the example of LLC.
In general, a constituent document of a legal entity is a charter. Conditionally, the procedure for amending the charter of LLC may be divided into two stages:
- Deciding on amendments to the charter;
- State registration of changes to the charter.
Amending a charter relates to the exclusive competence of the supreme governing body of the company – the General Meeting of Participants. Therefore, the issue of amendments to the charter is always resolved at the General Meeting.
At the same time, when convening and holding a General Meeting, you should follow the procedure prescribed by law and the charter.
The General Meeting of Participants is empowered to make decisions if it is attended by participants (or their representatives) who, in the aggregate, hold a majority of votes proportionally equal to the size of each participant’s contribution to the autorized capital.
It should be noted that the LLC’s charter may set the other minimum number of votes (not less than 50%) that is required to make a decision. At the same time, decisions on issues of redistribution of shares between participants, creation of bodies of the company, acquisition by the company of the share of the participant, approval of monetary assessment of non-monetary contribution to the authorized capital are always made unanimously by all participants of the LLC.
Thus, the decision on amending the charter is made by a majority vote of the participants, unless otherwise is provided by the charter, and also if the basis for the amendment is not a decision that requires a unanimous vote (for example, the redistribution of shares in the authorized capital between the members of the LLC).
The absence of some members of the LLC at the General Meeting will not be an obstacle to resolving the issue of amendmending the charter, if the number of votes of the present participants is sufficient to make a decision.
The new version of the charter is signed by the participants who attended the meeting and voted for the decision. The authenticity of signatures should be notarized.
Changes to the charter of the LLC are subject to mandatory state registration for entrying into force.
To perform a registration action the following documents must be submitted to the state registrar:
- application for registration of changes to information about a legal entity (Form 3, approved by the Ministry of Justice Order № 3238/5 dated 06.01.2016). The application can be filled in both machine-typed and handwritten letters. Each page of the application is signed by the head of the company or a person authorized to take actions for state registration, by a power of attorney.
- original or notarized copy of the minutes of the General Meeting of Participants (decision of the sole participant), which recorded the decision to amend the constituent documents of the LLC.
- the charter of the LLC in the new edition;
- a receipt for payment of the administrative fee for carrying out the registration action (0.3 of the subsistence level for able-bodied persons; if an extract from the National State Registry of Ukrainian Enterprises and Organizationsis required, this amount is increased by a product of 0.1 of the subsistence minimum and the number of persons who will receive an extract);
- power of attorney if the documents are submitted by an authorized person.
This list of documents can be submitted to the administrative center or notary. Notary services are paid separately.
Changes to the constituent documents of the LLC are registered within 24 hours from the moment of submitting the documents.