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LLC have to update their charters till June 17

It is left 2 weeks to bring the statutes of limited liability companies and additional liability in accordance with the requirements of the current legislation.

Thus, according to the provisions of the Law of Ukraine "On Limited Liability Companies" No. 2275-VIII of 06.02.2018, the companies registered before 17.06.2018 have time until 17.06.2019 for the purpose of setting their statutes in the new wording taking into account legislative requirements. After that date, the provisions of the statute, which contradict the requirements of the Law, will be considered ineffective.

It is envisaged that in case of bringing the statutes into compliance with the new Law, during the established term, LLC and TDA are exempt from payment of an administrative fee for the registration of such changes.

At the same time, we draw your attention to the fact that the Law does not provide for any liability for not bringing the statutes into conformity. Instead, certain negative consequences for the company are possible in the form of complications of relations with servicing banks, state regulators and counteragents or the emergence of corporate disputes between the parties, etc.

Therefore, in order to minimize these risks, we advise you not to postpone bringing the charter into compliance with the requirements of the Law.

Note that the basic requirements for the contents of the charter of LLC are given in clause 5 of Art. 11 of the Law "On Companies with Limited and Additional Liability", in particular, the statute should include:

- full and abbreviated (if any) name of the company;

- management bodies of the company, their competence, the procedure for making decisions;

- the procedure for entering and leaving the partnership.

Please note that the Commercial Code of Ukraine in Art. 57, art. 82 provides a more extended list of information:

- information about the name and type of the company,

- purpose and subject of activity

- the composition of the founders and participants,

- the size and order of formation of the authorized capital and other funds,

- information on the size of the shares of each of the participants, the size, composition and procedure for depositing them,

- the order of distribution of profits and losses,

- the composition and competence of the bodies of the company and the procedure for their adoption, including the list of issues that require unanimity or a qualified majority of votes,

- conditions for reorganization and liquidation, etc.

It should be noted that information on what other provisions that should be included in the charter can be found in the Letter from the Ministry of Justice of Ukraine № 6623/8.4.3/32-18 from 07.06.2018.

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