Do you (or together with partners) think to start a business and have decided to incorporate a limited liability company? Let us consider the key issues related to registration of such a legal entity.
At first, it should be noted that according to the laws of Ukraine, notaries have been allowed to register legal entities since January 01, 2016. Besides, notaries may register legal entities regardless of their actual locations (which means that if a legal entity is to be located in the city of Odesa, for instance, a notary of the city of Kyiv may register it, too).
Note that a natural person may solely incorporate only one company, and this provision should be accounted for when you incorporate and register a legal entity.
The possibility for a limited liability company to operate on the basis of a Model Articles of Association approved by Resolution of the Cabinet of Ministers No. 1182 dated November 16, 2011 “On Approval of a Model Articles of Association of a Limited Liability Company” is one of the novelties which facilitates the procedure for document preparation. However, you, as the founder, may not amend the provisions of the approved Model Articles of Association.
If you have decided to act on the basis of such a Model Articles of Association, than the resolution on the incorporation of a limited liability company (LLC) signed by all founders must contain the provision that the company must operate on the basis of the Model Articles of Association. Besides, the resolution must contain the following information: type of a company, name, location, its goal and objectives, complete composition of founders, size of the statutory capital and distribution of founders’ shares in it, procedure for making contributions.
If one of the founders of a legal entity is a foreigner, he/she must, first of all, have his/her identifying documents translated into the Ukrainian language (in this case, the translator’s signature must be authenticated by a notary); then he/she must obtain a registration number of the taxpayer’s record card (used to be known as the individual tax number).
To register an LLC, a notary should be provided with the following documents:
- filled in registration card of the established form to register a legal entity;
- minutes of the General Meeting and Resolution on the incorporation of a legal entity in the form of an LLC;
- Articles of Association of the LLC in one copy (except when the LLC operates on the basis of a Model Articles of Association);
- if a company is registered by its attorney, documents confirming the powers of the attorney (a power of attorney or its copy), his/her passport and registration number of the taxpayer’s record card (used to be known as the individual tax number).
All documents must be compiled and submitted in the Ukrainian language.
After providing all the above documents and their checking by a notary, the company is registered by including the respective information in the Unified State Register of Legal Entities, Natural Persons-Entrepreneurs and Public Organisations.
Now your LLC is registered. The only things left to be done are to make a seal and open a bank account.
A seal is an option of the managers of a legal entity, as according to the laws of Ukraine, a legal entity must not necessarily have a seal.
As for a bank account, the first step will be to select a bank, and the next step will be to submit a bank card to it; the authenticity of the director’s signature and the LLC’s seal (if any) in the bank card must be certified by a notary.
Our specialists will be glad to support you in incorporating your own limited liability company.
