What should be changed in the company's statute according to the new law: the check list was given by the experts of "Skliarenko, Sydorenko and partners"

Until June 17, 2019, it is desirable for limited liability companies to revise their statutes and bring them in line with the new requirements of the law.

What should you pay attention to - experts from Skliarenko, Sydorenko and Partners gave practical advice to business during a joint CPD seminar with the Association of Chartered Certified Accountants, ACCA. An event dedicated to the novels, conflicts and the practice of applying the Law No. 2275-VIII “On Limited and Additional Liability Companies” was held recently in Kiev.

The lawyer of Skliarenko, Sydorenko and Partners, Tatiana Borysenko, recalled the basis of the novels and changes introduced by the Law, in particular, regarding the information that the company's statutes should contain. So, unlike the extensive list of Art. 57 of the Commercial Code and Art. 82, 88 of the Civil Code, the new law contains only three positions regarding the content of the constituent document:

1) full and abbreviated (if available) name of the company;

2) the governing bodies of the company, their competence, the procedure for their decision making;

3) order of entry and exit from it.

It also states that the company's statute may contain other information that does not contradict the law.

The expert drew attention to the fact that by the resolution of the Cabinet of Ministers of Ukraine of November 16, 2011 No. 1182, a model statute for an LLC was approved, which continues to be used by a significant number of companies. However, as long as it is not brought in line with the new requirements of the law, therefore, those who wish to switch to this form of constituent document may face registrar refusal.

T. Borysenko also provided a list of provisions that should be checked in your own statutes due to changes in legislation, namely:

1. Time for participants to make their contributions. According to the model statute - a year, under the new law - 6 months.

2. Provisions for reserve capital and its purpose for covering losses. Currently, the Law provides for the creation of a reserve capital only for the purpose of acquiring a share of a participant.

3. The order of exit from the company without any restrictions. Currently, a participant who owns a share of less than 50% may withdraw from the LLC. If the share is 50% or more, then the consent of other participants is necessary. If the participant is one, then he cannot get out.

4. Determination of a big deal. In the model statute - this is 25% of the value of assets. Under the new law, this should be 50 percent or more of the value of the company's net assets at the end of the previous quarter.

5. Convening a general meeting on demand for more than 20% of the vote. Now it should be 10%.

6. The Law does not mention the audit committee. However, this does not prohibit its creation by decision of the general meeting. A supervisory board can also be created.

7. There is no quorum for holding a general meeting. There are the necessary number of votes for making certain decisions. However, the required number of votes for the adoption of certain issues has also changed.

8. Dividend payment procedure. According to the model statute payment should occur once a year. Now payment can be made for any period, number of times multiple quarter.

The lawyer also spoke about the peculiarities of the LLC with one participant, changes in the quorum of the general meeting of LLC participants, the rights of the LLC participants, the corporate contract, new definitions of company officials and a conflict of interest.

Andriy Trigub, an associate partner of Skliarenko, Sydorenko and Partners, moderated the seminar.

The Association of Chartered Certified Accountants (ACCA) is an international professional accounting organization that provides qualifications for employees in the field of finance, auditing, management and accounting. It was founded in London in 1904 and today unites more than 500 thousand students in one hundred and eighty countries of the world. The regional office was opened in September 2004.

Recall that in March 2018, Skliarenko, Sydorenko and Partners and ACCA held a joint seminar on the analysis of the provisions of the Law of Ukraine “On Amendments to Certain Legislative Acts Concerning Enforcement of the Rights of Participants in Criminal Proceedings and Other Persons by Law Enforcement Investigations in Pre-Trial Investigation”, which received the name "The Mask Stop Show Law".