LLC with one participant: the lawyer of Skliarenko, Sydorenko and Partners analyzed features of regulation of activity

To the limited liability company with one member not subject to the provisions of the law on the procedure for convening a general meeting, the procedure for their implementation, the order of decision-making by the general meeting, absentee voting and decision-making through consultation.

Lawyer of Skliarenko, Sydorenko and Partners Tetiana Borysenko revealed peculiarities of legal regulation of LLC with one participant under the new law during a two-hour course for lawyers on the topic Law on Limited and Additional Liability Companies: Novels, Collisions, Application.

Measures to improve the training of lawyers, organized by the Higher School of the Bar Association, was held in Kiev on 27 December.

During the presentation, the expert recalled that in a company with one participant the decision taken individually and made in writing.

Given this particularity, certain provisions of the law are not applicable at all. These, in particular, include the rule part 3 of Art. 98 of the Civil Code, according to which a participant in a company has no right to vote when the general meeting of the company takes decisions on the conclusion of a transaction with him and on a dispute between him and the company. Nor are the norms of Articles 32 to 36 of the Law, establishing the procedure for organizing a general meeting, applicable. However, other provisions of the law should be applied taking into account the peculiarities of the sole decision of the issues related to the competence of the general meeting.

T. Borysenko also drew attention to the changes that have eliminated the gaps that hindered the normal operation of the LLC with one participant, in particular:

- the rule that an LLC cannot have a sole participant in another business entity, in which one person is a member, has been canceled;

- a member’s withdrawal from the company, as a result of which not a single participant will remain in the company, is now prohibited. In other words, a participant owning 100% of the authorized capital of an LLC can no longer leave the company (Article 24 of the Law).

In addition to the peculiarities of legal regulation of the LLC with one participant, the course participants also learned about the new requirements for the constituent documents of the LLC, the acquisition and termination of corporate rights, the rights of the participants of the LLC, the conclusion of major transactions, as well as other innovations of the Law of Ukraine "On Limited and Additional Companies responsibility".