The sequence of lawyers` actions when accompanying the purchase and sale of shares in the Ukrainian LLC:

  1. Receiving documents and data from the client according to the questionnaire.
  2. Checking the need to amend the charter (including in view of the date of registration of the charter (before 02/06/2018) and requirements of the Ukrainian Law about LLCs, the occurrence of information about the participants in the charter).
  3. Notify the Client about the need to bring the charter in accordance with the Law (if necessary).
  4. Obtaining TIN for buyers (if necessary) (see the corresponding checklist).
  5. Drafting a power of attorney from the buyer / seller:
    1. Drafting of the text (if necessary: TIN, opening accounts, registration of the transaction).
    2. Checking the need for legalization / apostilization (for non-residents).
    3. Sending a draft power of attorney with instructions to the client.
  6. If CEO of the company can not apply the amendments of the beneficial owners personally and such amendments have to be filed, – drafting a power of attorney from the company, shares of which are sold:
    1. Drafting of the text of the power of attorney.
    2. Checking the need for legalization / apostilization (if the CEO is abroad).
    3. Sending a draft power of attorney with instructions to the client.
  7. Drafting of the decision of the shareholders of the seller / buyer on the transaction (non-residents may simply issue the power of attorney):
    1. Drafting up a decision (protocol) of the seller, if the seller is a legal entity.
    2. Drafting up a decision (protocol) of the buyer, if the buyer is a legal entity.
  8. Checking the occurrence of apostilles / legalization of documents received from abroad:
    1. Extract from the Trade Register (seller / buyer).
    2. Certified by the notary copies of passports of shareholders (if the shareholder is an individual).
    3. Notarized copies of passports of the beneficial owners of the shareholders (if the shareholder is a legal entity).
    4. Power of attorney.
    5. The decision of the shareholders on the sale / purchase of a share (part of a share) of an LLC (is not needed if shareholder issued the power of attorney for the deal).
    6. The decision of the shareholders of the shareholder (if it is legal entity) on the sale / purchase of a share (is not needed if shareholder issued the power of attorney for the deal).
  9. Translation and notarization of documents (for non-residents):
    1. Extract from the Trade Register.
    2. Copies of shareholders’ passports (if the participant is an individual).
    3. Notarized copies of passports of the beneficiary owners of the shareholder (if the participant is a legal entity).
    4. Power of attorney.
    5. The decision of the shareholder of the shareholder on the sale / purchase of shares (parts of shares) LLC
    6. The decision of the shareholders on the sale / purchase of a share (part of a share) of an LLC (is not needed if shareholder issued the power of attorney for the deal).
    7. The decision of the shareholders of the shareholder (if it is legal entity) on the sale / purchase of a share (is not needed if shareholder issued the power of attorney for the deal).
  10. Checking the information about the buyer in the register of debtors (https://erb.minjust.gov.ua/#/search-debtors).
  11. Checking the names of the streets of the shareholders’ place of residence for compliance with the actual names in accordance with the Ukrainian Law.
  12. Check of refusal of other participants from the preemption right of purchase, and if necessary:
    1. Drawing up notifications.
    2. Sending notifications to shareholders.
    3. Getting answers or counting down the time needed to answer.
  13. Clarification of the need to obtain the consent of the Antimonopoly Committee of Ukraine for the transaction
  14. Opening bank accounts of the parties to the transaction (if necessary)
  15. Draftinf and execution of documents:
    1. Registration form (application) for registration of sale of a share (part of a share) of a limited liability company, incl. in terms of changes in data on beneficiaries.
    2. Agreement of purchase and sale of shares (part of a share) of a limited liability company (if necessary).
    3. Act of acceptance-transfer of shares (part of a share) in the authorized capital of a limited liability company.
    4. Application for waiver of the priority right to purchase shares (part of the share) of the LLC from other shareholders of the LLC (if necessary).
    5. Consent of the spouses to sell / buy shares.
    6. Decision (protocol) on changing the charter (if necessary).
    7. Charter in a new edition (if necessary).
    8. Registration form (application) for registration of the new edition of the charter of LLC (if necessary).
    9. Ownership structures.
    10. Registration form (application) for change of beneficial owners.
  16. Reconciliation of documents with the parties of the transaction (if necessary).
  17. Reconciliation of documents with a notary.
  18. Agree on the time of the deal with the notary, including the 2nd part on amendment of the charter, change of beneficial owners and submission of ownership structure (if necessary).
  19. Support of notarization of documents at the notary:
    1. Act of acceptance-transfer of shares (part of a share) in the authorized capital of the LLC.
  20. Submission of data in the Ukrainian Company register at the notary / “administrative center”.
  21. Receipt of “Inventory” and extract from a notary / “administrative center”.
  22. The next day after registration of purchase and sale of shares and change of beneficial owners and ownership structure, if necessary – registration of the charter in new edition:
    1. Notarization:
      1. Charter in the new edition.
      2. Decisions (protocol) on changing the charter.
    2. Submission of documents to a notary / “administrative center”.
  23. Receipt of “Inventory” and extract from a notary / “administrative center”.
  24. Report to the Director.

 

Other Questionnaires and legal advices for shareholders and company management:

Questionnaire for IT company founders in Ukraine

Legal issues of how IT-freelancers work in Ukraine 

Sample of the contract with IT-contractor (Ukraine) 

Taxation of LLCs and employees in Ukraine 

Establishing IT-company in Ukraine

Payment of dividents in foreign currency

 

 

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