The sequence of lawyers` actions when accompanying the purchase and sale of shares in the Ukrainian LLC:
- Receiving documents and data from the client according to the questionnaire.
- 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).
- Notify the Client about the need to bring the charter in accordance with the Law (if necessary).
- Obtaining TIN for buyers (if necessary) (see the corresponding checklist).
- Drafting a power of attorney from the buyer / seller:
- Drafting of the text (if necessary: TIN, opening accounts, registration of the transaction).
- Checking the need for legalization / apostilization (for non-residents).
- Sending a draft power of attorney with instructions to the client.
- 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:
- Drafting of the text of the power of attorney.
- Checking the need for legalization / apostilization (if the CEO is abroad).
- Sending a draft power of attorney with instructions to the client.
- Drafting of the decision of the shareholders of the seller / buyer on the transaction (non-residents may simply issue the power of attorney):
- Drafting up a decision (protocol) of the seller, if the seller is a legal entity.
- Drafting up a decision (protocol) of the buyer, if the buyer is a legal entity.
- Checking the occurrence of apostilles / legalization of documents received from abroad:
- Extract from the Trade Register (seller / buyer).
- Certified by the notary copies of passports of shareholders (if the shareholder is an individual).
- Notarized copies of passports of the beneficial owners of the shareholders (if the shareholder is a legal entity).
- Power of attorney.
- 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).
- 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).
- Translation and notarization of documents (for non-residents):
- Extract from the Trade Register.
- Copies of shareholders’ passports (if the participant is an individual).
- Notarized copies of passports of the beneficiary owners of the shareholder (if the participant is a legal entity).
- Power of attorney.
- The decision of the shareholder of the shareholder on the sale / purchase of shares (parts of shares) LLC
- 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).
- 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).
- Checking the information about the buyer in the register of debtors (https://erb.minjust.gov.ua/#/search-debtors).
- Checking the names of the streets of the shareholders’ place of residence for compliance with the actual names in accordance with the Ukrainian Law.
- Check of refusal of other participants from the preemption right of purchase, and if necessary:
- Drawing up notifications.
- Sending notifications to shareholders.
- Getting answers or counting down the time needed to answer.
- Clarification of the need to obtain the consent of the Antimonopoly Committee of Ukraine for the transaction
- Opening bank accounts of the parties to the transaction (if necessary)
- Draftinf and execution of documents:
- 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.
- Agreement of purchase and sale of shares (part of a share) of a limited liability company (if necessary).
- Act of acceptance-transfer of shares (part of a share) in the authorized capital of a limited liability company.
- 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).
- Consent of the spouses to sell / buy shares.
- Decision (protocol) on changing the charter (if necessary).
- Charter in a new edition (if necessary).
- Registration form (application) for registration of the new edition of the charter of LLC (if necessary).
- Ownership structures.
- Registration form (application) for change of beneficial owners.
- Reconciliation of documents with the parties of the transaction (if necessary).
- Reconciliation of documents with a notary.
- 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).
- Support of notarization of documents at the notary:
- Act of acceptance-transfer of shares (part of a share) in the authorized capital of the LLC.
- Submission of data in the Ukrainian Company register at the notary / “administrative center”.
- Receipt of “Inventory” and extract from a notary / “administrative center”.
- 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:
- Notarization:
- Charter in the new edition.
- Decisions (protocol) on changing the charter.
- Submission of documents to a notary / “administrative center”.
- Notarization:
- Receipt of “Inventory” and extract from a notary / “administrative center”.
- 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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