Amending the charter of an LLC

Published 11 June 2019. Some rules have changed since; ask us for the current position.

Sooner or later, every business reaches the point where it has to amend its charter (статут) and register the changes in the manner required by law. In particular, changes to the charter of a limited liability company (LLC, ТОВ) or a company of any other legal form must be registered when:

• its types of activity change or expand;
• its founders change;
• its share capital changes or the members' shares in it are redistributed.

In addition, a new law on limited and additional liability companies (ТОВ and ТДВ) came into force in Ukraine in 2018. Companies of these legal forms have to bring their charters into line with it. After 17 June 2019, any provisions of a charter that contradict the new law are treated as invalid.

Re-registering an LLC charter is a simple procedure that can be completed in 3–4 days with the help of specialists. The Key Solutions team will help you register the changes with minimal involvement on your part. We work in Kyiv, and the company has offices in Lviv, Odesa, Kharkiv, Rivne and other cities.

Amending an LLC charter: the procedure

A charter can be updated in two ways:

1. Drafting an annex that becomes part of the document.
2. Adopting a new version: the text is rewritten in full and the old version ceases to have effect.

Under the current Law on Limited and Additional Liability Companies, the charter must state:

• the company's name, in full and, if there is one, in short form;
• information on the management bodies, their powers and the decision-making procedure;
• the procedure for members joining and leaving the LLC.

The changes are submitted to the state registrar together with a number of documents.

Documents needed to register the changes

1. An application in the form of a completed registration card.
2. A decision of the owner or the general meeting approving the changes.
3. 2 copies of the changes (the old and the new version, or the charter plus annexes).

The person applying to the registrar also submits:

• a Ukrainian passport or an international passport;
• a power of attorney, if a representative handles the registration.

Other documents may be needed in some cases: a decision on a member's withdrawal from the company, a document on the transfer of a share in the share capital, a decision to change the membership, and so on.

Our lawyers will help you prepare the required set of documents and register the changes the first time. The price of our services includes the administrative fee payable for registration.

Documents you receive after the state registrar registers the changes to the LLC charter

After registration, you keep:

• the minutes approving the changes;
• the new and the old version of the charter, or the charter with the approved annexes.

The second copy of the document stays with the registrar.

Why order your LLC charter amendment from Key Solutions

1. Our lawyers will draft changes that match your company's activities precisely.
2. We will prepare the required documents and help you register the changes as quickly as possible.
3. Our fees are fixed and involve no hidden charges.

Has your company still not updated its charter? No time to deal with re-registration? We are ready to help. To book a consultation or order the service, call us or leave a request on the website.

Related links: setting up accounting