The validity of the LLC "old" charters after June 17, 2019

by May 29, 2019

  The new law “On Companies with Limited and Additional Liability” provides that registered before 17.06.2018 companies must submit charters in a new wording by June 17, 2019, taking into account the requirements of the law.   After 17.06.2018, the provisions of the charters, which are contrary to the provisions of law No. 2275-VIII, will be considered invalid. Thus, for the presentation of the charter in the new wording and its registration, it is still a little less than a month.
  The law “On Companies with Limited and Additional Liability” does not provide for the responsibility for not having the charters in the new wording, however, despite this, certain negative consequences for the LLC and the ALC still exist. Indeed, the non-compliance of the rules of the charter with the requirements of the new law after 17.06.2019 may lead to complication of relations with:
1) contractors;
2) banks in which the LLC is serviced;
3) state regulators.
  In addition, non-compliance with the rules of the charter with the rules of law can lead to the emergence of corporate disputes between the members of the company, which in any case will negatively affect the company’s economic activities.
  Thus, the Commercial Code of Ukraine provides for a list of information that should contain the charter of LLC (in accordance with Part 4 of Article 57, Article 82), among which:
• information about the name and type of the company;
• purpose and subject of activity;
• the size and order of formation of the authorized capital and other funds;
• the procedure for distributing profits and losses;
• bodies of control and control, their competence;
• the composition and competence of the bodies of the company and the procedure for their adoption, including a list of issues requiring unanimity or a qualified majority of votes;
• conditions for reorganization and liquidation of the company;
• the composition of the founders and participants;
• other information
  Compared with the current norms, the law significantly reduced the requirement for the contents of the statute.
  Thus, if the law contains the wording “unless otherwise provided by the statute”, then such provisions may be left. The law contains convenient mechanisms that would be rational use, consolidating them in your statute.

  In order to minimize the risks and use of the benefits provided by the new law, Advance Consulting advises to ensure that the charter is brought into compliance with the requirements of the law on LLC.