A limited liability company (LLC) is a company
established by one or a few persons, the charter capital of which shall be divided into shares of the
amount specified by the Charter.
Members of a LLC shall be not liable for its
obligations and bear risks of loss connected with the company activity within
their contribution value.
Members of the company, who have not made their
contributions in full, shall incur a joint liability on its obligations within
the value of not contributed share of the contribution of each its member.
The name of a LLC should include the company’s name
and the words “limited liability company”.
The
maximum number of a LLC’s members can
reach 100 people.
A LLC may not include the other economic company
consisting of one participant in capacity of its sole member. A person may
become a member of only one LLC consisting of one member.
A founding document of a LLC shall be a charter. The
charter shall determine conditions regarding: amount of the authorized capital
determining the share of each participant; composition and competence of
governing bodies and the procedure for decision-making by these bodies; amount
and procedure for the reserve creation; procedure for transfer (passing on) of
shares in the authorized fund.
The charter of a LLC with all subsequent amendments
and additions shall be kept with the body that performed its state
registration, and shall be open for familiarization.
The authorized capital of a LLC shall be composed of
the value of contributions of its participants.
The authorized capital shall determine the minimum
amount of the company’s property that secures the interests of its creditors.
The amount of the authorized capital may not be less than the sum determined by
law.
The supreme body of a limited liability company shall
be the general meeting of its
participants.
2. In a limited liability company, an executive body
(collective or single-person) shall be
created, which performs day-to-day management of its
activities and is accountable to the
general meeting of its participants. The executive
body of the company may be also
elected from outside the composition of the company’s
participants.
The competence of the LLC’s executive body, the
procedure for making decisions and acting on behalf of the company, shall be
established by Civil Code, the other law and the charter of the company.
The exclusive competence of the general meeting of a LLC
company shall include:
1) to determine main directions of activities of the
limited liability company and to
approve its plans and reports on their fulfillment;
2) to amend the company's charter and to change the
amount of the authorized
capital;
3) to form and to recall the company's executive body;
4) to establish forms of supervision over the
activities of the executive body, to
create and establish authorities of the respective
supervisory bodies;
5) to approve annual reports and balance sheets, to
distribute the company’s profits
and losses;
6) to resolve an issue of acquisition of a participant’s
share by the company;
7) to expel a participant from the company;
8) to make a decision on liquidation of the company,
to appoint the liquidation
committee, to approve the liquidation balance sheet.
The charter of the company and the law may attribute
the solution of other issues to the
exclusive competence of the general meeting.
A LLC may be liquidated by the decision of the general
meeting of its participants, including in connection with expiration of the
period for which the company was created, as well as by a court decision - in
cases established by the law.
A LLC may be reorganized into a joint-stock company or
a production co-operative.
Original:
Civil Code of Ukraine
Economic Code of Ukraine
The Law of Ukraine "On Business Partnerships"
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