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Registration of business and corporate changes during martial law

Business in Ukraine continues to operate. As part of its activities, it faces the need for state registration of legal entities, as well as registration of changes to the information on legal entities contained in the Unified State Register of Legal Entities, Individuals – Entrepreneurs, and Public Associations.

Such necessity may occur for a number of reasons:

  • the need to change the head of a legal entity due to his absence in Ukraine, or the inability to perform his duties;
  • the need to terminate or incorporate a legal entity due to changes in the economic situation;
  • the need to change the location of the legal entity;
  • the need to create public associations in order to meet certain social needs that arose during the war, etc.

The Ministry of Justice has provided the opportunity to carry out most possible registration actions, but they are carried out with certain features and restrictions.

1. Exclusive list of registration actions carried out by state registrars, in particular, state registration of:

  • creation of charitable organizations and public associations and changes to the information about them, including the charters;
  • creation of limited liability companies;
  • changes to the information on the head of the legal entity and on other persons (if any) who may act on behalf of the legal entity, except for public associations;
  • changes of the registered office of the legal entity;
  • changes to the constituent documents of the legal entity, except in cases when such changes involve a change in the size of the authorized capital, a change in the composition of the founders (participants), and/or the size of their shares;
  • changes in the types of economic activity of a legal entity;
  • creation of a separate subdivision of a legal entity, changes to the information on a separate subdivision of a legal entity, termination of a separate subdivision of a legal entity;
  • changes to the information on a separate subdivision of a foreign non-governmental organization, representative office, branch of a foreign charitable organization;
  • a decision on termination of the legal entity.

2. Limited range of entities that can perform registration actions. These currently include state registrars and other officials of the Ministry of Justice, who are included in the special list of state registrars of the Ministry of Justice, and notaries included in the approved by the Ministry of Justice list of notaries who, in martial law, perform notarial acts in respect of valuable property.

We shall note that in practice, under the conditions of martial law, there can be certain features of the procedure of carrying out the state registration and certain complications at its carrying out. However, state registration of corporate changes is possible, and GOLAW, in turn, has practical experience in conducting registration actions in accordance with the procedure established by law.

How may we be of your service:

  • Advising on state registration (incorporation/reorganization/termination of legal entities) and other registration actions;
  • Legal support of company head change and other corporate changes;
  • Organization of notarization of documents and preparation of a package of documents for state registration;
  • Support of state registration and communication with state registrars.

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