Change of Founder of LLC and CJSC (JSC)

In accordance with Article 24 of the Law of Ukraine On Limited Liability Companies – a member of an LLC whose share in the LLC’s charter capital is less than 50 percent may leave the company at any time without the consent of the other members.

If a member of an LLC holds 50 percent or more of the charter capital, they may leave the LLC only with the consent of the other members. The decision to grant consent for a member’s exit from the LLC may be made within one month from the date of submission of the member’s application, unless a different period is provided by the charter.

If the exit of a member requires the consent of the other members of the LLC, they may exit within one month from the date such consent is provided by the last member, unless a shorter period is specified by that consent.

Changing a founder falls within the competence of the company’s highest governing body – the meeting of founders. By law, this meeting has the right to make such decisions only if founders whose share in the charter capital constitutes more than 60% of the company’s total charter capital are present.

In Ukraine, changes in founders are most characteristic for limited liability companies. A change in the composition of an LLC’s founders involves the entry/exit of one or several of its members. The simultaneous entry of a new founder (participant) is not mandatory.

From the moment of company registration, the legislation equates the concepts of “founder” and “member”. Therefore, changing the composition of an LLC’s founders is a procedure related to the change of a member. One can leave the membership by selling or transferring their share of the charter capital. A member may sell or transfer their share to the company, to one of the members, or to a third party.

It should be noted that changing a founder of an LLC does not necessarily imply mandatory amendments to the charter. If your charter is not brought into compliance with the Law of Ukraine On LLCs and it contains data of all participants, you can amend the charter by carrying out a separate registration action. Please note that when carrying out the procedure for changing members, you cannot combine this action with other changes to your LLC. For this purpose, a meeting is held at which this issue is put on the agenda. The result of the meeting is its Protocol (minutes).

The specific list of documents may change depending on your situation. In addition, to change a founder of an LLC on a legal basis, you need to obtain an extract from the state registrar – documentary confirmation of the legal actions.

It should be noted that changes to a founder’s passport data, for example a change of the founder’s surname, also require amendments to the charter. Changing the sole founder in an LLC occurs by transferring 100% of the company’s assets to another person – an individual or a legal entity. The change of a founder in a Closed Joint-Stock Company (ZAO/ChAO) is a more complex and protracted process, as it involves interaction with regulatory bodies such as the National Securities and Stock Market Commission and the National Depository of Ukraine.

Specialists of the law firm “Nakaz” provide legal support for corporate activities in Kyiv. We will properly assemble the package of documents, accompany you during the notarization, and file for registration. Alternatively, you can change the founder yourself. In that case, you must be confident in the correctness of the prepared, properly certified, and submitted documents; this will help avoid an unjustified refusal of registration. In Kyiv, the number of legal entities significantly exceeds the authorities that serve them, so you may encounter delays in queues; therefore, find out the days of document reception/issuance in advance.

To prepare the documents we need to receive the following information by email:

• Information about the distribution of the company’s charter capital
• Founders’ passport data and TIN codes;
• A copy of the passport and identification number of the new participant.

To change the founder, we need the following from you: