Registration of ZAO (ChAO)

Registration of a Private Joint-Stock Company in Kyiv

Registration of a closed joint-stock company is a very labor-intensive process that requires a lot of time and effort. Registration of a ZAO is carried out by our lawyers as quickly as possible; they will independently prepare all the necessary documents and handle their processing with all government authorities.

How we work

Consultation

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Payment

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Before considering registration matters, let us clarify the abbreviations used.

It should be noted that in the Ukrainian version the abbreviations look like this: it was ZAT (закрите акціонерне товариство) – became PrAT (приватне акціонерне товариство). In the future, the use of the abbreviations ZAT or PrAT will be inappropriate; instead — traditionally ZAO, and now also ChAO.

So, what you should know before opening a closed joint-stock company (ZAO):

1. A joint-stock company is characterized by the presence of registered securities — shares — which give the right to participate in the management of the company and to receive profits (dividends). Most often, a company issues ordinary shares, in which case 1 share = 1 vote. However, there are also preferred shares, which give their owners special rights to receive profits.
2. Legislation establishes a minimum size of the authorized capital — not less than 1250 minimum wages, which is 1,522,500 UAH.
3. The activities of a joint-stock company are subject to oversight by the Antimonopoly Committee of Ukraine, the National Commission on Securities and Stock Market, and the National Depository of Ukraine.

Who can open a ZAO

The right to establish a ZAO is held by individuals and legal entities, the state, and a territorial community through its authorized bodies.

If you have decided to create a company, you must follow the procedure for registering a ZAO:

1. Holding a meeting at which two main issues are decided: the establishment of the company and the closed (private) placement of shares.
2. Submission of documents to the National Commission on Securities and Stock Market (НКЦБФР) for registration of the share issue.
3. The placement of securities, carried out by the Commission, after which it issues a temporary certificate of registration of the share issue.
4. Assignment of an international identification number to the securities (ISIN code).
5. Conclusion of an agreement with a depository or with a registrar of registered securities.
6. Closed (private) placement of shares within the company (among the founders). At this stage, their full cost is paid.
7. Holding the constituent meeting, at which the placement results are approved, the charter is adopted, governing bodies are formed, and so on. It should be noted that the meeting must be held within three months from the date of full payment of the shares.
8. State registration of the ZAO (ChAO) with the relevant authorities.
9. Submission of a report to the National Commission on Securities and Stock Market (НКЦБФР) on the results of the share placement, which the Commission registers and issues the corresponding certificate.
10. The founders receive the document confirming ownership of the shares.

Registration of a ZAO (ChAO) requires holding a constituent meeting that must fully comply with the law. Particular attention should be paid to the approval of the charter, since the founders must cast 100% of their votes in favor of this issue at the vote.

Registration services for ZAO (ChAO) from the law firm “Nakaz”

Our lawyers have extensive experience in registration matters, so they do their work as efficiently and quickly as possible! Thanks to their knowledge of the nuances of drafting founding documents, they are able to implement all client wishes down to the smallest detail. Our specialists will independently prepare and process the documents with all government authorities.

The registration services for ZAO (ChAO) include:

• assistance in choosing a name;
• determination of the company’s lines of activity (KVEDs);
• holding the meeting to establish the JSC;
• drafting the charter;
• assistance with the private placement of shares by the Commission and obtaining the temporary certificate;
• assistance in concluding an agreement for securities servicing;
• holding the constituent meeting;
• preparation and submission of the package of documents to the registration service;
• obtaining an extract from the Unified State Register as confirmation of state registration;
• obtaining the Certificate confirming registration of the share issue (this document is issued by the National Commission on Securities and Stock Market (НКЦБФР));
• registration of the company with the fiscal service, the pension fund, social insurance funds, and statistical authorities (EDRPOU);
• manufacture of the company seal;
• assistance to the company in conducting banking operations.

If you do not have the time to deal with all of this and you need a fast result — our specialists provide turnkey registration of a ZAO; the price for the service is agreed individually. If you have any questions about how to register a ZAO — we will be happy to help you sort everything out!

What is required from you to create a JSC

The most important thing is the willingness of all shareholders to create the company. Experience shows that all the efforts of our lawyers will be in vain if there is internal disagreement among future shareholders even before the legal entity is established.

So, if you are set on opening a ZAO, send us the following information by email:

• the desired nominal value of the shares and their quantity;
• the number of shareholders and the passport details of each of them;
• the company’s lines of activity;
• location (legal address).

It should be noted that the process of creating a JSC involves the direct participation of the founders, for example, presence at a notary or at a banking institution.

Legislation:

Law of Ukraine “On Joint-Stock Companies” dated 17.09.2008 No. 514-VI;

Law of Ukraine “On State Registration of Legal Entities and Individual Entrepreneurs” dated 15.05.2003 No. 755-IV.