– in the order and according to the norms of the Legislation of Ukraine (including statutory), etc. questions, specific for each particular shape. документов.
In Ukraine operates Classificator Organizational – Legal Forms of Economic Activity (COLFEA). In COLFEA includes all accepted forms of organization enterprises in Ukraine.
Among all organizational – legal forms, the most popular are the following:
- SEA (subject entrepreneurial activity)/ PFE (physical face entrepreneur).
- PE (private enterprise).
3. Economic companies:
- LLC (limited liability companies),
- JSC (joint-stock company).
4. Association of Legal Entities:
5. Public Union:
- UCAB (unification of co-owners of an apartment building),
- Public organization,
- PP (political party),
6. Other organizational forms:
- Filial branch / Representation.
Brief description of the above, the popular legal forms of legal entities.
– physical face, which for conducting economic activities registered as an entrepreneur without legal entity status. Activities are regulated the provisions of Chapter 5, «Physical face – entrepreneur” st.50-54 Civil Code of Ukraine. To carry out activities PFE do not need a statute, no need to form a statutory fund, conducting economic activities can occur with stamp or without it, including those without opening bank account.
SEA can be any physical face. The right on to unimpeded exercise of entrepreneurial activity, regular receipt a profit by use of property, sales of goods, works or provision of services guaranteed the Constitution of Ukraine.
PFE is responsible for obligations associated with entrepreneurial activity, with all their property, except property on which by law can not be directed the fines. Physical face who is unable to meet claims of creditors related with the implementation of its business activities, can be recognized as bankrupt in the order established by law.
– belongs to economic enterprises. Activities are PE regulated by the provisions of Chapter 11, «Private enterprises. Other kinds of businesses» st.113-117 Economic Code of Ukraine. Participants of the PE can be: individuals, legal, including foreigners. Restrictions for the minimum number of participants for the registration PE Legalization is not have, to register is enough a one participant. At the same time in a PE can participate several faces. Private enterprise recognized enterprise only if it carries out its activities on private property. The supreme management body PE are their owners. The owner of a private enterprise may use their right to manage the enterprise personally, or delegate the right for management of the enterprise to director, taking it for this position. Director has the right, without the power of attorney to represent the interests PE to third parties, on their own behalf to conclude contracts, to opening and closing a bank account, to issue power of attorney to sign documents of the enterprise, etc..
– belongs to the economic companies. Activity of LLC regulated by the Law of Ukraine “On Economic Companies”, including the provisions st.140-151 Civil Code of Ukraine, st. 79-92 of the Commercial Code of Ukraine. Company members can be: physical face, legal entities, including foreigner. Number of LLC participants can be from 1 to 100 participants. Participants carry out activities on the basis of the Statute. Participant that is involved in LLC is the proprietor of the corporate rights which determine its of the right to management of enterprise. Statut installed statutory capital, which determines the rights of participants for management of the Company (the size of members right contributions by the statutory fund). Contributions to the statutory capital can be as property and cash. Participants are responsible for financial and economic activity the enterprise in proportion to their contributions to the charter capital of the company. For company in their turn does not arise obligations to third parties for the debts of the participant. Than actually and conditioned the popularity of this organizational – legal form. Enterprise managed by executive body (collegial – the board of directors, which is led by the Head, or single-face – head). The head – is the hired worker who has the right to represent the interests of the Company without power of attorney, or a person from among the of Company members. Head is liable for the results of financial and economic activity of the enterprise, takes his own decisions and completely organizes the activity of the enterprise, maintains its accounting records, delivers the reports. The Head includes the obligation to implement the decisions of the supreme body of the Company.
– belongs to the economic companies. Activity of JSC regulated by the Law of Ukraine “On Business Associations”, including the provisions of the st.152-162 Civil Code of Ukraine, Art. 79-92 of the Commercial Code of Ukraine. Company members can be: individuals, legal entities, including foreigners. The joint stock company is created by one or several persons. SA may also be open or closed, public.
– Shares of open joint stock company may be distributed through open subscription and the the purchase and sale on the exchanges. Participants of the open society may alienate their shares without consent of other of shareholders and society.
– Shares of closed joint stock company are distributed between shareholders and can not be distributed through a subscription, bought and sold on an exchange. closed joint stock company have preemptive right to purchase shares that are sold by other shareholders of the society.
Activities of members (shareholders) performed on the basis of the statute. Articles of Association (constituent document) must contain information on: the number of shares as of shares and their cost consequences if non-fulfillment of of obligations related to share issuance. Rights of participants of shareholders determined by the amount of shares. Statute defines the size of of authorized capital and number of shares which it is distributed. The participants (shareholders) of the company shall bear the risk of losses equal to the cost their shares.
– a temporary association of legal entities created for the purpose of implementing the statutory goals (of projects and programs) for a profit association member. An activity of the Consortium is governed by the provisions of Chapter 12, “Business Combinations” st.118-127 Economic Code of Ukraine. The consortium created by two or more legal entities. The participants carry out their activities on the basis of constituent documents (statutory contract). The founding document of must be information about: purpose and object of economic activity, the composition and competence of its management bodies, decision-making procedures, profit and loss distribution, the order of formation of the property, the conditions of its of liquidation and reorganization. Founders define the procedure of joint activities with respect to of his education, the conditions of transfer to it of property, the order of profit distribution, etc. The participants Consortium have the right: to voluntarily withdraw from the consortium, to receive from a consortium of information related to the interests of the company, to be a member of other economic associations, to receive part of the profits from the activity, according to the contract. Executive body of Consortium may be collegial – the board of directors, which is chaired by the head, or the single-face – the head. In the case of achieving the goal of creating a consortium it may terminate its activities at the request of participants.
– association of legal entities created for the purpose of implementing the statutory goals (of projects and programs) for a profit corporation members. The Corporation’s operations are regulated by the provisions of Chapter 12, “Business Combinations” st.118-127 Economic Code of Ukraine. Participants can only be legal entities. The participants carry out their activities on the basis of founding document (statutory contract). The founding document contains: purpose and object of economic activity, the composition and competence of its management bodies, decision-making procedures, profit and loss distribution, the order of formation of the property, the conditions of its of liquidation and reorganization the Executive of the Corporation authority may be a collective – the board of directors, which is chaired by the head or single-face – head. Corporation is created based on of interests businesses and the is a treaty a union of. When creating each participant of the Corporation delegated by a representative for the Corporation (the supreme body of the corporation) control. Each representative shall be entitled to one vote, and decisions are made based on the procedures prescribed in the charter document.
– contractual association created for the realization of the objectives defined by its participants. The Association is governed by the provisions of Chapter 12, “Business Combinations” st.118-127 Economic Code of Ukraine. Participants can be individuals and legal entities. Association is mainly created for non-commercial purposes (public). The minimum number of three participants. Participants operate on the basis of a founding document (Statute). The statute of the association must be stated that it is a business organization, as well as the name and location, object and purpose of economic activity, the composition and competence of its management bodies, decision-making procedures, profit and loss distribution, the order of formation of the property, the conditions of its liquidation and reorganization, if the association is not a commercial organization charter is to define the objectives that the association has the right to finance. The highest governing body of the association is the Association of Congress. The Congress is convened by the Management Board at least once every two years. Executive Body may be collegial – the board of directors, which is chaired by the head, or the single-face – the head. The association is liable with all its assets and shall not be liable for the obligations of its members (participants). Members (participants) of the association is not liable for its obligations, unless the law or the articles of association provides for the subsidiary liability of its members.
– an association of legal entities, based on the principles of corporate membership. The activities of the Union is governed by the provisions of Chapter 12, “Business Combinations” st.118-127 Economic Code of Ukraine. The number of founders of the Union may not be less than two persons. Members (participants) can be legal persons of private law, including associations with legal personality, natural persons. Members of the Union retain their independence and rights of legal entities and they have the right to participate in managing the affairs of the Union on an equal footing with other members (participants). The activities shall be governed by the founding document (statute). The statute of the Union should be given about: the purpose of the union, composition, name and location of the status of the union, the order of allocation of property, etc. Reorganization and liquidation of the union comes under the general rules of reorganization and liquidation of legal entities. Minutes of the constituent meeting of the public association must contain information about: the date and venue of the constituent assembly, the people who took part in the constituent assembly, the decision on the establishment of a public association with indication of the purpose of its activities, the decision on the definition of the name and if available – abbreviated name of the public association, the decision approving the charter of the public association (if any), etc.
– a legal entity created by the owners of residential and non-residential building. It is regulated by the Law of Ukraine “On the unification of co-owners of apartment buildings.” UCAB created on the basis of joint property rights, and carries only administrative authority and does not become the owner of the house in general – co-owners of the house are the owners of apartments and commercial premises. Condominiums owned subsidiary premises and land, as a legal entity. According to one address can be registered with only one condominium. To create an association shall convene a constituent assembly. The activities include the operation of accounting condominium housing and communal services: transit account (utility) payments, fees and charges of co-owners of apartment buildings, rental of auxiliary facilities at home, and payment of salaries to employees, etc. The next general meeting of the members of the association are convened by the board at least 1 time per year, usually at the end of the calendar year for the consideration of the effects of activities of the association. The management bodies of the UCAB is the general meeting of members. To control the number of condominium members elected by the board activities. Among the members of the board shall be elected Chairman of the Board – a person who has a fixed legally authority on behalf of the condominium as a legal entity. Chairman of the Board is not the sole figure on the implementation of the control functions and does not make decisions alone, but only as part of his duties, on the basis of the decisions of the Board and General Meeting.
– a legal entity created by natural or legal persons who have voluntarily joined together to conduct joint economic activities. The activity of the cooperative is governed by the Law of Ukraine “On Cooperation”. The number of participants can not be less than three persons. The duties of the cooperative representative (manager) included: the organization of activities of the Board in accordance with applicable law, giving instructions and orders to all officers of the cooperative entities (partnerships), concluded on behalf of the co-operative society (partnership) with the permission of the board of commercial contracts with resource-supplying and service organizations, the organization provides utilities and other services, etc.. The representative is responsible for: organization of office on the board, organization of registration and storage of documents, correctness of the conclusion of contracts, the failure to take decisions on the content and structure of the operation, the timeliness and completeness of tax payment. General meeting of cooperative members may be ordinary and extraordinary. The next general meeting of cooperative members shall be convened by the board or the chairman of the cooperative, if necessary, but not less than once a year, the fiscal year end. An extraordinary general meeting of the members of the cooperative may be convened at any time by a decision of the Board (Chairman) of the cooperative or on the initiative of not less than one third of the cooperative members, unless otherwise provided by statute. The decision of the general meeting of members (meeting of authorized representatives) of the cooperative are taken in accordance with its Articles of Association by open or secret ballot.
– public association founded by individuals. An activity of civil organizations is governed by the Law of Ukraine “On Public Associations”. The founders of public organizations may be citizens of Ukraine, foreigners and stateless persons (upon reaching 14 years of age) who are in Ukraine on legal grounds. The number of participants is not less than two persons. The Charter must have information about: name, purpose, and direction of activity, procedure for the acquisition and termination of membership rights and obligations of members, etc. Everyone has the right freely at any time in the manner prescribed by the articles of association, to terminate membership (participation) in public organizations. Education of the public association takes place at the constituent assembly, during which the shareholders determine the name of the goals and objectives of the activities, as well as organizational and legal form. Such activities are registered in the minutes, which should contain information about: the date and venue of the constituent assembly, the persons who took part in the constituent assembly (as part of the eleventh of this article), the decision to establish a public association with indication of the purpose (s) of its activities, the definition of a decision the name and if available – abbreviated name of the public association. Executive body of a public organization can be a collective – the board of directors, which is chaired by the head, or the single-face – the head.
– a public association, the organization of the permanent type, created for realization of the legitimate political goals and interests of the citizens of Ukraine, participating in it on a voluntary basis. PP activities regulated by the Law of Ukraine “On political parties in Ukraine”. Members of political parties may only be citizens of Ukraine. Charter PP must have a information about: the name of a political party, list of statutory bodies, the procedure for their formation, their powers and terms of office, the order of entry into a political party, the termination and suspension of membership in it, etc. Restrictions on membership in political parties are established exclusively by the Constitution and laws of Ukraine. Political parties may not have paramilitary formations. The creation and activity of organizational structures of political parties in the executive and judicial power and executive bodies of local self-government, military formations, and also in state enterprises, schools and other public institutions and organizations. The decision to establish a political party adopted at its founding congress (conference, meeting). This solution must be supported by the signatures of at least 10,000 citizens of Ukraine. At the founding congress (conference, meeting) of a political party shall be approved by the charter and program of the political party elected its governing and auditing bodies. The activities of a political party may only be carried out after its registration. Political parties have the right: to operate freely within the limits provided by the Constitution of Ukraine, this Law and other laws of Ukraine, to participate in the election of the President of Ukraine, Verkhovna Rada of Ukraine to use state media, as well as establish their own media, as provided relevant laws of Ukraine. Not allowed the activities of unregistered political parties.
– a separate subdivision of a legal entity located outside of its location and performing all or part of its functions. Activity of branches is regulated by the provisions of Chapter 7, “The general situation of the legal entity”, Art. 80-112 of the Civil Code of Ukraine. Branches and representative offices are not legal entities. A legal entity that creates a branch or representative office shall appoint the heads of acting on the basis of power of attorney issued by them. Information about branches and representative offices of a legal entity included in the Unified State Register. Branch Manager may be subject to as a supreme body of the main legal entity and the head, depending on what is written in the charter of the enterprise. Moreover, if the decision on the activities of the branch accept the supreme body of the main legal entity that performs the decision of the meeting the head of the main legal entity, and accordingly provides instruction.
Return to the content in the article:
- description of the organizational and legal forms of legal entities;
- about organizational forms of business;
- a list of the most popular forms of activity;
- about the individual entrepreneur (FLP);
- about a private enterprise (PE);
- about a limited liability company (LLC);
- about the joint-stock company (JSC);
- about the consortium;
- about the corporation;
- about the association;
- about the union;
- about the association of co-owners of a multi-apartment building (AJOAH);
- about the cooperative;
- about the public organization;
- about a political party;
- about the branch.