The need to amend the charter of the company can occur for different reasons: starting from the name change of the organization and ending with the relocation of the company to a new location for activities. Any amendments to the company’s charter are subject to mandatory registration of such changes in the USREOU, by state registrar. In other way third parties will be considered null and void such changes.
The Law of Ukraine “On State Registration of Legal Entities and Individual Entrepreneurs” does not determine the list of all the changes that may be made to the charter, but defines a part of them, whose registration in the state register – is required.:
- Change the name of the company;
- Change of registered office;
- The change in the authorized capital;
- Opening of branches of the company and changes in them;
- Change of economic activities of the enterprise;
- Regulation about profit sharing;
- Formation of reserve funds;
- Definition of the term of office of the head;
- Reform of the governing bodies of the company.
According to Ukrainian law, amendments to the articles of association is possible in two ways: first – is to edit the old version, and the second – the preparation of amendments to the Articles.
It is much easier to prepare a new version of the statute, as it is usually not required to change one item of the document, due to the existence of new laws regulating certain provisions as well as the decision of the members of the organization. Old charter loses its effect after registration of the new statute. All of the registration mark and introduction of amendments taken from the new version of the statute.
If an charter being done addition, all changes are recorded in a separate appendix to the charter, which then becomes an integral part of the document after registration. On the front page of the statute is put mark for changes listed in the appendix. To register a new version of the statute, if there is a supplement, you need a decision on this add-on changes and new additions edition.
Registration of amendments to the charter, takes place in the manner prescribed by the Law of Ukraine “On State Registration of Legal Entities and Individual Entrepreneurs”. In order to register a new constituent documents (changes in old ones) need to perform the following steps:
- Conduct meeting of the founders at which by voting the decision to amend the articles of incorporation. The result will be a meeting of the founders’ meeting protocol. Assure the document in due course.
- Fill in the registration form (Application). Assure the document in due course.
- Collect the documents needed for the submission of the state registrar: the new Statute in two copies, receipt of payment of the registration fee, additional document relating to the cases prescribed by law (contract of sale, a statement of withdrawal), a power of attorney and a representative of the passport.
- Post all of the above documents to the state registrar.
Depending on the nature of the actions may require additional documents, such as for example, the Court’s decisions. Submit a package of documents in several ways: in person at the reception in the administration, by mail or electronic version.
Return to the content in the article: about making changes to the charter; changes requiring the change of the charter; ways of changing the articles of association; registering changes to the statute; additional documents.