We have prepared for you the main amendments with our comments to the Law of Ukraine “On Amending Certain Laws of Ukraine on Improving the Mechanism of Raiding Countering” signed by the President of Ukraine yesterday.
• A deed on terminating the lease (sublease) agreement for agricultural land by the lessee (sublessee) who is a private law legal entity (except for a joint-stock company or full association and commandite) is a material deed demanding prior approval at the general meeting of the participants or other supreme body of this legal entity (except for cases when the statute of the legal entity directly implies that the deed is not material).
Please mind that amending such agreements may be a real threat for the validity of the agreements yet concluding the relevant supplementary agreements does not constitute a material deed. Thus, the statute shall provide for the prohibition of such agreements by the director if needed.
• The terms for appeals regarding the state registration are changed, and the deadlines for submitting such appeals are defined. For instance, one may submit an appeal against the actions or omissions of the state registrar not later than one year from the adoption of the relevant decision.
• If the list of founders is amended, the state registrar shall check whether the deposit for the relevant shares in the authorized capital has been made.
In this regard, the remedy of controlled share deposit is finally recognized as valid.
• Informing the founders (participants) of legal entities and director of a legal entity by telecommunication means (if the information of such communication means with these persons is present in the Unified State Register) about the submission (acceptance) of documents regarding the registration of such a legal entity in real time.
Considering the amendment made, we recommend the company owners to indicate the relevant contact data in the register.
• Selling the shares in the authorized capital is now impossible if the seller has a debt recorded in the Unified Register of Debtors.
• A range of registration operations which can be conducted automatically using the Single State Web Portal of Electronic Services, specifically:
– state registration of changes of details of the legal entity shall be conducted only based on the details provided by the director of the legal entity in the application and does not demand the decision of the participants of the legal entity, which refers to change of location, type of activities, and contact information of the legal entity;
– state registration of changes of details of the legal entity demanding the decision of the participants (except for the decisions on the size of the authorized (comprehensive) capital, share size, list of participants, and change of director) shall be conducted only with a unanimous decision made by such participants with the confirmation of qualified e-signatures;
– state registration of liquidation of the legal entity or canceling of the decision to liquidate the legal entity.
Thus, the changes in the register of issues set out in clause 1 will not basically demand a minutes of the general meeting.
The law shall become valid two months after its publishing, but some of its clauses shall become valid at a later term.