Registration of an enterprise, in particular the success of its implementation, depends on the correct preparation of constituent documents, which means:
- provide the registrar with an exhaustive list of required constituent documents for an enterprise of a certain organizational and legal form
- draw up documents in such a way that they meet the requirements of the law, as well as determine the goals of creating an enterprise and its subsequent activities
Thus, the preparation of constituent documents is a very important stage on which success depends. company registration. Based on them, the organizational and legal form, the procedure for resolving issues, the appointment, resignation and powers of the enterprise's management bodies are determined.
We will provide advice on the list of constituent documents, depending on the organizational and legal form of the enterprise being created, we will draw up (prepare) constituent documents for submission to the registrar.
We will prepare the following constituent documents:
- the protocol on the establishment of the enterprise and the election of the director and we will enter information about the founders and the director into the protocol
- the form for registration of the enterprise and enter information into it
- charter and enter information into the charter
- act and enter information into the act
According to the legislation of Ukraine, enterprises operate on the basis of constituent documents, which are approved by the founder (founders) of the enterprise.
Depending on the organizational and legal form of the company, the constituent documents may be:
- memorandum of association
- both of these documents together
For enterprises of various organizational and legal forms, different constituent documents are used.
For a private enterprise, such a constituent document is the charter.
The founding document of a general partnership and a limited partnership is the memorandum of association.
The founding document of a joint-stock company, limited liability company and additional liability company is the charter.
Contents of the memorandum of association
The articles of association or memorandum of association must contain the following information:
- type of society
- the subject and goals of its activities
- name of the company (the full name must be indicated, you can also indicate a short name, it must contain an indication of its organizational and legal form, for full companies and limited companies - the names (names) of the participants in the company who bear additional liability for the obligations of the company with all their property, and also other relevant information.)
- composition of founders and participants
- the composition and competence of the company's bodies and the procedure for their decision-making, including the list of issues on which unanimity or a qualified majority of votes is required
- the amount and procedure for the formation of the authorized capital
- distribution of profits and losses
- management and control bodies, their competence
- conditions for reorganization and liquidation
The charter may contain other information that does not contradict the law. This is even welcome if the participants have a serious approach to the establishment of a company or doubts about the integrity of partners. In any case, it is necessary to provide for a condition on the notarial procedure for concluding a transaction for the assignment of shares in the company, as well as the mandatory consent of other owners (with a pre-emptive right to purchase) for the sale of a share. This will help to provide more or less reliable protection of the company's capital from raider seizures.
Constituent documents are approved by the decision of the founder, if there are two or more owners or bodies authorized by them. Such a decision is the minutes of the constituent assembly, it is signed by the chairman and the secretary of the meeting.
Minutes of the founding meeting
The protocol includes:
- list of attendees
- date and protocol number
- voting questions
- Voting results
Constituent documents are signed by the founder (founders), stitched and numbered. If the owner (owners) of a business entity is an individual (individuals), then her (their) signature (s) on the constituent documents is certified by a notary. And if the founder (founders) is a legal entity, then the signatures of the relevant officials are certified by the seals of this legal entity. Constituent documents should not contain provisions that contradict the law.
We also note that the founder has the right to reserve the name of a legal entity for a period of two months, and for open joint-stock companies - for a period of nine months.
We also provide name reservation services for legal entities.
Some time after the registration of the enterprise, it may be necessary to make changes.
This may be due to the change of director, the addition of new activities, changes in the name, address, composition of the founders, the size of the authorized capital.
If such a need arises, we are ready to solve the following tasks for you.
Amendments to constituent documents
Amendments to the statutory documents
- change of director
- services for registering changes in the composition of the founders
- registration of changes in the size of the authorized capital
- change of legal address
- name change
- change in activities (KVED)
- Obtaining an Extract (Vityag) from the Unified State Register (Unified State Register)
- Obtaining an Extract from the USR (Unified State Register)