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LAW OF UKRAINE

of February 6, 2018 No. 2275-VIII

(as amended on 15-07-2021)

About societies with the limited and accessorial liability

Chapter I. General provisions

Article 1. Scope of the law

1. This Law determines legal status of limited liability companies and additional liability companies (further - society), procedure for their creation, activities and termination, the right and obligation of their participants.

2. Legal status of limited liability companies and additional liability companies in spheres of insurance and investing activities, in the field of production of agricultural products, and also in other fields of activity, procedure for their creation, activities and termination are regulated by this Law taking into account the features provided by special laws.

3. Management of limited liability companies and additional liability companies in which authorized capital there is share of the state or local government bodies is regulated by this Law taking into account the features provided by special laws.

Article 2. Responsibility of members of society who not completely made contributions

1. Members of society who not completely made contributions bear joint liability according to its obligations within the cost of not brought part of contribution of each of participants.

Article 3. Responsibility of society

1. Society bears responsibility according to the obligations all property belonging to it.

2. Society does not answer for obligations the participants.

Article 4. Members of society

1. The number of members of society is not limited.

Article 5. Rights of members of society

1. Members of society have the following rights:

1) to participate in the management of society according to the procedure provided by this Law and the charter of society;

2) to obtain information on economic activity of society;

3) to take part in profit distribution of society;

To receive 4) in case of liquidation of society the part of property which remained after settlings with creditors or its cost.

2. The member of society can establish the requirement of the notarial attestation of authenticity of own signature in case of decision making concerning activities conforming societies and/or requirements of the notarial certificate of the agreement which subject is the share of such participant in the authorized (share) capital of the relevant society and to cancel such requirement, data on what are entered in the Unified State Register of Legal Entities, physical persons entrepreneurs and public forming according to the procedure, determined by the law. Such requirement of the participant or cancellation by the participant of this requirement is the unilateral transaction and is subject to the obligatory notarial certificate.

3. Members of society can have other rights provided by the law and the charter of society.

Article 6. Obligations of members of society

1. Members of society shall:

1) to observe the charter;

2) to carry out decisions of general meeting of members of society.

2. Participants can have the obligations established by the law and the charter of society.

Article 7. Corporate agreement

1. The agreement under which members of society shall exercise the rights and powers definitely or to abstain from their realization (further - the corporate agreement), is non-paid and is made in writing. The corporate agreement which does not conform to these requirements is insignificant. Society and the third parties can also be the party of the corporate agreement.

2. Date of the conclusion and effective period of the corporate agreement are determined in the agreement.

3. The corporate agreement can provide conditions or procedure for determination of conditions to whom the participant has the right or shall purchase or sell share in the authorized capital (its part), and also to determine cases when such right or obligation arises.

4. The corporate agreement which establishes obligation of participants to provide vote as directed of governing bodies of society, is insignificant.

5. Contents of the corporate agreement are not subject to disclosure and are confidential if other is not established by the law or the agreement. The corporate agreement which party is the state, territorial community, the state or municipal company or the legal entity in whose authorized capital 25 and more percent directly or indirectly belong to the state or territorial community will be promulgated within 10 days from the moment of its conclusion by placement on the website of relevant organ of the government, local government body.

6. The agreement signed by the party of the corporate agreement in defiance of such corporate agreement is insignificant if other agreement party knew or shall know about such violation.

Article 8. The irrevocable power of attorney from corporate laws

1. If the power of attorney is issued for the purpose of execution or ensuring obligation fulfillment of members of the parties of the corporate agreement which subject are the rights to share in the authorized capital or powers of participants, the principal can specify in the power of attorney that before the termination of its term it cannot be cancelled without the consent of the representative or can be cancelled only in the cases provided in the power of attorney (the irrevocable power of attorney).

2. The irrevocable power of attorney stops in case of the termination of the obligation, for execution or ensuring execution of which it is issued.

3. In case of violation of the rights and interests of the principal the representative upon the demand of the principal shall stop to use the irrevocable power of attorney and to refuse it. In case of dispute the irrevocable power of attorney can be repealed by court.

4. The irrevocable power of attorney is subject to the notarial certificate.

5. Person to whom the irrevocable power of attorney is issued cannot subcontract making of actions on which he was authorized, to other person if other is not provided in the power of attorney.

Chapter II. Creation of society

Article 9. Name of society

1. The name of society shall contain the name of society, and also form of business (limited liability company, additional liability company).

2. Society can have the abbreviated name in Ukrainian, the full and abbreviated name in foreign languages.

Article 10. Creation of society

1. Creation of society happens according to the decision of his founders.

2. If society is created by several persons, such persons in case of need of determination of relations between them concerning creation of society can sign the constitutive treaty of society in writing. The agreement on creation of society can establish procedure for organization of society, condition of implementation of general activities concerning creation of society, the size of the authorized capital, share in the authorized capital of each of participants, terms and procedure for introduction of deposits and other conditions. The agreement on creation of society is effective about day of state registration of society if other is not established by the agreement or does not follow from obligation essence.

Article 11. Charter of society

1. The constituent document of society is the charter.

2. The first edition of the charter of society is signed by all members of society. Authenticity of signatures of participants makes sure notarially.

3. Changes in the charter of society and the first edition of the charter of the society created as a result of reorganization are signed by members of society who voted for the decision on introduction of such changes or on approval of the first edition of the charter, or person authorized on it by body which made such decision if it is provided by the charter. Authenticity of signatures of participants or the authorized person makes sure notarially.

4. If society is created as a result of reorganization, and at the same time members of society will have smaller amount of the rights on alienation of the shares or on exit from society, than members (shareholders) of the right predecessor had or if such rights are narrower or more limited in comparison with the rights of participants (shareholders) of right predecessor, the first edition of the charter of such society is accepted by the unanimous decision of all participants and is signed according to the procedure, determined by part two of this Article.

5. In the charter of society data are specified:

1) the complete and reduced (in the presence) name of society;

2) governing bodies of society, their competence, procedure for adoption of decisions by them;

3) procedure for the accession to society and exit from it.

6. The charter of society may contain other data which are not contradicting the law.

7. Provisions of parts two - the fifth this Article are not applied to model charters of society.

8. The model charter of society is multiple and provides possibility of election of its various editions, including edition "by default" which is created of the provisions recommended by the Cabinet of Ministers of Ukraine.

9. The name of society which acts on the basis of the model charter the list of founders (participants), the size of the authorized capital, the size of shares in the authorized capital of each of participants, method of introduction of deposits by them (in cash and/or non-cash form) are determined by the relevant decision of founders (participants) of society.

10. The decision of founders on creation of society, acts on the basis of the model charter, and the decision of participants on implementation of activities based on the model charter are signed by all founders (participants). The decision of participants on transition of society from the model charter, on activities based on the charter and the decision of participants on change of edition of the model charter, on the basis of which society acts are signed by participants who voted for the relevant decision. Authenticity of signatures of founders (participants) or the authorized person makes sure notarially, except the decisions created on the portal of electronic services and signed with use of the qualified digital signature.

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