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LAW OF UKRAINE

of March 15, 2006 No. 3528-IV

About holding companies in Ukraine

(as amended on 26-11-2015)

This Law determines general bases of functioning of holding companies in Ukraine, and also features of their education, activities and liquidation.

Article 1. Determination of terms

1. In this Law terms are used in such value:

the state-owned holding company - the holding company formed in the form of joint-stock company which at least 100 percent of shares belongs to the state;

the state-owned managing holding company - the state-owned holding company, which corporate enterprise can be other state-owned holding company or economic society, the holding corporate block of shares (share, shares) which belongs to the state;

corporate enterprise - economic society, which owns the holding corporate block of shares (share, shares), the holding company uses and disposes;

the holding company - joint-stock company which owns uses and disposes of holding corporate blocks of shares (share, shares) two or more corporate enterprises;

the holding corporate block of shares (share, shares) - the block of shares (share, shares) corporate enterprise exceeding 50 percent or constituting the size which provides the right of decisive influence on economic activity of corporate enterprise of holding company.

Article 2. Legislation of Ukraine on holding companies

1. The legislation of Ukraine on holding companies consists of this Law, the Civil code of Ukraine, the Economic code of Ukraine, the Law of Ukraine "About joint-stock companies", other laws and regulatory legal acts regulating activities of holding companies and their corporate enterprises.

2. The procedure for education, activities and liquidation of holding companies is regulated by the Civil code of Ukraine, the Economic code of Ukraine, the Law of Ukraine "About joint-stock companies" in the part which is not contradicting this Law.

3. If the international treaty of Ukraine which consent to be bound is provided by the Verkhovna Rada of Ukraine establishes other rules, than those which contain in this Law are applied rules of the international treaty.

Article 3. Formation of holding companies

1. Holding companies can be formed:

a) bodies, authorized to manage state-owned property, state bodies of privatization independently or together with other founders by consolidation in the authorized capital of holding corporate blocks of shares (shares, shares);

b) other subjects on contractual bases.

2. In cases, stipulated by the legislation, holding companies are formed on condition of preliminary receipt of permission of relevant organ of the Antimonopoly Committee of Ukraine or the Cabinet of Ministers of Ukraine on concentration, coordinated actions of subjects of housekeeping. Drafts of constituent documents of holding companies which are formed on condition of receipt of the specified permission are subject to coordination with relevant organ of the Antimonopoly Committee of Ukraine.

3. It is excluded according to the Law of Ukraine of 26.11.2015 No. 835-VIII.

4. The holding company acquires the status of the legal entity from the date of state registration of its creation according to the procedure, determined by the Law of Ukraine "About state registration of legal entities, physical persons entrepreneurs and public forming.

Article 4. Decision making about formation of holding company

1. The decision on formation of holding company is made by owners of holding corporate blocks of shares (shares, shares) and drawn up by the relevant agreement.

Article 5. Features of education and activities of holding company

1. The authorized capital of holding company is created at the expense of deposits of founders in the form of holding corporate blocks of shares (shares, shares), and also additional deposits in the form of property, means and the intangible assets necessary for ensuring activities of holding company. The share in form of property, the means and intangible assets necessary for ensuring activities of holding company shall not exceed 20 percent of the authorized capital of holding company.

2. If the agenda of general meeting of shareholders of holding company includes question of alienation of any blocks of shares (shares, shares) corporate enterprises and/or liquidations of holding company, such general meeting is recognized competent on condition of registration for participation of shareholders in it (their representatives) who have more than 80 percent of votes according to the charter of holding company.

Decision making about alienation of any blocks of shares (shares, shares) corporate enterprises or liquidation of holding company is within the exclusive competence of general meeting of holding company. The specified decisions are made by the majority in 3/4 voices of shareholders (their representatives) which were registered for participation in general meeting, taking into account the restrictions set by this Law.

3. The charter of holding company sets restrictions concerning transactions which have the right to make governing bodies of the company, and also issue of securities.

4. Economic society cannot have securities of holding company which corporate enterprise it is in property.

5. Permission of questions is within the exclusive competence of general meeting of holding company:

forming of single financial, investment, production and economic and scientific and technical policy of rather corporate enterprises;

determination of the directions and procedure for use of profit of corporate enterprises;

approval of plans of production and social development of corporate enterprises.

Permission of other questions can be also carried to exclusive competence of general meeting of holding company by the law or the charter.

Article 6. Features of education and activities of the state-owned holding companies

1. The state-owned holding companies are formed by bodies, authorized to manage state-owned property, and/or state bodies of privatization.

Single shareholder of the state-owned holding company from the moment of its education before completion of the procedure of privatization or the termination is the state.

2. Founders of the state-owned holding companies in the course of corporatisation of the state companies are bodies, authorized to manage state-owned property. Founders of the state-owned holding companies in the course of privatization of the state companies are bodies, authorized to manage state-owned property, and/or state bodies of privatization according to the legislation.

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