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LAW OF UKRAINE

of July 13, 2021 No. 1630-IX

About features of reforming of the companies of defense industry complex of the state pattern of ownership

This Law determines features of legal, economic and organizational regulation of transformation of Ukroboronprom State concern to joint-stock company, the state unitary enterprises, including the state companies which are part of Ukroboronprom State concern - in economic societies, managements and orders of their property and is aimed at providing defense capability, economic safety and protection of interests of the state.

Section I General provisions

Article 1. Determination of terms

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

1) economic society in defense industry complex:

society;

economic society, powers on management of corporate laws of the state concerning which are transferred to the authorized subject of control;

economic society, the block of shares (share in the authorized capital) of which belongs or is in management of the authorized subject of management;

the economic society created with participation of the authorized subject of management;

2) the company - the state unitary enterprise, including the state company which is member of Ukroboronprom State concern, the company formed as a result of reorganization (merge, accession, separation) or allocations from such companies;

3) creation of society - complex of legal, organizational and other actions for transformation of the company to society;

4) subject of management - Cabinet of Ministers of Ukraine;

5) society - the legal entity created as a result of transformation of the company to economic society;

6) authorized subject of management:

Ukroboronprom state concern which is authorized subject of managing on management of objects of state-owned property in defense industry complex before its transformation to joint-stock company;

the joint-stock company created by the subject of management by transformation of Ukroboronprom State concern from the date of its state registration (further - joint-stock company).

2. Other terms are used in this Law in the values given in the Civil code of Ukraine, the Economic code of Ukraine, the laws of Ukraine "About joint-stock companies", "About societies with the limited and accessorial liability", "About management of objects of state-owned property", "About privatization of the state-owned and municipal property".

Article 2. Law purpose

1. The purpose of this Law is implementation of model of corporate management by objects of state-owned property in defense industry complex of Ukraine according to recommendations about corporate management by subjects of managing of Organization for Economic Cooperation and Development, forming of prerequisites for increase in competitiveness of the companies of defense industry complex of the state pattern of ownership, creation of conditions for investment attraction in defense industry complex.

Section II of Feature of creation, functioning of joint-stock company

Article 3. Features of creation and functioning of joint-stock company

1. Creation of joint-stock company is performed based on the solution of subject of management by reorganization of Ukroboronprom State concern according to the procedure of transformation of the state unitary commercial enterprise to joint-stock company, taking into account the features determined by this Law.

2. The structure of the commission on the termination of Ukroboronprom State concern, the transfer act, the appraisal report of property, the delivery-acceptance certificate of property in the authorized capital affirm the subject of management.

The commissions on the termination of Ukroboronprom State concern are included at least one representative of the subject of management and at least one representative Fonda of state-owned property of Ukraine. Commission chairman on the termination of Ukroboronprom State concern is the CEO of Ukroboronprom State concern.

For the period of the procedure of the termination governing bodies of Ukroboronprom State concern continue to perform the powers in the amount and procedure determined by the charter of Ukroboronprom State concern.

3. The plan of transformation of Ukroboronprom State concern is developed and affirms the commission on the termination of Ukroboronprom State concern.

4. The charter of joint-stock company affirms the subject of management.

5. The decision on share issue of joint-stock company is made by the subject of management.

Registration of share issue of joint-stock company is performed according to the procedure, approved for registration of share issue of the joint-stock companies created in the course of privatization and corporatisation.

6. The joint-stock company from the date of its state registration is legal successor of all rights and obligations of Ukroboronprom State concern.

7. The joint-stock company exercises control of corporate laws (shares in the authorized capital) of economic societies in defense industry complex and function of the authorized subject of managing on management of objects of state-owned property in defense industry complex concerning the objects of state-owned property which did not enter the authorized capital of economic societies in defense industry complex.

8. Based on the decision of the Cabinet of Ministers of Ukraine blocks of shares (share in the authorized capital) of economic societies in defense industry complex, except blocks of shares (share in the authorized capital) of economic societies in defense industry complex which were introduced in the authorized capital of economic societies in defense industry complex according to article 21 of this Law are introduced in the authorized capital of joint-stock company.

9. During creation of joint-stock company, forming of its authorized capital and the termination of Ukroboronprom State concern by transformation, including in case of concession of right to claim, the translation of debt, provisions of the legislation and agreements relatively are applied:

1) need of receipt of consent of creditors concerning replacement of the debtor in the obligation (the translation of debt) if other is not provided by international treaties of Ukraine which consent to be bound is provided by the Verkhovna Rada of Ukraine;

2) the rights of creditors to require in connection with the termination of Ukroboronprom State concern by transformation of ensuring obligation fulfillment, their early termination or execution and indemnification;

3) the terminations as a result of replacement of the debtor - Ukroboronprom State concern of the guarantee, guarantee (counterguarantee), and also the pledge established by other person;

4) impossibility of completion of the termination of Ukroboronprom State concern by transformation in satisfaction of the requirements declared by creditors;

5) restrictions on hand and are transferred by shares and corporate laws of the state (shares in the authorized capital) concerning economic societies in defense industry complex which belong to the state for forming of the authorized capital of joint-stock company.

During creation of joint-stock company, forming of its authorized capital and after the termination of Ukroboronprom State concern remain in force before the termination of term of their validity in which the Ukroboronprom State concern is the party, in particular, insurance contracts, bank servicing, receipt of financial services, and also the current procedures of purchases of the company.

During creation of joint-stock company restrictions of the legislation concerning the order are not applied by the shares belonging to the state, corporate laws of the state and shares of the state in the authorized capital of economic societies regarding forming of the authorized capital of joint-stock company at the expense of such shares, corporate laws or shares.

10. The joint-stock company performs dividend payout in the government budget from net profit based on the decision of general meeting of joint-stock company no later than September 1 of the year following reporting.

The joint-stock company pays dividends only money.

The size of the part of profit directed to dividend payout by results of financial and economic activities of joint-stock company constitutes 30 percent.

Article 4. Property of joint-stock company

1. The authorized capital of joint-stock company is created for the account:

1) the property assigned to Ukroboronprom State concern;

2) blocks of shares (share in the authorized capital) of economic societies in defense industry complex, except blocks of shares (share in the authorized capital) of economic societies in defense industry complex which were introduced in the authorized capital of economic societies in defense industry complex according to article 21 of this Law;

3) means of the government budget;

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