Unofficial translation (c) Soyuzpravoinform LLC
of July 27, 2022 No. 2465-IX
About joint-stock companies
1. This Law determines procedure for creation, activities, termination and allocation of joint-stock companies, their legal status, the rights and obligations of shareholders.
2. The procedure for creation, activities, termination and allocation of joint-stock companies, their legal status, the rights and obligations of shareholders are regulated by this Law taking into account the features established by special laws concerning such joint-stock companies:
1) state-owned managing holding company;
2) the state joint-stock companies and the state-owned holding companies which single founder and the shareholder is the state;
3) the societies which are in process of privatization and corporatisation - during the period before accomplishment of the plan of privatization (share placing);
4) societies which more than 50 percent of shares belongs to the state or territorial community;
5) financial institutions.
In case of contradiction of regulations of this Law with the regulations of the laws regulating procedure for functioning of financial institutions, regulations of special laws have advantage.
3. Procedure for creation of joint-stock companies in the course of privatization and corporatisation, their legal status, procedure for activities and management of them during the period before accomplishment of the plan of privatization (share placing) are regulated by this Law taking into account the features established by the laws on privatization and corporatisation of the state (municipal) companies.
The order assets of joint-stock companies shall correspond to the principles of effective corporate management and transparency.
Management of joint-stock companies which stocks are owned by the state or territorial community is performed taking into account the features established by special laws.
1. In this Law the terms below are used in such value:
1) affiliated one concerning other person (further - affiliates):
legal entities, one of whom exercises control over another or which are under control of the third party;
members of the family of physical person, namely husband (spouse), parents (adoptive parents), guardians (custodians), brothers, sisters, children and their husbands (wives);
the physical person and members of his family and the legal entity, if this physical person and/or members of his family exercise control over the legal entity;
2) the executive board member (further - the chief executive) - the physical person who is elected the board member of joint-stock company and performs functions on management of its current activities;
3) share repurchase - acquisition by joint-stock company of the shares placed by it for a fee;
4) the voting share - any share which grants the right to the owner or other authorized person to take part and vote on general meeting, except the share according to which the law or in the procedure established by the legislation establishes prohibition on use of such right;
5) the dominating controlling stock - packet in the amount of more than 95 percent of common shares of joint-stock company;
6) regular economic activity of joint-stock company - economic activity which conditions and the principles of implementation affirm the solution of the supervisory board or the board of directors of joint-stock company. In public joint stock companies and banks such decisions are made exclusively by a simple majority vote independent directors. Need of participation of all members of the supervisory board or the board of directors for adoption of such decision can be provided by the charter of private joint-stock company;
7) considerable controlling stock - packet in the amount of more than 75 percent of common shares of public joint stock company;
8) the considerable block of shares - packet in the amount of 5 and more percent of common shares of joint-stock company;
9) controlling stock - packet in the amount of more than 50 percent of common shares of joint-stock company;
10) cumulative vote - method of voting for the election of of persons in structure of bodies of joint-stock company which assumes multiplication of total quantity of voices of the shareholder by the number of members of body of joint-stock company which is chosen, and shareholder right to give all votes counted thus for one candidate or to distribute them between several candidates;
11) salvage value of preferred share of certain class - property value, the joint-stock company belonging to the owner of such share in case of liquidation;
12) the careless board member (further - the nonexecutive director) - the physical person who is elected the board member of joint-stock company and exercises supervision functions, risk managements and control of activities of joint-stock company and chief executives;
13) the independent member of the supervisory board (further - the independent director) - the physical person who is elected the member of the supervisory board of joint-stock company and conforms to requirements, the stipulated in Clause 73 presents of the Law;
14) the independent board member (further - the independent non-executive director) - the physical person who is elected the board member of joint-stock company - the nonexecutive director and meets the requirements, the stipulated in Clause 69 these Laws;
15) obligatory share repurchase - obligatory acquisition by joint-stock company for a fee the shares placed by such society upon the demand of the shareholder in the cases determined by the law;
16) the mediated acquisition of property right - acquisition of property right which comes if person independently or together with other persons exercises, in particular, and/or acquires control of the direct owner of shares of joint-stock company and/or control of group of direct shareholders of joint-stock company, and/or control of person exercising control of specified persons the right to vote at discretion the considerable block of shares of joint-stock company on general meetings at the request of shareholders of joint-stock company (except cases if the order of shareholders of joint-stock company contains tasks on vote concerning the agenda of general meeting), and/or has possibility of decisive influence, independent of formal ownership, on management or activities of joint-stock company or any specified legal entity, and/or exercises control of group of persons which exercises control of specified persons;
17) person, authorized to interact with the authorized electronic system in connection with holding general meeting, - the physical person determined by person who convenes general meeting of joint-stock company which has special powers on introduction and obtaining from the authorized electronic system of information (documents) connected with holding general meeting of joint-stock company. Requirements to order of interaction with the authorized electronic system are established by the National commission on securities and the stock market;
18) person who convenes general meeting - the supervisory board, the board of directors of joint-stock company or shareholders (shareholder) in the cases determined by this Law and charter of joint-stock company;
19) persons who act jointly - the physical persons and/or legal entities which are acting on the basis of the agreement signed between them and approve the actions for achievement of common goal;
20) the notification - the notification which contains information provided by the law and/or charter of joint-stock company and goes to the shareholder in writing by mail with use of qualified electronic confidential service of register electronic delivery or with use of the authorized electronic system or through depositary system of Ukraine or is handed to the shareholder (his authorized representatives) personally. The method of provision of the notification is determined by person convening general meeting;
21) the notification of shareholders through depositary system of Ukraine - the notification which provision to shareholders or joint-stock company is provided with participants of depositary system of Ukraine according to the procedure, established by the National commission on securities and the stock market. Person is considered fulfilled duty on provision of the notification through depositary system of Ukraine, in case of accomplishment of the actions determined by the National commission on securities and the stock market for ensuring provision of such notification;
22) threshold values of the block of shares - 5, 10, 15, 20, 25, 30, 50, 75, 95, 100 percent of voting shares of public joint stock company, and also 5, 25, 50, 95, 100 percent of voting shares of private joint-stock company;
23) officials of bodies of joint-stock company are physical persons - the chairman and members of the supervisory board or the board of directors, executive body, the division manager of internal audit (internal auditor), the head of department of the budget or other division within which competence the question of budgeting of joint-stock company is, the corporate secretary of joint-stock company, and also the chairman and members of other body of joint-stock company (except advisory) if formation of such body is provided by the law or charter of joint-stock company;
24) pro rata share repurchase - acquisition by joint-stock company of the number of the stocks placed by it determined by general meeting at each shareholder is pro rata to the number of the stocks of certain type and/or class owned by it with the consent of the shareholder;
25) simple majority of votes - more than 50 percent of votes of the shareholders participating in general meeting;
26) public joint stock company - joint-stock company concerning which shares the public offer is performed and/or shares of which are admitted to trading in the organized market of the capital;
27) details of the shareholder (person) - name of physical person or the name of the legal entity which are determined according to requirements of the Civil code of Ukraine, or specifying on the fact that shareholder is the state or territorial community (with indication of the name) identification code of the legal entity or authorized body on management of the state-owned or municipal property (number of registration in the trade, judicial or bank register - for the legal entities registered outside Ukraine);
28) the family relations - the family relations between persons who jointly live are connected by general life and have the mutual rights and obligations, including between persons who jointly live, but are not in scrap, and also (irrespective of the specified conditions) the husband, the wife, the father, mother, the stepfather, the stepmother, the son, the daughter, the stepson, the stepdaughter, the brother, the sister, the grandfather, the woman, the great-grandfather, the great-grandmother, the grandson, the granddaughter, the great-grandson, the great-granddaughter, the son-in-law, the daughter-in-law, the father-in-law, the mother-in-law, the father-in-law, the mother-in-law, the adoptive father or adopted, the guardian or the custodian, person which is under guardianship or custody;
29) the placed securities - the securities emitted by joint-stock company and alienated by it to the first owners according to the procedure, established by the legislation;
30) the authorized capital - the capital of joint-stock company which is formed of the amount of nominal value of all placed shares of such society;
31) members of executive body are members of collegiate executive body of joint-stock company. The status of the member of executive body has also person performing powers of sole executive body of joint-stock company and also person who fulfills its duties.
2. Other terms are used in this Law in such values:
the term "control" - in the value given in the Law of Ukraine "About protection of the economic competition";
the terms "conflict of interest", "chain of ownership of corporate laws of the legal entity" - in the values given in the Law of Ukraine "About banks and banking activity";
the terms "the authorized electronic system", "person performing managerial functions", "prospectus of securities", "public offer" - in the values given in the Law of Ukraine "About the capital markets and the organized goods markets";
the terms "financial accounting", "consolidated financial statements", "financial reporting", "the companies which are of public interest" - in the values given in the Law of Ukraine "About financial accounting and the financial reporting in Ukraine";
the terms "auditor", "auditor services", "key partner in audit", "international standards of audit", "subject of auditor activities" - in the values given in the Law of Ukraine "About financial records audit and auditor activities";
the terms "authentication", "electronic confidential service", "means of electronic identification", "qualified electronic confidential service of the registered electronic delivery" - in the values given in the Law of Ukraine "About electronic confidential services".
1. The joint-stock company is economic society which authorized capital is divided into certain quantity of shares of identical nominal value on which corporate laws make sure shares.
2. The joint-stock company does not answer for obligations shareholders. In case of making by shareholders of illegal actions any sanctions limiting them cannot be applied to society and its bodies it is right, except the cases determined by the law.
Shareholders do not answer for obligations society and bear risk of the losses connected with activities of society, only within nominal value owned by them stocks. In case of making of illegal actions by society or other shareholders any sanctions limiting them cannot be applied to shareholders it is right.
The shareholders who did not completely pay shares in the cases determined by the charter of society answer for obligations society within unpaid part of nominal value of the stocks owned by them.
3. The joint-stock company can be created by organization, merge, separation, allocation or transformation of entrepreneurial society (entrepreneurial societies), state (state), municipal (municipal) and other companies in joint-stock company.
The joint-stock company is created without restriction of term of activities if other is not established by its charter.
The joint-stock company is considered created and acquires the rights of the legal entity from the date of its state registration in the procedure established by the legislation.
The state joint-stock companies are joint-stock companies which 100 percent of shares in the authorized capital are in state-owned property.
4. Full name of joint-stock company in Ukrainian shall include specifying of its form of business (joint-stock company).
The type of joint-stock company is not obligatory component of the name of joint-stock company.
The joint-stock company independently determines need of specifying for the name of its type, the stipulated in Article 6 these Laws.
The joint-stock company can have the abbreviated name in Ukrainian, the full and abbreviated name in foreign language (in foreign languages).
"Joint-stock company" and derivatives from it only legal entities who registered in accordance with the established procedure release of own shares can use the phrase in the name and also legal entities - corporate investment funds which are created function according to this Law taking into account the features determined by the law and function according to the legislation regulating activities in the sphere of joint investment.
1. The management structure joint-stock company can be single-level or two-level.
On single-level management structure provisions of the Section VIII of this Law are applied to bodies of joint-stock company.
On two-level management structure provisions of Sections IX and X of this Law are applied to bodies of joint-stock company.
2. On single-level management structure governing bodies of joint-stock company are general meeting and the board of directors. Chief executives are part of the board of directors and nonexecutive directors, except the cases provided by part two of article 64 of this Law can enter. Part of nonexecutive directors can be independent non-executive directors.
The single-level management structure provides implementation of functions of control and management of activities of joint-stock company by single collegiate organ - the board of directors.
In private joint-stock company with the number of shareholders to 10 people instead of the board of directors the sole executive body which performs powers of the board of directors to which provisions of the Section X of this Law are applied can be created.
Control of the current activities of joint-stock company is exercised by chief executives. Functions on risk management and control of activities of chief executives and societies in general are performed by nonexecutive directors.
3. In case of two-level management structure governing bodies of joint-stock company are general meeting, the body responsible for supervision implementation (supervisory board), and executive body (joint or individual). The two-level management structure provides accurate distribution of the functions on direct management of the current (operational) activities of joint-stock company performed by executive body and to functions of control of work of executive body and other heads of joint-stock company (including divisions of control and internal audit) which are performed by the supervisory board. Members of the supervisory board, part of whom in the cases established by the law are independent directors, are part of the supervisory board.
4. The management structure joint-stock company is determined by charter of joint-stock company.
5. Requirements to application of single-level or two-level management structure by joint-stock company are established by the special law.
The joint-stock company created with two-level management structure has the right to make the decision on transition to single-level management structure, except the cases provided by the corresponding special law.
The joint-stock company created with single-level management structure has the right to make the decision on transition to two-level management structure, except the cases provided by the law.
6. Change of type of management structure is not reorganization or transformation of joint-stock company.
1. Physical persons and legal entities, and also the state on behalf of body can be shareholders of society, authorized to manage state-owned property, or territorial community on behalf of body, authorized to manage municipal property who are shareholders of society.
1. Joint-stock companies on type are divided into public joint stock companies and private joint-stock companies.
The type of joint-stock company is determined in charter of joint-stock company.
2. The public offer of own shares can perform only public joint stock company.
If the private joint-stock company intends to perform public offer of own shares, general meeting of such society together with decision making shall make the decision on change like joint-stock company on implementation of public offer of own shares with private on public.
Change like joint-stock company with private on public or with public on private is not its transformation.
3. From the moment of submission to the National commission on securities and the stock market of the prospectus of securities and until its approval the public joint stock company is not considered violated requirements of Item 26 parts one of article 2 of this Law.
4. The public joint stock company can be created only by change like joint-stock company with private on public or by transformation from other economic society.
1. The joint-stock company can be created by one person or have the single shareholder in case of acquisition by one person of all shares of society.
1. Shareholders of society can alienate the stocks owned by them without the consent of other shareholders of society.
1. Market value of property (including securities) and securities which issue is performed by joint-stock company is determined according to requirements of this Law and affirms the supervisory board or the board of directors of such society (in the course of creation of society - the constituent assembly).
Market value of property (except securities and other financial instruments) in case of implementation of its assessment according to requirements of this Law, other acts of the legislation or charter of joint-stock company is determined on the basis of results of the independent assessment which is carried out according to the legislation on assessment of property, property rights and professional estimative activity.
2. Market value of issued securities, including shares of society, and other financial instruments is determined as:
1) the average rate by results of the biddings of such securities or other financial instruments in the corresponding organized market calculated by the operator of such organized market of the capital for the last three months of their address, preceding day as of which market value of such securities is determined.
Market value of the securities or other financial instruments admitted to trading in two and more organized markets of the capital is determined according to the procedure, established by the National commission on securities and the stock market;
2) the cost of securities and other financial instruments determined according to the legislation on assessment of property, property rights and professional estimative activity on condition of lack of the average rate by results of the biddings determined according to Item 1 of this part.
Requirements of Item 1 of this part are not applied if situation in the organized market of the capital in which the corresponding financial instruments admitted to trading corresponds to the criteria determined by the National commission on securities and the stock market, in particular in case of factual determination of manipulation which has influence on the price of the corresponding financial instrument.
3. The decision on involvement of the subject of estimative activities - the subject of managing is accepted by the supervisory board of joint-stock company or the board of directors (in the course of creation of society - meeting of founders, and in case of creation of joint-stock company by one person - the founder).
4. Requirements of this Article are also applied in case of determination of share market value for the purposes of Articles 93 - 96 these Laws taking into account the features established by the specified Articles.
5. The report of the subject of estimative activities received according to this Article is subject to obligatory reviewing according to the legislation on assessment of property, property rights and professional estimative activity.
6. Independent assessment of shares of society which is made according to the legislation on assessment of property, property rights and professional estimative activity shall be carried out upon the demand of the shareholder (shareholders) who, (which) is owner (owners) of 5 and more percent of common shares of society (in case, stipulated in Article the 95th this Law, - more than 1 percent of common shares of society). In that case the shareholder (shareholders) independently concludes (sign) with the subject of estimative activities the agreement on carrying out independent assessment of shares of society according to the legislation on assessment of property, property rights and professional estimative activity.
The expenses connected with carrying out independent assessment of shares of society are assigned to the shareholder (shareholders) upon the demand of whom, (which) such assessment was carried out. General meeting can make the decision on compensation to the shareholder (shareholders) of expenses on carrying out such assessment.
7. The joint-stock company within 10 days from the date of receipt of request of the shareholder (shareholders) about carrying out independent assessment of shares of society together with copies of the documents confirming its property right to shares of society as of date of submission of the requirement, and the copy of the agreement on carrying out independent assessment of shares of society signed with the subject of estimative activities according to part six of this Article shall provide to the subject of estimative activities possibility of carrying out such assessment. In the specified time the chief executive officer or executive body shall provide to the shareholder (shareholders) the answer with information on start date of assessment.
Independent assessment of shares of society upon the demand of the shareholder (shareholders) according to part six of this Article can be carried out no more than two times within one calendar year.
8. In case of carrying out independent assessment of shares of society according to the statement of the shareholder (shareholders) the chief executive officer or executive body of society upon the demand of such shareholder (shareholders) within five working days from the date of receipt of the corresponding request of the subject of estimative activities shall provide the societies of the copy of all documents, necessary for evaluating, certified by the authorized signature or provide access to documents.
The disputes connected with property assessment are permitted judicially.
1. Physical persons and/or legal entities, the state on behalf of body can be founders of joint-stock company, authorized to manage state-owned property, territorial community on behalf of body, authorized to manage municipal property.
2. The number of founders of joint-stock company is not limited.
3. If founders of joint-stock company two and more, they can sign the foundation agreement in which are determined procedure of joint activities for organization of society, quantity, type and the share class which are subject to acquisition by each founder, nominal value and acquisition value of shares, term and payment method of share value.
For creation of joint-stock company founders perform issue of its shares, hold the constituent assembly and perform state registration of joint-stock company.
The foundation agreement is not the constituent document of society and is effective before registration date with the National commission on securities and the stock market of the report on results of share issue.
The foundation agreement is signed in writing. If the joint-stock company is established with the assistance of physical persons, authenticity of signatures on the foundation agreement is subject to the notarial certificate.
4. In case of establishment of a joint-stock company of its share are subject to placement only among his founders. The public offer of shares of society can be performed after receipt of the registration certificate of the first share issue.
The public offer of shares is performed according to the procedure, established by the Law of Ukraine "About the capital markets and the organized goods markets".
5. Creation of joint-stock company by organization is performed on the following stages:
1) adoption by meeting of founders of the decision on establishment of a joint-stock company and about share issue;
2) representation by official channel of communication in the National commission on securities and the stock market of the statement and all necessary documents for registration of share issue;
3) registration by the National commission on securities and stock market of share issue and issue of the interim certificate on registration of share issue;
4) the conclusion with Central Securities Depository of the service agreement of issues of securities;
5) assignment to shares of international security identification number;
6) share placing among founders of joint-stock company;
7) payment by founders of all-in cost of shares;
8) approval of share issue by the constituent assembly of results, approval of charter of joint-stock company, adoption of other decisions provided by the law;
9) registration of joint-stock company in bodies of state registration;
10) representation by official channel of communication in the National commission on securities and the stock market of the report on results of share issue;
11) registration by the National commission on securities and stock market of the report on results of share issue;
12) receipt of the registration certificate of share issue.
The share issue procedure in case of foundation of joint-stock company is established by the National commission on securities and the stock market.
The actions violating the procedure of foundation of joint-stock company established by this Law are the basis for acceptance by the National commission on securities and the stock market of the decision on refusal in registration of the report on results of share issue. In case of adoption of such decision the National commission on securities and the stock market takes a legal action with the claim for liquidation of joint-stock company.
6. In case of establishment of a joint-stock company by one person - decisions which shall be accepted by meeting of founders of society are accepted by such person solely and are drawn up by the decision on intention to found society. If the single founder of joint-stock company is the physical person, its signature on the decision on intention to found society is subject to the notarial certificate.
1. The constituent assembly of joint-stock company (further - the constituent assembly) shall be held within three months from the date of complete payment of shares by founders of society.
2. Decisions on carrying out the constituent assembly, their agenda, and also on other questions concerning carrying out the constituent assembly are accepted by founders of society. The constituent assembly is held based on the list of shareholders constituted as of 23 o'clock in the afternoon in two working days prior to holding such meeting, according to the procedure, established by the legislation on depositary system of Ukraine.
At the constituent assembly issues relatively are resolved:
1) approvals of results of assessment of the property brought by founders in payment for shares of society;
2) approvals of charter of joint-stock company;
3) formations of bodies of joint-stock company according to the chosen management structure;
4) authorizations of the representative (representatives) on implementation of further activities by training of society;
5) elections of officials of bodies of joint-stock company which election is within the competence of general meeting according to charter of joint-stock company;
6) approvals of results of share issue and report on results of share issue;
7) making of other actions necessary for creation of partnership.
3. Decisions on the questions specified in Items 1 - 3 parts two of this Article, are considered accepted if all founders of joint-stock company voted for them. Decisions on other questions are made by a simple majority vote founders if other is not provided by the foundation agreement.
4. In case of establishment of a joint-stock company by one person of the decision, provided by part two of this Article, are accepted by such person solely and are drawn up by the decision on organization of society. If the single founder of society is the physical person, its signature on the decision on organization of society is subject to the notarial certificate.
The non-confirmation the constituent assembly of charter of joint-stock company is considered refusal of founders of creation of such society and is the basis for return to founders of the contributions made by them in payment for shares. Return of fees is performed within 20 working days from date of the constituent assembly at which the decision on approval of charter of joint-stock company is not made.
1. Payment of shares by founders of society is performed according to the procedure, established by articles 24 and 25 of this Law.
2. In case of non-payment (incomplete payment) of shares before approval date of results of placement of the first share issue the joint-stock company is considered not based.
1. Founders of joint-stock company bear joint liability according to the obligations connected with its organization which arose before state registration of society.
2. If to start activities the joint-stock company obtain the license, permission or to undergo the corresponding authorization, founders of joint-stock company solidary bear subsidiary responsibility according to obligations of such society during the period before provision of such license, permission or authorization, or refusal in their provision.
3. The joint-stock company answers for the obligations founders provided by part one of this Article only in case of approval of their actions by general meeting. The general meeting approving such obligations of founders of society shall be held within six months from the date of state registration of joint-stock company.
Information on such obligations of society shall be reflected in charter of joint-stock company.
1. The national commission on securities and the stock market according to requirements of the Civil code of Ukraine establishes the procedure of creation of joint-stock company by transformation.
2. If the equity of economic society - right predecessor of joint-stock company is created not by money, such right predecessor not earlier than in three months prior to decision date about transformation perform revaluation of property which was brought in the authorized capital, and in case of need - to correct the equity size by results of revaluation.
The authorized capital of the company - right predecessor of joint-stock company shall meet the requirements of rather minimum size of the authorized capital of joint-stock company established by this Law.
1. The constituent document of joint-stock company is its charter.
2. The charter of joint-stock company shall contain data about:
1) the full and abbreviated name of society in Ukrainian;
2) type of society;
3) purpose and object of activity;
4) size of the authorized capital;
5) the size of the reserve capital (in case of its forming);
6) nominal value and total quantity of shares, quantity of each type of the shares placed by society, including quantity of each class of preferred shares (in case of issue of preferred shares);
7) the size of preferred share dividends of each class (in case of issue of preferred shares);
8) conditions and procedure for converting of preferred shares of certain class in common shares of society or in preferred shares of other class (in case of issue of preferred shares);
9) shareholder rights - preferred shareholders of each class (in case of issue of preferred shares);
10) procedure for convocation and holding general meeting;
11) competences of general meeting;
12) management structure, procedure for education, quantitative structure of bodies of society and their competence, procedure for election and termination of powers of their members, procedure for decision making by bodies of society;
13) procedure for introduction of amendments to the charter;
14) procedure for the termination of society;
15) possibilities of the redemption society of own shares according to the decision of general meeting.
3. By charter of joint-stock company it cannot be provided to shareholders - founders of society of the additional rights or powers in comparison with other shareholders of society.
4. The charter of joint-stock company may contain also other provisions which are not contradicting the legislation.
1. The minimum size of the authorized capital of joint-stock company constitutes 200 sizes of minimum wage, proceeding from the size of the minimum wage operating on the date of creation (registration) of joint-stock company.
2. If net assets of joint-stock company according to the last annual financial reporting, constitute at least 50 percent of the size of the registered authorized capital or decreased more than by 50 percent in comparison with the same indicator as of the end of prior year, the supervisory board or the board of directors of society within three months from approval date of such financial reporting shall perform all actions connected with preparation and holding general meeting which agenda joins questions of measures which shall be accepted for improvement of financial condition of society, about reduction of the authorized capital of society or about liquidation of society, and also about consideration of the report of executive body by results of reduction of equity of society and approval of actions for results of consideration of the specified report.
In case of violation of the obligation provided by paragraph one of this part, and recognition of joint-stock company by the bankrupt before the expiration of three-year term from the date of the reduction in cost of net assets specified in paragraph one of this part, all members of the supervisory board or the board of directors who held the corresponding positions during failure to carry out of this part of obligation provided by paragraph one solidary bear subsidiary responsibility according to obligations of society.
Members of executive body who did not notify the supervisory board or the board of directors on reduction in cost of net assets of society, the specified in paragraph one of this part solidary bear subsidiary responsibility according to obligations of society in case of recognition by his bankrupt before the expiration of three-year term from the date of reduction in cost of net assets.
Members of the supervisory board or the board of directors, members of executive body who will prove that did not know and shall not know about such reduction in cost of net assets of joint-stock company or voted for the decision on convocation of general shareholder meeting in connection with reduction in cost of net assets of society, are exempted from responsibility for violation of the specified obligation.
3. The procedure for increase (reduction) for the size of the authorized capital of joint-stock company is established by the National commission on securities and the stock market.
4. By charter of joint-stock company creation of special fund for dividend payout for preferred shares can be provided. The procedure for forming and use of such fund is established by the National commission on securities and the stock market.
5. Other additional and special funds can be created by joint-stock company. Shareholders of society can make additional contributions in the supplementary capital and special funds of society without change of number of the stocks owned by them and their nominal value.
1. The size of the authorized capital of joint-stock company increases by increase in share par value or additional share issue of the existing nominal value according to the procedure, established by the National commission on securities and the stock market.
The decision on increase in the size of the authorized capital and entering of corresponding changes into charter of joint-stock company is accepted by general meeting, except the cases provided by this Law.
In case of repayment of convertible bonds of society the decision on increase in the size of the authorized capital and entering of corresponding changes into charter of joint-stock company is accepted by the supervisory board or the board of directors of society.
The decision on share issue is placed in the database of person performing activities for promulgation of regulated information on behalf of members of the capital markets and professional participants of the organized goods markets (for private joint-stock company which 100 percent of shares directly or indirectly belong to one person, except society which 100 percent of shares directly or indirectly belong to the state, - on the website of such society), no later than date of the publication of the protocol of general meeting on which the decision on share issue, according to requirements of article 57 of this Law is made.
2. The joint-stock company has the right to increase the size of the authorized capital after registration of reports on results of issue of all previous share issues.
3. Increase in the size of the authorized capital of joint-stock company with attraction of additional contributions is performed by additional share issue.
4. Increase in the size of the authorized capital of joint-stock company without attraction of additional contributions is performed by increase in share par value.
Increase in the size of the authorized capital of joint-stock company in case of availability on acceptance date of such decision redeemed by society or otherwise the acquired shares is not allowed.
5. The compulsory provision of increase in the size of the authorized capital of joint-stock company is compliance of the size of the authorized capital after its increase to the requirements provided by part one of article 16 of this Law of registration date of changes in charter of joint-stock company.
1. The size of the authorized capital of joint-stock company decreases according to the procedure, established by the National commission on securities and the stock market, by reduction of share par value or by cancellation of the shares which are earlier redeemed by society and reduction of their total quantity if it is provided by charter of joint-stock company.
The decision on reduction of the size of the authorized capital of joint-stock company is placed in the database of person performing activities for promulgation of regulated information on behalf of members of the capital markets and professional participants of the organized goods markets (for private joint-stock company which 100 percent of shares directly or indirectly belong to one person, except society which 100 percent of shares directly or indirectly belong to one person, except society which 100 percent of shares directly or indirectly belong to the state, - on the website of such society), no later than date of the publication of the protocol of general meeting on which the decision on share issue, according to requirements of article 57 of this Law is made.
2. After decision making about reduction of the size of the authorized capital of joint-stock company the board of directors or executive body within 30 days shall notify on the made decision of each creditor which requirements to joint-stock company are not provided with the agreement of pledge, guarantee or the guarantee in writing.
3. The creditor whose requirements to joint-stock company are not provided with the agreement of pledge of guarantee or guarantees, within 30 days from the date of receipt to it the notification specified in part two of this Article can address to society with the written requirement about implementation within 45 days of one of such actions at choice of society:
1) ensuring accomplishment of obligations by the conclusion of the agreement of pledge or the guarantee;
2) early termination or obligation fulfillment before the creditor if other is not provided by the contract between society and the creditor.
If the creditor did not address to society with the written requirement in time, provided by this part, it is considered that he does not demand from society of implementation of additional actions concerning obligations to it.
4. Reduction of the authorized capital by joint-stock company below the size established by the law attracts liquidation of society.
1. The joint-stock company according to the procedure, established by the National commission on securities and the stock market, has the right to cancel the shares redeemed by it and to reduce the size of the authorized capital or to increase nominal value of other shares, without changing at the same time the size of the authorized capital.
1. The joint-stock company has the right to perform consolidation of all shares placed by it therefore two or more shares are converted into one new share of the same type and class.
The compulsory provision of consolidation is exchange of shares of old nominal value for the whole number of shares of new nominal value for each shareholder.
2. The joint-stock company has the right to perform crushing of all shares placed by it therefore one share is converted into two or more shares of the same type and class.
The compulsory provision of crushing is exchange of shares of old nominal value for the whole number of shares of new nominal value for each shareholder.
3. Consolidation and share split shall not lead to change of the size of the authorized capital of joint-stock company.
4. In case of consolidation or share split corresponding changes regarding nominal value and the number of placed shares are made to charter of joint-stock company.
5. The procedure of consolidation and share split of society is established by the National commission on securities and the stock market.
1. The joint-stock company creates the reserve capital in the cases provided by the law. The procedure for forming of the reserve capital is determined by charter of joint-stock company.
The reserve capital cannot be created for the realization account of means from share placing of additional issue of joint-stock company.
2. The reserve capital is surely created for dividend payout according to preferred shares (in case of their issue).
Society can create and use the reserve capital for other purposes determined by general shareholder meeting.
3. If it is provided by charter of joint-stock company, general meeting has the right to make the decision on the redemption of own shares without further reduction of the size of the authorized capital of society provided that on the date of such redemption society will create the reserve capital in the amount of total share par value which will be redeemed. Such reserve capital cannot be distributed among shareholders of the relevant society and is used only for increase in share par value.
1. The share of society certifies corporate laws of the shareholder concerning the relevant joint-stock company.
2. All shares of society are nominal and exist exclusively electronically.
3. The joint-stock company can perform share issue of two types - simple and exclusive. Issue of one or several classes of the preferred shares granting to their owners various rights can be provided by charter of joint-stock company.
Society cannot set restrictions on the number of shares or number of votes on the shares belonging to one shareholder.
4. Common shares of society are not subject to converting in preferred shares or other securities of joint-stock company.
1. The joint-stock company can perform share issue or other securities which can be converted into shares, only according to the decision of general meeting (except the case provided by the paragraph the second this part).
Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info
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