Unofficial translation (c) Soyuzpravoinform LLC
of January 9, 2025 No. 4196-IX
About features of regulation of activities of legal entities of separate forms of business during transition period and associations of legal entities
This Law determines legal and organizational basis of activities of legal entities of separate forms of business during transition period and associations of legal entities.
1. In this Law the following terms are used in the following value:
transition period - the three-year term beginning from the date of enforcement of this Law;
the company - the legal entity who on the date of enforcement of this law is registered in form of business of the state company (the state commercial enterprise, the state non-commercial enterprise, the state company), the municipal company (municipal commercial enterprise, municipal non-commercial enterprise), the joint municipal business, private enterprise, affiliated enterprise, overseas enterprise, the company of consolidation of citizens (the religious organization, labor union), the company of consumer cooperation.
1. Economic activity is understood as the activities in the sphere of social production directed to production and sales of products, performance of works or provision of services of cost nature, having price definiteness.
The economic activity performed for the purpose of profit earning is entrepreneurship. Non-commercial economic activity is understood as the economic activity performed without the profit earning purpose.
Public authorities, local government bodies, their officials cannot perform economic activity.
2. Subjects of managing participants of the economic relations which perform economic activity are recognized, realizing economic competence (set of the economic rights and obligations), have the isolated property and bear responsibility according to the obligations within this property, except the cases provided by the law.
3. Subjects of managing are:
the economic organizations - the legal entities created according to the Civil code of Ukraine, the company and also other legal entities performing economic activity and registered in the procedure established by the law;
the citizens of Ukraine, foreigners and stateless persons performing economic activity and registered according to the law as entrepreneurs.
4. Subjects of managing depending on the number of workers and amount of the income from any activities in year can belong to subjects of microentrepreneurship, small business entities, subjects of medium business or subjects of big business.
Subjects of microentrepreneurship are:
the physical persons registered in the procedure established by the law as physical persons entrepreneurs at whom the average number of workers for the accounting period (calendar year) does not exceed 10 people and amount of annual earnings from any activities does not exceed the amount equivalent to 2 million euros determined by the official rate of hryvnia of rather foreign currencies established by the National Bank of Ukraine (average for the reporting period - calendar year);
legal persons subjects of managing irrespective of legal form or pattern of ownership in which the average number of workers for the accounting period (calendar year) does not exceed 10 people and the amount of annual earnings from any activities does not exceed the amount equivalent to 2 million euros determined by the official rate of hryvnia of rather foreign currencies established by the National Bank of Ukraine (average for the reporting period - calendar year).
Small business entities are:
the physical persons registered in the procedure established by the law as physical persons entrepreneurs at whom the average number of workers for the accounting period (calendar year) does not exceed 50 people and amount of annual earnings from any activities does not exceed the amount equivalent to 10 million euros determined by the official rate of hryvnia of rather foreign currencies established by the National Bank of Ukraine (average for the reporting period - calendar year);
legal persons subjects of managing irrespective of legal form or pattern of ownership in which the average number of workers for the accounting period (calendar year) does not exceed 50 people and the amount of annual earnings from any activities does not exceed the amount equivalent to 10 million euros determined by the official rate of hryvnia of rather foreign currencies established by the National Bank of Ukraine (average for the reporting period - calendar year).
Subjects of big business are legal persons subjects of managing irrespective of legal form or pattern of ownership in which the average number of workers for the accounting period (calendar year) exceeds 250 people and the amount of annual earnings from any activities exceeds the amount equivalent to 50 million euros determined by the official rate of hryvnia of rather foreign currencies established by the National Bank of Ukraine (average for the reporting period - calendar year).
Other legal entities and physical persons - the entrepreneurs who are not provided by paragraphs the second - the eighth this part, treat subjects of medium business.
1. The private enterprise is the legal entity created on the basis of private property of one or several physical persons or the legal entity and acting according to the charter.
2. The overseas enterprise is the legal entity created according to the legislation of Ukraine and acts only on the basis of property of foreigners or foreign legal entities.
3. The affiliated enterprise is legal entity, the single participant (founder) of which is other company or entrepreneurial society.
4. The company of consolidation of citizens is the legal entity created by consolidation of citizens (public organization, political party) by the religious organization for the purpose of implementation of activities for accomplishment of the authorized tasks.
5. The company of consumer cooperation is the legal entity created by consumer society (societies) or the union (consolidation) of consumer societies for the purpose of implementation of activities for accomplishment of the authorized tasks.
6. The procedure for creation, activities and termination of the companies is determined by the law, as well as constituent documents of the company.
7. Features of activities and management of the state unitary enterprises are determined by the Law "About Management of Objects of State-owned Property".
Features of activities and management of defense industry complex of the state companies are determined by the Law "About Features of Management of Objects of State-owned Property in Defense Industry Complex".
8. Features of activities and management of the municipal companies are determined by the Law of Ukraine "About local self-government in Ukraine".
Features of activities and management of the joint municipal businesses are determined by the Law "About Cooperation of Territorial Communities".
1. Consolidation of legal entities is the organization created as a part of two or more legal entities for the purpose of coordination of their productive, scientific and other activity for the solution of general economic and social tasks.
2. Associations of legal entities are created sine die or temporary associations.
3. Consolidation of legal entities is legal entity.
1. Depending on procedure for the basis of consolidation of legal entities it can be created as economic consolidation or as the national or municipal economic association.
2. Economic consolidation is the consolidation of legal entities created at the initiative of legal entities irrespective of their type who on voluntary basis united the economic activity.
3. Economic associations act on the basis of the foundation agreement and/or charter approved by their founders.
4. The national or municipal economic association is the consolidation of legal entities created by legal entities, the single participant (founder) of which is the state or territorial community, and/or legal entities in whose authorized capital the share of the state or territorial community exceeds 50 percent, according to the decision of the Cabinet of Ministers of Ukraine, and in the cases determined by the law - according to the decision of the Ministry (other body which sphere of management the legal entities creating consolidation treat), or according to the decision of authorized body of local self-government.
5. The national or municipal economic association acts on the basis of the decision on its creation and the charter approved by the body which made the decision on creation of such consolidation.
1. Associations of legal entities are created and corporations, consortium, concern, other consolidation of legal entities provided by the law are effective in the form of association.
2. The association is the contractual consolidation created for the purpose of permanent coordination of economic activity of the united legal entities by centralization of one or several production and managerial functions, development of specialization and cooperation of production, the organization of coproductions on the basis of consolidation by participants of financial and material resources for satisfaction mainly of economic needs of members of association. The association has no right to interfere with economic activity of legal entities - members of association. According to the decision of participants the association can be authorized to represent their interests in the relations with public authorities, local government bodies, legal entities or physical persons.
3. The corporation is the contractual consolidation created on the basis of combination of production, scientific and commercial interests of the united legal entities to delegation by them of separate powers of centralized regulation of activities of each of participants to governing bodies of corporation.
4. The consortium is temporary authorized consolidation of legal entities for achievement of the common economic goal by his participants (implementation of target programs, scientific and technical, construction projects, etc.). The consortium uses means with which it is allocated by participants, the centralized resources allocated for financing of the appropriate program, and also the means arriving from other sources, according to the procedure, determined by its charter. The consortium stops the activities after goal achievement of its creation.
5. The concern is authorized consolidation of legal entities on the basis of their financial dependence from one or group of participants of consolidation with centralization of functions of scientific and technical and production development, investing, financial, foreign economic and other activities. Members of concern allocate it with part of the powers, including the right to represent their interests in the relations with public authorities, local government bodies, legal entities or physical persons. The member of concern cannot be the member of other concern at the same time.
1. Legal participating persons of consolidation of legal entities keep the status of the legal entity irrespective of type and form of consolidation, on them operation of the laws of Ukraine expatiates on regulation of activities of legal entities.
2. Legal participating person of economic consolidation has the right:
to leave voluntarily consolidation in the conditions and procedure determined by the foundation agreement or the charter of consolidation;
be member of other associations of legal entities if the law, by the foundation agreement or the charter of consolidation does not establish other;
obtain from consolidation in accordance with the established procedure information connected with interests of the legal entity;
receive part of profit from activities of consolidation according to its charter.
The legal entity can also have other rights provided by the foundation agreement or the charter of consolidation according to the legislation.
3. The legal entity who is part of the national (municipal) economic association has no right without the consent of consolidation to leave its structure, and also to unite on a voluntary basis the activities with other legal entities.
1. Consolidation of legal entities has the supreme body of management (general meeting of participants or other body determined by the charter of consolidation) and forms the executive bodies provided by the constituent document of consolidation.
2. The supreme body of consolidation of legal entities:
approves the charter of consolidation of legal entities and makes changes to it;
resolves issue of acceptance in structure of economic consolidation of new participants and the termination of participation in consolidation of legal entities;
forms executive body of consolidation of legal entities according to its charter or the agreement;
resolves financial and other issues according to constituent documents of consolidation of legal entities.
3. The executive body of consolidation of legal entities (joint or individual) resolves issues of the current activities which according to the charter or the agreement are within its competence.
4. Management of the national or municipal economic association performs executive body of consolidation which structure is determined by the constituent document of consolidation. Sole executive body or members of collegiate executive body are appointed to position and dismissed by the body which made the decision on consolidation creation. The procedure for management of the national or municipal economic association is determined by the constituent document of consolidation according to the law.
By the law other procedure for management of the national or municipal economic association in defense industry complex can be provided.
5. Implementation of management of the current activities of consolidation of legal entities can be entrusted to administration of one of legal entities (the leading legal entity of consolidation) on the conditions provided by constituent documents of the corresponding economic consolidation.
6. The disputes arising between participants of consolidation of legal entities are solved according to the procedure, provided by the constituent document of economic consolidation, judicially or can be submitted the permanent reference tribunal formed in case of such economic consolidation, in the presence between participants of such combination of the arbitration agreement which conforms to requirements of the law.
1. Participants of consolidation of legal entities can bring on conditions and according to the procedure, the provided by its constituent documents, property fees (introductory, member, target, etc.).
2. The property is transferred to consolidation of legal entities by his participants to the possession or to other corporeal right provided by the law. The property value of consolidation is reflected in its balance.
3. Economic consolidation has the right according to the decision of its supreme body of management to create branches and representations.
4. Consolidation of legal entities does not answer for obligations his participants, and legal participating persons do not answer for obligations consolidation if other is not provided by the constituent document of consolidation.
1. Legal participating persons of consolidation can leave its structure with preserving cross liabilities and the signed contracts with other legal entities and physical persons.
2. Exit of the legal entity from structure of the national or municipal economic association is performed according to the decision of the body which made the decision on consolidation creation.
3. Legal participating persons of consolidation can be excluded from structure of consolidation on the bases and procedure, provided by the constituent document of consolidation.
4. The termination of consolidation of legal entities is performed as a result of its transformation into other type of consolidation of legal entities or liquidation.
5. Transformation of economic consolidation is performed according to the decision of legal participating persons, and transformation of the national or municipal economic association - according to the decision of the body which made the decision on consolidation creation.
6. Liquidation of economic consolidation is performed according to the decision of legal participating persons, and liquidation of the national or municipal association - according to the decision of the body which made the decision on consolidation creation. The property which remained after consolidation liquidation is distributed between participants according to the Constituent document of consolidation of legal entities.
1. The right of economic maintaining is the corporeal right of the subject of the entrepreneurship having, using and disposing of the property assigned to it the owner (the authorized subject of management of objects of state-owned property, authorized body of local self-government) with restriction of competence of the order of rather separate types of property with the consent of the owner (the authorized subject of management of objects of state-owned property, authorized body of local self-government) in the cases provided by the law and constituent documents.
In the cases determined by the law, property of the state, the Autonomous Republic of Crimea or territorial community it can be assigned on the right of economic maintaining to economic societies without the right of its alienation. Features of implementation of the right of economic maintaining by economic societies can be established by the law.
2. The owner of the property fixed on the right of economic maintaining exercises control of use and preserving the property belonging to it directly or through the body authorized by it, without interfering with activities of the company.
3. Concerning protection of the right of economic maintaining the law provisions established for protection of the property right are applied. The subject of entrepreneurship performing economic activity on the basis of the right of economic maintaining has right of defense of the property rights also from the owner.
1. The right of operational management is the corporeal right of the subject of the managing having, using and disposing of the property assigned to it the owner (the authorized subject of management of objects of state-owned property, authorized body of local self-government) for implementation of non-commercial economic activity in the limits set by the law and the owner of property (the authorized subject of management of objects of state-owned property, authorized body of local self-government).
2. The owner of the property fixed on the right of operational management exercises control of use and preserving the property transferred to operational management directly or through the body authorized by it and has the right to withdraw excessive property, and also property which is not used, and the property used not for designated purpose.
The right of operational management is protected by the law according to the provisions established for protection of the property right.
Requirements of Articles 13 and 14 do not extend to the companies, organizations and the organizations of rail transport public which are in termination condition as a result of reorganization by merge in Ukrainian Railroad joint-stock company according to the Law of Ukraine "About features of formation of joint-stock company of rail transport public"
1. Creation of legal entities in forms of business of the state company (the state commercial enterprise, the state non-commercial enterprise, the state company), the municipal company (municipal commercial enterprise, municipal non-commercial enterprise), the joint municipal business, private enterprise, overseas enterprise, affiliated enterprise, the company of consolidation of citizens (the religious organization, labor union), the company of consumer cooperation is forbidden.
2. Modification of data on the state companies (the state commercial enterprises, the state companies), the Municipal companies, the joint municipal businesses containing in the Unified State Register of Legal Entities, physical persons - entrepreneurs and public forming is forbidden, except:
state registration of the termination of the legal entity by transformation or liquidation and changes connected with it to the information about the legal entity;
state registration of the changes in the information about the legal entity connected with change of the head of the legal entity, or state registration of change of structure of the commission on the termination, the commission chairman or the liquidator managing the termination;
state registration of the changes in the information about the legal entity connected with transfer of single property complex of the state company to the sphere of management of Fund of state-owned property of Ukraine;
state registration of the changes in the information about the legal entity connected with opening of proceeedings about bankruptcy of such legal entity.
3. Fixing (transfer) of property to legal entities in the right of economic maintaining or the right of operational management is forbidden.
1. Within six months from the date of enforcement of this law members (founders) of the company, the authorized subject of management of objects of state-owned property make the decision on the termination of the company (except the state non-commercial enterprises), the single participant (founder) of which is the state, except the companies concerning which proceeedings about bankruptcy openly.
The authorized body of local self-government can make the decision on the termination of the company, the single participant (founder) of which is the territorial community (territorial communities).
The decision on the termination of the company, the single participant (founder) of which is the state concerning which as of day of enforcement of this law proceeedings about bankruptcy are open, is accepted within six months from the date of closing of proceeedings about bankruptcy.
The termination of the company is made according to the procedure, established by the legislation, taking into account the features determined by this Law.
2. The company, the single participant (founder) of which is the state or territorial community (territorial communities), stops as a result of transformation or liquidation.
In case of transformation of the company, the single participant (founder) of which is the state or territorial community (territorial communities), the authorized subject of management of objects of state-owned property or authorized body of local self-government independently chooses form of business of legal person legal successor of such company according to provisions of this Article.
3. The state commercial enterprise, the state company turns into joint-stock company, limited liability company which 100 percent of shares (shares) in the authorized capital belong to the state, or in the state non-commercial society.
The procedure for transformation of the state company into joint-stock company, limited liability company which 100 percent of shares (shares) belong to the state affirms the Cabinet of Ministers of Ukraine.
The procedure for transformation of the state company into the state non-commercial society affirms the Cabinet of Ministers of Ukraine.
The municipal commercial enterprise turns into joint-stock company, limited liability company which 100 percent of shares (shares) belong to the corresponding territorial community, or in municipal non-commercial society.
The joint municipal business turns into joint-stock company, limited liability company or into municipal non-commercial society with preserving proportions of participation of the corresponding territorial communities.
4. Along with decision making about the termination of the company, the single participant (founder) of which is the state or territorial community (territorial communities), the authorized subject of management of objects of state-owned property or authorized body of local self-government appoints the commission on the termination of the company (the commission on transformation, liquidation commission).
Accomplishment of functions of the commission on the termination of the company (the commission on transformation, liquidation commission) can be assigned to executive body of the company.
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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