Unofficial translation. (c) Soyuzpravoinform
of November 16, 2011 No. 1182
About approval of the model charter of limited liability company
According to article 56 of the Economic code of Ukraine and Article 87 of the Civil code of Ukraine the Cabinet of Ministers of Ukraine decides:
Approve the model charter of limited liability company which is attached.
Prime Minister of Ukraine
Approved by the Resolution of the Cabinet of Ministers of Ukraine of November 16, 2011, No. 1182
1. The limited liability company (further - Society) is formed according to Civil and Economic codes of Ukraine, the Law of Ukraine "About economic societies" and acts on the basis of the this model charter (further - the Charter).
2. Society in the activities is guided by the Constitution and the laws of Ukraine, acts of the President of Ukraine, the Cabinet of Ministers of Ukraine, other acts of the legislation and this Charter.
3. The type of Society, its name, the location, the purpose and object of activity, the list of participants, the size of the authorized capital, the size of shares of each of participants, procedure for introduction of deposits by them are specified in the decision on formation of Society.
Legal position of Society
4. Society is legal entity. Society acquires the right of the legal entity from the date of its state registration.
has separate balance, accounts in banks, can have seal with the name, identification code, stamps, forms, logo, and also sign for goods and services and other details;
operates on the principles of complete economic independence and self-sufficiency, bears responsibility for results of the economic activity and accomplishment of obligations;
can acquire the property and personal non-property rights, perform duties, make transactions according to the legislation and this Charter, to be claimant in court, including in the relevant jurisdictional organs of other states;
has the right to issue (to emit) securities in the procedure established by the legislation;
independently plans the economic activity and performs such activities based on agreements;
sells own products (works, services).
6. Society has the right to form branches, representations, other isolated structural divisions in the procedure established by the legislation, to be founder of legal entities (including affiliated enterprises) both in the territory of Ukraine, and beyond its limits.
7. Society together with other subjects of managing can form the unions, associations and other associations, to employ domestic and foreign experts, to form temporary work groups for accomplishment of the authorized tasks.
8. Society independently agrees to the legislation:
determines forms, the sizes and payment types of work;
establishes technically reasonable regulations of work;
grants to the workers additional vacations;
determines the labor schedule.
Working conditions of foreign citizens and its payment are determined according to the legislation separate employment contracts.
9. Society answers for the obligations all property on which according to the law collection upon the demand of creditors can be turned.
Society does not bear responsibility according to obligations of his participants.
Members of Society do not answer for obligations Society and bear risk of the losses connected with activities of Society within the cost of the deposits. Joint liability according to obligations of Society within the cost of not brought part of contribution of each of such participants is conferred on members of Society who made contributions not in full.
Society does not answer for obligations the legal entities formed by it.
Members of Society
10. Members of Society have the right:
1) to take part in management of Society;
To receive 2) according to the legislation profit share it is pro rata to the share in the authorized capital of Society;
3) to take part in activities of Society based on the employment contract (contract) or the agreement of civil nature;
To acquire 4) in priority procedure products, works and services which are made by Society;
5) to obtain information on activities of Society, condition of its property, the sizes of profit and losses;
6) to choose and be elected to bodies of Society.
Members of Society have other rights, stipulated by the legislation and this Charter.
11. The member of Society has the right to leave it, having reported about the exit not later than three months.
The participant leaving Society has the right to payment of the amount which equals costs of part of property, its pro share in the authorized capital of Society. By agreement between the member of Society and Society payment of the specified amount can be replaced with cession of property in nature.
If the contribution to the authorized capital is performed by transfer of property use right, the corresponding property returns to the member of Society without remuneration payment.
12. Members of Society shall:
1) to fulfill requirements of constituent and other internal documents of Society;
2) to carry out the decision of general meeting of members of Society (further - general meeting) and other bodies of Society;
3) to fulfill the obligations to Society, including those which are connected with property participation;
4) not to disclose trade secret and confidential information on activities of Society;
5) to fulfill other duties, stipulated by the legislation and decisions of general meeting.
Authorized capital of Society
13. The authorized capital of Society consists of deposits of his participants. The size of the authorized capital of Society equals to deposit amount of his participants.
14. Release of the member of Society from obligation is not allowed to make contributions to the authorized capital of Society, including by zachteniye of requirements to Society.
15. The authorized capital of Society is subject to payment by his participants before the termination of the first year from the date of state registration of Society.
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