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LAW OF UKRAINE

of May 15, 2003 No. 755-IV

About state registration of legal entities, physical persons entrepreneurs and public forming

(as amended on 06-12-2019)

This Law governs the relations arising in the sphere of state registration of legal entities, their symbolics (in the cases provided by the law), the public forming which do not have the status of the legal entity and physical persons entrepreneurs.

Section I General provisions

Article 1. Determination of terms

1. In this Law the following basic concepts are used:

1) the extract from the Unified State Register of Legal Entities, physical persons entrepreneurs and public forming (further - the statement) - the document in electronic or in the cases provided by this Law in paper form which is created by results of carrying out registration actions and contains the information about the legal entity or his separate division, physical person entrepreneur (including about registration in bodies of the state statistics and tax authorities, licensing and documents of allowing nature) or public forming which has no status of the legal entity, and also about the carried-out registration action;

2) the extract from the Unified State Register of Legal Entities, physical persons - entrepreneurs and public forming (further - extraction) - the document in paper or electronic form created by the software of the Unified State Register of Legal Entities of physical persons entrepreneurs and public forming by the criteria of search specified by the applicant also contains data from the Unified State Register of Legal Entities, physical persons entrepreneurs and public forming which are urgent for date and time of forming of the statement or for date and time specified in request or information on lack of such data in this register

3) public forming - political parties, structural formations of political parties, public associations, local cells of public association with the status of the legal entity, labor unions, their associations, the organizations of labor union provided by the charter labor unions and their associations, the creative unions, local cells of the creative unions, permanent reference tribunals, the organizations of employers, their consolidation, separate divisions of foreign non-governmental organizations, representations, branches of foreign charitable organizations;

4) state registration of legal entities, the public forming which do not have the status of the legal entity and physical persons entrepreneurs (further - state registration) - official recognition by the certificate the state of the fact of creation or termination of the legal entity, public forming which has no status of the legal entity, the certificate of the fact of availability of the corresponding status of public association, labor union, its organization or consolidation, political party, the organization of employers, associations of the organizations of employers and their symbolics, certification of the fact of acquisition or deprivation of the status of the entrepreneur by physical person, changes of data which contain in the Unified State Register of Legal Entities, physical persons entrepreneurs and public forming, about the legal entity and physical person entrepreneur, and also carrying out other registration actions, provided by this Law;

5) the state registrar of legal entities, physical persons entrepreneurs and public forming (further - the state registrar) - the face consisting in employment relationships with the subject of state registration, the notary;

6) the holder of the Unified State Register of Legal Entities, physical persons entrepreneurs and public forming (further - the holder of the Unified state register) - the Ministry of Justice of Ukraine which takes the organizational measures connected with ensuring functioning of the Unified State Register of Legal Entities, physical persons entrepreneurs and public forming;

7) the Unified State Register of Legal Entities, physical persons entrepreneurs and public forming (further - the Unified state register) - the single state information system providing collection, accumulating, processing, protection, accounting and provision of information on the legal entities, physical persons entrepreneurs and public forming which do not have the status of the legal entity;

8) applicant:

the founder (founders) or person authorized by them - in case of submission of documents for state registration of creation of the legal entity, public forming which has no status of the legal entity;

the head of state body, local government body or person authorized by it - in case of submission of documents for state registration of creation of state body, local government body;

the commission chairman on the termination or person authorized by it - in case of submission of documents for state registration of the termination of the legal entity;

the authorized representative of the legal entity, public forming which has no status of the legal entity, - in case of submission of documents for carrying out other registration actions concerning the legal entity, public forming which has no status of the legal entity;

the heir or the legal successor of the member of limited liability company, additional liability company or person authorized by them - in case of filing of application about the accession to limited liability company, additional liability company according to the procedure of inheritance (legal succession) for state registration of changes in the information about the legal entity containing in the Unified state register;

the participant who leaves limited liability company, additional liability company, his heir or the legal successor or person authorized by them - in case of filing of application about exit from limited liability company, additional liability company for state registration of changes in the information about the legal entity containing in the Unified state register;

person who acquired share (part of share) in the authorized capital of limited liability company, additional liability company (transferred) person who alienated, or person authorized by them - in case of submission of the act of acceptance transfer of share (part of share) in the authorized capital of limited liability company, additional liability company for state registration of changes in the information about the legal entity containing in the Unified state register;

the claimant or person authorized by him - in case of submission of the judgment which took legal effect on determination of the size of the authorized capital of limited liability company, additional liability company and the sizes of shares of members of such society or the judgment which took legal effect on collection from the defendant (reclamation from its ownership) of share (part of share) in the authorized capital of limited liability company, additional liability company for state registration of changes in the information about the legal entity containing in the Unified state register;

Fund of guaranteeing household deposits - in case of submission of documents for state registration of the decision on the termination of bank in connection with decision making about withdrawal of the banking license and liquidation of bank;

The Ministry of Justice of Ukraine and its territorial authorities - in case of submission of documents for state registration of the decision on the termination of political party, its structural education in connection with adoption by court of the decision on cancellation of registration or you will lock activities of political party;

The Ministry of Justice of Ukraine - in case of submission of documents for state registration of the termination of separate division of foreign non-governmental organization, representation, branch of foreign charitable organization;

the physical person having intention to become the entrepreneur, or person authorized by it - in case of submission of documents for state registration of physical person by the entrepreneur;

physical person entrepreneur or person authorized by it - in case of submission of documents for carrying out other registration actions concerning the physical person - the entrepreneur;

state body, relatives (the husband, the wife, parents, children, grandsons, the grandfather, the grandmother, brothers, sisters) and heirs of physical person entrepreneur - in case of submission of documents for state registration of the termination of business activity of physical person entrepreneur in connection with his death, recognition it is unknown absent or the announcement the dead;

other persons according to this Law;

9) code of access to results of provision of administrative services in the sphere of state registration (further - identification number) - the unique digital sequence quantity from 6 to 12 symbols generated in the automatic mode is also used for access to results of consideration of documents through the portal of electronic services of legal entities, physical persons entrepreneurs and public forming (further - the portal of electronic services);

10) personal office of the legal entity, other organization and physical person entrepreneur (further - personal office) - the personal page on the Internet of the legal entity, physical person entrepreneur and public forming which has no status of the legal entity, on the portal of electronic services, intended for submission of documents electronically for carrying out registration actions, non-paid access for the legal entities, physical persons entrepreneurs and public forming which do not have the status of the legal entity to data on results of consideration of these documents, documents containing in registration case of such persons electronically, and the information about these persons which is urgent at the time of request or for certain date;

11) the portal of electronic services - the website organized as system multi-level consolidation of different resources and services for providing the maximum information access and to services in the sphere of state registration, licensing and authorization system in the sphere of economic activity;

12) the principle of acquiescence in the sphere of state registration (further - the principle of acquiescence) - the principle according to which the state registrar acquires the right to carrying out state registration and other registration actions without obtaining from state bodies according to the procedure and the cases determined by this Law, the relevant documents (except judgments and executive documents) or the data provided that the relevant state bodies did not send to the time established by this Law to the state registrar such documents or data;

13) registration case - set of documents in paper and/or electronic form which moved for carrying out registration actions;

14) subject of state registration:

The Ministry of Justice of Ukraine - in case of state registration of political parties, All-Ukrainian labor unions, their associations, the All-Ukrainian Unions of the organizations of employers; separate divisions of foreign non-governmental organizations, representations, branches of foreign charitable organizations, permanent reference tribunals which founders are All-Ukrainian public organizations, the All-Ukrainian creative unions of symbolics of public forming;

the central executive body which realizes state policy in the sphere of religion, Council of Ministers of the Autonomous Republic of Crimea, the regional, Kiev and Sevastopol city public administrations - in case of state registration of legal entities of the religious organizations

territorial authorities of the Ministry of Justice of Ukraine in the Autonomous Republic of Crimea, areas, the cities of Kiev and Sevastopol - in case of state registration of primary, local, regional, regional and republican labor unions, their organizations and associations, structural formations of political parties, the regional (local) creative unions, territorial cells of the All-Ukrainian creative unions, local, regional, republican the Autonomous Republic of Crimea, the Kiev and Sevastopol city organizations of employers and their associations, permanent reference tribunals, public associations, their separate divisions, public associations which have no status of the legal entity, confirmation of the All-Ukrainian status of public association;

executive bodies of village, settlement and city councils, Kiev and the Sevastopol city, district, district public administrations, notaries in the cities of Kiev and Sevastopol - in case of state registration of other legal entities and physical persons entrepreneurs.

Executive bodies of village, settlement and city councils (except the cities regional and/or republican values of the Autonomous Republic of Crimea) receive powers on state registration of legal entities (except the cases provided by paragraphs the second - the fourth this Item) and physical persons entrepreneurs according to this Law in case of adoption of such decision by the relevant council.

The paragraph of the eighth is excluded according to the Law of Ukraine of 03.10.2019 No. 159-IX.

The paragraph the ninth is excluded according to the Law of Ukraine of 03.10.2019 No. 159-IX;

The paragraph the tenth is excluded according to the Law of Ukraine of 03.10.2019 No. 159-IX.

The paragraph the eleventh is excluded according to the Law of Ukraine of 03.10.2019 No. 159-IX;

15) technical mistake - slip, the printing, grammatical, arithmetic mistake made by the state registrar when carrying out registration actions by it;

16) the technical administrator of the Unified state register (further - the technical administrator) - the state unitary enterprise determined by the Ministry of Justice of Ukraine carried to the sphere of its management performs measures for creation, completion and support of the software of the Unified state register, the portal of electronic services and is responsible for their technical and technological support, preserving and data protection, containing in the Unified state register, provides, blocks and cancels access to the Unified state register and provides training in work with this register;

17) the constituent document of the legal entity - the constituent act, the charter, the program of political party, the model charter, the foundation agreement, the individual statement (memorandum), provision, etc.

18) cameral check - the inspection which is carried out in the Ministry of Justice of Ukraine only based on data of the Unified state register.

The terms "final beneficial owner" and "structure of property" are used in the value given in the Law of Ukraine "About prevention and counteraction of legalization (washing) of income gained in the criminal way, to financing of terrorism and financing of distribution of weapons of mass destruction".

2. Other terms are used in the values given in Economic, Civil codes of Ukraine and other legal acts.

Article 2. The legislation in the sphere of state registration

1. The relations arising in the sphere of state registration are regulated by the Constitution of Ukraine, this Law and regulatory legal acts adopted according to this Law.

2. If the international treaty which consent to be bound is provided by the Verkhovna Rada of Ukraine establishes other regulations, than those which are stipulated by the legislation Ukraine about state registration are applied regulations of the international treaty.

Article 3. Law coverage

1. Operation of this Law extends to the relations arising in the sphere of state registration of legal entities irrespective of legal form, pattern of ownership and subordination, their symbolics (in the cases provided by the law), the public forming which do not have the status of the legal entity and physical persons entrepreneurs.

2. Features of state registration of public forming, the religious organizations can be established by the law.

Article 4. General provisions of state registration

1. State registration is based on the following basic principles:

1) obligation of state registration in the Unified state register;

2) publicity of state registration in the Unified state register and the documents which formed the basis for its carrying out;

3) settlements of the relations connected with state registration, and features of state registration it is exclusive this Law;

4) state registration by the declarative principle;

5) it is excluded;

6) unities of methodology of state registration;

7) objectivity, reliability and completeness of data in the Unified state register;

8) entering of data into the Unified state register only on the basis and according to this Law;

9) openness and availability of data of the Unified state register.

2. State registration of legal entities, the public forming which do not have the status of the legal entity based on the documents filed in paper form is made within the Autonomous Republic of Crimea, area, the cities of Kiev and Sevastopol in the location of the legal entity or public forming which has no status of the legal entity.

By order of the Ministry of Justice of Ukraine state registration of legal entities, the public forming which do not have the status of the legal entity based on the documents filed in paper form in certain cases can be carried out within several administrative and territorial units determined by paragraph one of this part or irrespective of the location of the legal entity or public forming which has no status of the legal entity, within Ukraine.

State registration of physical persons entrepreneurs based on the documents filed in paper and electronic form and also state registration of legal entities, the public forming which do not have the status of the legal entity based on the documents submitted electronically is made irrespective of their location.

3. State registration of changes in the information about the legal entity containing in the Unified state register as a result of the notarial certificate of the transaction, subject kotoro1 is alienation (transfer) of share of the founder (participant) in the authorized (share) capital (share fund) of the legal entity (except joint-stock companies, limited liability companies, additional liability companies), as a result of issue of the certificate on the right to inheritance on share of the founder (participant) in the authorized (share) capital (share fund) of the legal entity (except joint-stock companies, limited liability companies, additional liability companies) is carried out by the notary who makes the corresponding notarial action, right after making of certifying text on the document or signings of the document which is issued to them, except cases of the notarial certificate of the transaction, which legal consequence contacts approach of certain circumstance, and other cases provided by this Article.

In the presence of reasonable excuses (event (force majeure) extraordinary or inevitable under existing conditions state registration of changes as a result of making of the corresponding notarial action can be carried out to the information about the legal entity containing in the Unified state register by other notary by agreement with it and with the prior written notice of the relevant territorial authority of the Ministry of Justice of Ukraine with indication of reasonable excuses, the information about the notary who will carry out state registration of changes to the information about the legal entity containing in the Unified state register and absence term.

Transfer of statements on carrying out state registration of changes in the information about the legal entity containing in the Unified state register to other notary is performed by means of software of maintaining the Unified state register by the relevant territorial authority of the Ministry of Justice of Ukraine.

In case of the death of the notary, the announcement his dead or it is unknown absent according to the procedure, established by the law or if the notary for health reasons cannot make the actions provided by paragraph one of this part, the termination or suspension of operations of such notary, transfer of statements on carrying out state registration of changes in the information about the legal entity containing in the Unified state register to other notary is performed by order of the relevant territorial authority of the Ministry of Justice of Ukraine.

Rules of this part are applied also to cases of carrying out other registration actions by the notary who in the presence of the conditions determined by parts two and third this Article cannot carry out registration actions within the terms determined by this Law with the statements which are under consideration at such notary.

4. In case of allocation of legal entities state registration of the legal entities formed as a result of allocation and state registration of changes in the data containing in the Unified state register on the legal entity from whom allocation is performed, concerning the legal entity - the legal successor is performed. Allocation is considered complete from the date of state registration of changes in the data containing in the Unified state register on the legal entity from whom allocation is performed, concerning the legal entity - the legal successor.

5. In case of merge of legal entities state registration of the newly created legal entity and state registration of the termination of legal entities which stop as a result of merge is performed. Merge is considered complete from the date of state registration of the termination of legal entities who stop as a result of merge.

6. In case of transformation of legal entities state registration of the termination of the legal entity which stops as a result of transformation, and state registration of the newly created legal entity is performed. Transformation is considered complete from the date of state registration of the newly created legal entity.

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