of September 19, 1991 No. 1576-XII
About economic societies
This Law determines concepts and types of economic societies, rules of their creation, activities, and also the right and obligation of participants and founders.
Economic society is the legal entity whose authorized (share) capital is divided into shares between participants.
Economic societies this Law the companies, organizations, the organizations created on the basis of the agreement by legal entities and citizens by consolidation of their property and business activity for the purpose of profit earning are recognized.
Treat economic societies: joint-stock companies, limited liability companies, additional liability companies, complete societies, limited societies.
Societies can be engaged in any business activity which is not contradicting the legislation of Ukraine.
Economic societies can acquire the property and personal non-property rights, enter obligations, appear in court and reference tribunal on its own behalf.
Acquisition by economic society of shares (shares), assets of other economic societies shall be performed with observance of requirements of the legislation on protection of the economic competition.
The name of society shall contain data on its form of business (type of society), the name, and also other data provided by the law.
The name of society contains in constituent documents of society.
The name of society cannot specify belonging of society to the relevant ministries, departments and public organizations. The location (arrangement) of society shall be in Ukraine.
The companies, organizations, the organizations, and also citizens, except the cases provided by legal acts of Ukraine can be founders and members of society.
The companies, the organizations and the organizations which became members of society are not liquidated as legal entities.
Foreign citizens, stateless persons, foreign legal entities, and also the international organizations can be founders and members of economic societies on an equal basis with citizens and legal entities of Ukraine, except the cases established by legal acts of Ukraine.
Economic society, except complete and limited societies, can be created by one face who becomes his single participant.
The joint-stock company, society with limited and additional liability company are created and act on the basis of the Charter, complete and limited society - the promotional agreement. Constituent documents of society in the cases provided by the current legislation are approved with the Antimonopoly Committee of Ukraine.
Constituent documents shall contain data on type of society, subject and the purposes of its activities, the list of founders and participants, the name, the size and procedure for formation of the authorized (constituted) capital, procedure for profit distribution and losses, structure and competence of bodies of society and procedure for adoption of decisions by them, including the list of questions on which the qualified majority of votes, procedure for signing of constituent documents, procedure for modification of constituent documents and procedure for liquidation and reorganization of society is necessary.
Lack of the specified data in constituent documents is the basis for refusal in state registration of society.
Constituent documents can include other conditions which are not contradicting the legislation of Ukraine.
Economic society can be created and act on the basis of the model charter according to the procedure, determined by the law.
If economic society is created and acts on the basis of the model charter in the decision on its creation which is signed by all founders, data on type of society, its name, the location, subject and the purposes of activities, the list of founders and participants, the size of the authorized (share) capital, the size of shares of each of participants, procedure for introduction of deposits by them, and also information on implementation of activities based on the model charter are specified.
If in constituent documents of society the term of its activities is not specified, society is recognized created sine die.
Society acquires the rights of the legal entity from the date of its state registration.
State registration of societies is carried out according to the procedure, established by the law for state registration of legal entities.
The societies which are engaged in banking activity are registered the National Bank of Ukraine according to the procedure, determined by the legislation of Ukraine on banks and banking activity.
Changes which happened in constituent documents of society and which are subject to state registration according to the procedure, determined by the Law of Ukraine "About state registration of legal entities, physical persons entrepreneurs and public forming".
Society shall within three working days from decision date inform on modification of constituent documents body which carried out registration, for entering of necessary changes into the state register.
Society can open current and supplementary (deposit) accounts in banks, and also sign contracts and other agreements only after its registration. The agreements signed on behalf of society until registration are recognized concluded with society only on condition of their subsequent approval by society.
The agreements signed by founders until registration of society and further not approved by society, attract consequence in law only for founders.
Society has the right to create in the territory of Ukraine and beyond its limits branches and representations, and also affiliated enterprises according to the current legislation of Ukraine.
Members of society have the right:
b) take part in income distribution of society and receive their share (dividends). The right to part of profit (dividends) it is proportional to part of each of participants persons who are members of society for the beginning of payment due date of dividends have;
c) leave in accordance with the established procedure society;
d) obtain information on activities of society. Upon the demand of the participant society shall provide him for acquaintance year balances, reports of society on its activities, protocols of meetings;
e) perform alienation of shares in the authorized (share) capital of society, the securities certifying participation in the society, according to the procedure established by the law.
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