Change of the list of participants of LLC, ALC (sale of business)

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Change in the composition of members of a legal entity (sale/assignment of the business)

REGISTRATION TERM – 1 day. Registration can be carried out in a shortened period – in 6 hours or in 2 hours – with an additional payment to the State Budget in the amounts established by the Resolution of the Cabinet of Ministers of Ukraine No. 1133 dated 12/25/2015.

LIST OF DOCUMENTS (ORIGINALS ONLY!):

  • act of acceptance-transfer of a share in the authorized capital of the company
    • can be prepared by a notary for an additional fee with the client providing the necessary data;
    • attention! the notarial form of the act is mandatory + the act must be printed on special forms of the notary of Ukraine (requirement of Part 5 of Article 17 of Law No. 755 of 05.15.2003) – acts executed by the participant(s) abroad are NOT accepted, since in this case the requirement to present the text on special forms of the notary of Ukraine is not met;
  • in the event of alienation of a share by the participant/founder through a representative – a notarized Power of Attorney from the participant for the submission of documents + passport of the representative under the Power of Attorney and his personal presence;
  • in case the seller and/or buyer of a share in the authorized capital is a NON-RESIDENT LEGAL ENTITY (FOREIGN legal entity) – an extract from the trade (commercial) register of the country of origin of the parent company-founder OR another document confirming the registration of a foreign legal entity in the country of its location (certificate of good standing, certificate of incorporation, certificate of the company’s registered address)
    • attention! the extract (registration document) must be issued no more than 1 month ago (requirement of clause 13-1 of Article 15 of Law No. 755 of 05.15.2003)
  • in case the seller and/or buyer of a share in the authorized capital is a FOREIGN INDIVIDUAL – a notarized copy of the passport (identity document and citizenship document) issued no more than 90 days ago! (requirement of clause 22 of article 17 of Law No. 755 of 05.15.2003)
    • if the personally present participant (founder)-FOREIGNER has a passport with him, a notarized copy of the passport can be drawn up by a notary when submitting documents for registration;

ATTENTION! In many cases, due to a change in the list of the company’s participants, it is necessary to submit a new ownership structure and updated information about the ultimate beneficiaries of the company. The deadline for submission according to Law No. 361-IX of 06.12.20219 is 30 working days. Failure to submit entails liability in the form of large fines (from 54,000 UAH).

Attention! Documents issued abroad must be legalized in their country of origin (apostille) before submission and translated into Ukrainian with a notarized translation of the entire document (including the apostille). The list of countries from which documents do not require legalization (apostille) – see the link: https://frankfurt.mfa.gov.ua/konsulski-pitannya/zasvidchennya-dokumentiv/apostille

Attention! Registration and registration of legal entities with the participation of russian citizens, beneficiaries from the russian federation and russian companies is strictly prohibited! Registration and registration of legal entities with the participation of sanctioned citizens and companies is strictly prohibited in most cases!

COST (2025) – from 3500 UAH (including administrative fee), depends on the type and number of participants (individual or legal entity, resident or non-resident), the level of complexity of the ownership structure, the number of beneficial owners, the need for translation of documents into Ukrainian, the volume of documents for approval, examination and scanning during registration.

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