Just two months ago, Verkhovna Rada tried unsuccessfully to overcome the veto of President Victor Yushchenko to the Law № 2081 “On Amending the Law on Amendments and Repeal of Certain Legislative Acts of Ukraine in connection with the adoption of the Civil Code of Ukraine, and the this week is scheduled to consider a similar bill with the act number 2059 “On amending some laws of Ukraine (regarding the number of participants limited liability company).
    The law, which vetoed the head of state, freeing operating in the country of a limited liability company from having to fulfill the requirement article 50 of the Law “On Business Associations”, which limits the maximum number of founders LTD ten persons.

This provision of the 50 th article, which came into force in July 2007, demanded that the existing LLC or reduce the number of their “dolevikov” to ten, or liquidated or transformed into an open joint stock company. But for 2,5 years to obey the orders of this unit, especially since the penalties for failure to perform the requirements of this article were not provided anywhere. Most of the “crowded” OOO simply waiting inconvenient rule undo. In this situation, any contracting party the opportunity raider capture such a society or its elimination as a company. “Failure to comply with the law to challenge the very legitimacy of the existence of a specific Ltd.” - said Chairman of the Subcommittee on Economic Legislation Committee BP on economic policy Yuri Nikolaev. That is why the People”s Deputy, and rushed to roll vetoed a similar bill, but also to “improve” his next innovation. But because the document is written in a hurry, innovations have turned out, to say the least, unfinished.

Five-Year Plan
    One of the reasons why the Company did not want to be transformed into joint-stock company, is the fact that the first part to this lack of money. Under the business entity, the authorized capital of JSC must be at least 1,250 times the minimum wage (from 01.01.10 - the 1.086 million UAH.) But UV Ltd to 2010 amounted to 100 minimum wages (from 30.12.09, after entry into force of the Law “On amending some laws of Ukraine on simplification of business conditions in Ukraine”, the minimum charter capital of OOO - one minimum wage).
    Therefore, to stimulate LLC to transform into joint stock companies, developersare allowed to bill number 2059 Ltd in the event of changes in the charter capital of OAO form within five years. But the authors of the document, the deputies Alexander Chernomorov and Yuri Voropayev, not only did not bother to describe the procedure for the formation of the authorized capital of the “five years”, but somehow forgot to take into account the basic norms of the existing company law. “If in case of increase in share capital of OOO enough recording relevant changes in the statute, the increase in authorized capital of JSC is by registering additional shares of the State Commission on Securities and Stock Market,” - said the legal counsel of YLC Arthur Skripnik. Therefore, it is unclear what will be the company all these five years: The state commission shall not register a joint-stock company with insufficient size of the share capital. Even more amusing to look like another nuance: the entry into force in April 2009 the Law “On Joint-Stock Companies in Ukraine can no longer establish a JSC, only private or public company (Chao and PAO).

With the adoption of the bill number 2059 could happen that the current JSC and JSC especially in the rush to transform Ltd.

Sotka

no less controversial and a second innovation of the bill: increasing the quota of maximum number of participants limited liability company with 10 to 100 persons. On the one hand, this frees the bulk of the force in the country of limited liability companies from the need to transform or reduce the number of shareholders. “It has few societies in which 100 or more participants. Unless agricultural Ltd, operating since the free privatization with the participation of members of collective farms, have as many participants,” - said the legal counsel of the company “Noerr Shtifengofer Lutz Leonid Soroka.
 

On the other hand, the authors of the bill actually discredited the idea of the functioning of the country”s private stock companies. Recall, according to the Law “On Joint Stock Companies”, the quantitative composition of the shareholders of the private joint-stock company may not exceed 100 persons.
 

With adoption of the bill number 2059 could happen that the Company will not turn into a CHAO PAO and, on the contrary - and especially the current JSC JSC rush converted to LLC. “For CHAO not preserved benefits that are at the company, such as: requirement of disclosure of information about the activities of the society or the right of priority to buy shares of the Company shareholders. What we need most to stay private” - the chairman of the board of directors, one of the largest in Ukraine avtotorgovtsev who wished to remain anonymous.
  Many

“aktsionerok” vista transformation in LLC interest is the fact that the majority shareholder of JSC provides an opportunity to get rid of “pesky” minority shareholders. “In a society with limited liability can be excluded” extra “participants in the payment of their respective ownership interest in the LLC and at the same time concentrate package of corporate rights in the right hands”, - says Leonid Soroka.

By the way, the procedure of “cleaning” the owners of society just to ugliness. Under Act st.64 business entity, you can exclude members of the two violations. The first - a systematic failure or improper performance of duties of LLC members (Article 11 of the Law “On Business Associations” obliges shareholders to adhere to the constituent documents of the company, to implement the decisions of general meetings and other public authorities; perform property obligations to society, including making contributions to the the amount, mannerand means provided by statute, not to divulge trade secrets and confidential information about the activities of society). Second - obstruction of the society in achieving its goals (goals, in accordance with Article 4 of the Law on the business entity must be declared in the statute LLC). However, not so easy and painless as possible for the LLC may be the procedure “reckoning” with the expelled member LLC, but only if the proportion of members in society is essential. From small as co-sponsors from majority shareholder will be no problems …

Lawyer - …

… of reckoning

Skripnik, attorney legal team YLC:

- When exiting a limited liability company member may apply for the allocation of the assets of the company belonging to him part. Shareholders can only sell their shares in no way touching the property of society. Thus, it is possible, when a group of participants out of the Company and out of the assets needed for the continued operation of the enterprise. In the case of joint-stock company is impossible.

… the effects of

Leonid Soroka, attorney law firm “Noerr Shtifengofer Lutz”:

- Setting a maximum number of participants limited liability company of 100 persons can provoke the transformation of AO with the composition of participants no more than 100 persons in the LLC. The consequence of this process can be a decrease in the total share capital in the country and as a result, the decrease in the stock market. The proposed bill also can be used for the concentration of shares in the hands of the majority of participants through the conversion of SA Ltd and exclusion of minority parties. We exclude shareholder of AD is not possible, can only be possible to dilute its stake.

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