Embedded Files
Services for business owners are provided to shareholders and members of business companies registered in Ukraine (limited and additional liability companies, joint-stock companies). Services are provided to both residents of Ukraine (individuals and legal entities) and non-residents (foreigners and foreign companies).
Consulting of shareholders/members on convening, holding and participating in general meetings of shareholders/members
1.1. Consulting on convening, holding and participating in general meetings of shareholders/members; development of relevant draft documents.
Within the scope of the service provision, the following may be provided:
Consultations on participation in general meetings, in particular, clarification of the requirements of the legislation and provisions of the statutory documents regarding participation in them. Analysis of the agenda items of the meetings and verification of their compliance with the requirements of the legislation. In addition, consultations are provided to shareholders on compliance with the established deadlines and the procedure for submitting documents (applications, letters, demands, propositions) in the process of preparing for the general meeting and the provision of other services.
1.2. Consulting on the development of draft powers of attorney from shareholders/members for participation in general meetings.
Within the scope of the service provision, the following may be provided:
consultations on the legal aspects of drawing up powers of attorney, including clarification of legislative requirements for their content and form. Individual powers of attorney are developed for shareholders/ members, taking into account the specifics of specific meetings or agenda items. Recommendations are provided on notarization of powers of attorney, the need and procedure for their certification are determined. Consultations are also provided on the development of special conditions in powers of attorney, such as restrictions on the right to vote on certain issues. In addition, clarifications are provided regarding the terms of validity of powers of attorney and the conditions for their termination. Also other services are provided.
1.3. Consulting on the development of draft propositions of shareholders/ members for the agenda of the general meeting of shareholders/ members.
Within the scope of the service provision, the following may be provided:
consultations on the rights of shareholders to submit propositions to the agenda of the general meeting, including clarification of the requirements of the law regarding the procedure, terms for submitting propositions. Draft propositions are developed, taking into account the interests of shareholders and compliance with the law. Recommendations are provided on the legally correct formulation of issues and draft decisions for inclusion in the agenda. Procedures and terms within which shareholders can submit propositions are explained. Propositions are also checked for compliance with the law. Clarifications are provided on the grounds for rejecting propositions, as well as support in adjusting or supplementing the agenda at the request of shareholders and ensuring that propositions are sent to the joint-stock company. Also other services are provided.
1.4. Consulting on issues of registration of voting tasks on the agenda issues of the general meeting of shareholders/members.
Within the scope of the service provision, the following may be provided:
consultations on the formulation of voting tasks, including the preparation of clear instructions for representatives at the general meeting. Individual voting tasks are developed taking into account the specifics of the issues considered at the meeting. Voting instructions are prepared, and support is provided for the registration of tasks with verification of their compliance with legislative requirements. Consultations are provided on monitoring the implementation of these tasks, with an explanation of the legal mechanisms to ensure compliance with the instructions of shareholders/ members. Also other services are provided.
1.5. Representation of the interests of shareholders/members at the general meeting of shareholders/members.
Within the scope of the service provision, the following may be provided:
representation at the general meeting involves ensuring participation in the meeting on behalf of shareholders/ members by power of attorney. Includes fulfilling the tasks of shareholders/ members regarding voting by voting in accordance with the instructions provided. Consultations are also provided on documenting the participation of a shareholder/member by representative, which guarantees the proper execution of all necessary documents. After the meeting reporting to shareholders on the results of the meeting is provided, which includes providing a report on the representative's actions and their results; provision of other services.
1.6. Consulting on the preparation and execution of minutes of the general meeting of shareholders/ members.
Within the scope of the service provision, the following may be provided:
drafting the minutes of the meeting, including assistance in preparing an official document that reflects the voting results and decisions made. Consultations are provided on the requirements for the content of the minutes, containing explanations of the legislative norms that regulate its preparation. The minutes are checked for compliance with the law, including legal analysis, to ensure compliance with the requirements of the law and the internal documents of the company. Furthermore, support is provided in the preparation of the decisions of meetings in the minutes, which ensures the correct recording of the voting results. Other services are also provided within the framework of drafting the minutes of the meeting. Other services are also provided.
1.7. Consulting on the development of a draft notification on the replacement of a member of the supervisory board - shareholder representative and the development of application of candidate for consent to be elected as a member of the supervisory board - shareholder representative.
Within the scope of the service provision, the following may be provided:
preparation of a draft notification on the replacement of a member of the supervisory board. Consultations are provided on the procedure for replacement of a member of the supervisory board, including clarification of the procedures and requirements for replacement of a shareholder representative in accordance with the law. A draft statement of candidate on consent to election is also prepared. Consultation on the rights of shareholders to replace members of the supervisory board.Documents are developed for the nomination of new members of the supervisory board, including the preparation of draft resolutions and other documents for the general meetings. Furthermore, we support the process of replacing members of the supervisory board, providing assistance in resolving procedural and legal issues during the replacement. Also providing other services.
1.8. Consulting shareholders/members on other issues of convening, holding and participating in general meetings of shareholders/members.
Within the scope of the service provision, the following may be provided:
consultations on the interaction of shareholders/members with the board of directors, supervisory board and executive body of the company, including clarification of mechanisms of cooperation and control over the activities of the bodies of the company. Support is also provided to shareholders/ members in organizing meetings, which includes full legal support in issues of organization, conduction and registeration the results of the general meetings, as well as resolving other related issues.
Consulting shareholders/members on their rights and on issues related to the activities of business companies.
2.1. Consulting on current legislation regarding the activities of business companies.
Within the scope of the service provision, the following may be provided:
review of current legislation: providing detailed information on laws and regulations governing the activities of business companies in Ukraine; consultations on corporate governance issues: explaining the legal aspects of company management, including the work of management bodies; consultations on changes in legislation: informing about new laws and changes that may affect the activities of the company; clarification of the legal aspects of mergers and acquisitions: consultations on legal issues related to the reorganization of a company by mergers or acquisitions; consultations on the responsibility of management bodies: clarification of the legal responsibility of officials and members /shareholders of the company; provision of other services.
2.2. Consulting on the establishment, reorganization and liquidation of business entities.
Within the scope of the service provision, the following may be provided:
consultations on the procedure for establishment a business entity: explanation of all stages of establishment a business entity, from preparation of constituent documents to registration; consultations on company reorganization: recommendations on legal and procedural aspects of reorganization (merger, division, transformation) of a business entity; support during company liquidation: assistance in organizing the company liquidation process, including preparation of draft documents; development of draft constituent documents for establishment or reorganization of a company: preparation of the Statute, corporate agreements and other necessary documents; support in the process of changing the company's owners; provision of other services.
2.3. Consulting on issues of specialized legislation, according to the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets".
Within the scope of the service provision, the following may be provided: analysis of the Law of Ukraine "On State Regulation of Capital Markets and Organized Commodity Markets": detailed explanation of the provisions of the law regulating activities in capital markets and commodity markets;consultations on requirements for joint-stock companies: recommendations on compliance with legislative norms regulating capital markets; consultations on information disclosure in accordance with the legislation on capital markets and organized commodity markets; recommendations on interaction with regulatory authorities in the field of capital markets and organized commodity markets; consultations on the application of specialized legislation; provision of other services.
2.4. Consulting on the rights and obligations of shareholders/members.
Within the scope of the service provision, the following may be provided:
consultations on rights of shareholders/members: clarification of rights of shareholders to participate in general meetings, receive dividends, vote and access to company information;information on obligations of shareholders/members to the company, including the implementation of decisions of general meetings; consultations on share acquisition rights: assistance in understanding rights of shareholders/members to purchase shares/shares or sell them; consultations on conflicts between shareholders/ members: recommendations on resolving corporate conflicts and protecting rights of shareholders/members; clarification of rights of shareholders/members in the case of reorganization of a company, as well as consultations on the rights and obligations of shareholders/ members in the case of a merger or liquidation of the company; consultations on the exercise of corporate rights: recommendations on the effective use of rights to manage the company and participate in its activities; protection of rights of minority shareholders: clarification of mechanisms of protection of rights of shareholders with a small share of shares; provision of other services.
2.5. Consulting shareholders/members on opening accounts with a depository institution.
Within the scope of the service provision, the following may be provided:
consultations on the procedure for opening accounts in a depository institution; preparation of documents for opening accounts: creation of packages of documents for opening accounts of shareholders/members in depository institutions; consultations on choosing a depository institution; support on opening of account; consulting support on changing the depository institution; provision of other services.
2.6. Consulting on the alienation, purchase and sale of shares/stocks in the authorized capitals of business companies.
Within the scope of the service provision, the following may be provided:
analysis of share purchase agreements: checking agreements for compliance with current legislation and corporate regulations; clarification of procedures that must be followed for the legal alienation of shares/stocs; consulting support during the preparation of agreements: development and verification of share purchase agreements; support of stock or share sale agreements, notarization and registration; consultations on issues of share/stock valuation; support during the transfer of ownership rights: ensuring the legality of the procedure for the transfer of ownership rights to shares or stock; provision of other services.
2.7. Consulting on disclosure of information about the presence or absence of the ultimate beneficial owner.
Within the scope of the service provision, the following may be provided:
consultations on legislative requirements regarding the need to disclose ultimate beneficial owners; analysis of documents for disclosure of information: assistance in preparing official documents confirming the presence or absence of a beneficial owner; consultations on liability for non-disclosure of information and negative consequences for legal entities; recommendations on procedures for making changes to data on ultimate beneficial owners; support in interaction with third parties on these issues; analysis of requests from legal entities for the provision of information and documents on the presence or absence of ultimate beneficial owners; provision of other services.
2.8. Consulting shareholders/members on other issues regarding their rights and the activities of business companies.
Within the scope of the service provision, the following may be provided:
consultations on the liability of shareholders/members to the company: recommendations on the obligations of shareholders/members to the company and other shareholders/members; consultations on rights in the case of a change of owners of company: clarification of the rights of shareholders/ members in the case of a change in control over the company; consultations on the protection of rights of minority shareholders: rendering of recommendations on instruments for protecting the interests of shareholders with a small share of shares; consultations on the liability of officials. Possibility of filing a derivative claim; consulting support in corporate disputes: consultations on the protection of rights of shareholders/ members in the case of corporate conflicts; provision of other services.
Consulting shareholders/members on corporate governance issues.
3.1. Consulting on current legislation on corporate governance, diagnostics of the state of corporate governance of a business company.
Within the scope of the service provision, the following may be provided: analysis of legislative requirements for corporate governance and provision of explanations regarding their application; diagnostics of the state of corporate governance of the company, with analysis of internal documents for compliance with the requirements of current legislation; provision of recommendations for improving the state of corporate governance and recommendations for bringing it into line with the norms of current legislation of Ukraine; provision of other services.
3.2. Consulting on the management structure of a business company, development of a draft Statute and internal regulations (on the bodies of a business company).
Within the scope of the service provision, the following may be provided: analysis of the existing management structure, assessment of the effectiveness and efficiency of the current organizational structure and management structure; consultations on the formation of a new management structure: recommendations for restructuring in accordance with the requirements of the legislation and the specifics of the company; verification of compliance of the company's internal documents with current legislation; development of a draft Statute that meets the requirements of the current legislation of Ukraine and the structure of share capital; development of draft internal regulations on the company's bodies and other officials and key personnel (Management Board, Supervisory Board, corporate secretary, internal audit service (internal auditor), etc.), that meet the requirements of the current legislation of Ukraine and the structure of share capital; provision of consultations on the powers and responsibilities of management bodies, development of a structure for the effective distribution of powers between the Company's bodies; support in the relevant approval and implementation of internal documents; provision of other services.
3.3. Consulting on the activities of the board of directors, supervisory board and supervisory board committees in accordance with current legislation, the Statute and internal documents of the business company; development of relevant draft documents.
Within the scope of the service provision, the following may be provided: consultations on the powers of the supervisory board: clarification of the rights and obligations of members of the board of directors, supervisory board in accordance with the legislation and the Statute; analysis of the activities of the board of directors, supervisory board: assessment of the effectiveness of its functioning and compliance with the internal documents of the company; consultations on the establishment and activities of committees of the supervisory board: recommendations on the composition, tasks and powers of the committees; development of draft internal documents for the board of directors, supervisory board: development of draft regulations regulating the work of the board of directors, supervisory board and its committees; consultations on decision-making procedures by the board of directors, supervisory board: provision of recommendations on ensuring the legality and effectiveness of decision-making; support in matters of responsibility of board members: explanation of the legal consequences of decisions made by the board of directors, supervisory board; provision of other services.
3.4. Consulting on activities of corporate secretary, in accordance with current legislation, the Statute and internal documents of the business company; development of relevant draft documents.
Within the scope of the service provision, the following may be provided: consultations on the role and responsibilities of the corporate secretary: explanation of the key functions performed by the corporate secretary; analysis of the effectiveness of the activities of corporate secretary: assessment of the work of secretary from the point of view of compliance with corporate standards; consultations on the interaction of the corporate secretary with other management bodies: provision of recommendations for optimizing cooperation with the board of directors, supervisory board and executive body; consultations on the organization of document flow of the corporate secretary: provision of recommendations on the execution of minutes, internal documents, other correspondence; consultations on the compliance of the candidacy and activities of the corporate secretary with the requirements of the current legislation of Ukraine; provision of other services.
3.5. Consulting on the activities of the internal audit service (internal auditor), in accordance with current legislation, the Statute and internal documents of the business company; development of relevant draft documents.
Within the scope of the service provision, the following may be provided: analysis of internal audit (internal auditor) activities: assessment of the effectiveness of the internal audit service (internal auditor) and its compliance with internal standards; consultations on the functions, powers and responsibilities of the internal audit service (internal auditor); consultations on the interaction of the internal audit service (internal auditor) with the board of directors, supervisory board, executive body and shareholders; consultations on the registration of internal audit results: consultations on the preparation of reports and registration of audit results; analysis of the conclusions and reports of the internal audit service (internal auditor); provision of other services.
3.6. Consulting on the activities of the executive body and other bodies (except for the general meeting of shareholders/members), in accordance with current legislation, the Statute and internal documents of the business company, development of relevant draft documents.
Within the scope of the service provision, the following may be provided: consultations on the functions and responsibilities of the executive body: clarification of the powers of the executive body of the company; analysis of the activities of the executive body: assessment of the work of body for compliance with current legislation and the Statute; development of draft internal regulations regulating the activities of the executive body; consultations on issues of decision-making by the executive body, recommendations on the procedure for making decisions in accordance with current legislation and corporate governance practices in Ukraine; consultations on the interaction of the executive body with shareholders/members; provision of other services.
3.7. Consulting on the appointment of an audit entity.
Within the scope of the service provision, the following may be provided: analysis of internal documents of the company for compliance with the requirements of current legislation in terms of competencies regarding the appointment of an audit entity to conduct a mandatory audit of financial statements; consultations on the procedure for appointing an audit entity, clarification of the procedure for selecting an audit entity in accordance with the needs and category of the company; analysis of documents for appointing an audit entity at the general meeting; consultations on issues related to conducting an audit of the company at the request of a shareholder/member; provision of other services.
3.8. Consulting shareholders/members on other corporate governance issues.
Within the scope of the service provision, the following may be provided: development of strategies for improving corporate culture: recommendations for implementing values, ethics and standards of conduct in the company; consultations on candidates for election to the company's bodies; analysis of candidates for appointment to the company's bodies for compliance with the requirements of current legislation and the Statute of the company. Consultation on other issues not specified in clauses 3.1 - 3.7.
Page updated
Google Sites
Report abuse