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Deadline for LLCs: Annual General Meeting till end of June 2020

05/ 06/ 2020
  Valeriia Kostenko. Junior Legal Advisor of Accountor In this article, we would like to remind you that convening the annual general meeting is mandatory in accordance with the Law of Ukraine of 06.02.2018 #2275-VIII On Limited and Additional Liability Companies (hereinafter - the Law). Please see details below. Convening the annual general meeting. The annual general meeting of shareholders is to be convened by the executive body, unless otherwise provided by the charter, within six months of the year following the reporting year. The executive body of the company must notify the company’s shareholders at least 30 days prior to the scheduled date of the general meeting (or within another period if otherwise provided by the charter). If the charter does not provide for any other features of the general meeting than in the law, the general meeting 2020 must be held no later than June. Requirements for the agenda. The agenda of the annual general meeting of shareholders must include items related to the distribution of the companys net profits, the payment of dividends and the amount of dividends. Absentees voting. The law allows for a shareholder of the company to participate in the general meeting of shareholders by providing their will to vote on the items of the agenda in writing (absentee voting). No particular form is prescribed for such letters. The authenticity of the shareholders signature on the document must be notarized. This document must be attached to the minutes of the general meeting of participants and stored along with it. Survey. Unless otherwise provided by the companys charter, the decision of the general meeting of participants may be made by means of survey. In this case, the draft of the decision or of the item to be voted for is sent to the shareholders, who must communicate their opinion in writing. Within ten days from the date of receipt of the notice from the last shareholder, the Chairman must notify all of the shareholders of the decision. However, the Companys charter may prescribe that certain decisions shall not made by means of survey, or the Charter may even prohibit such way of voting. Therefore, before choosing the survey method, it is necessary to check if the Charter has any restrictions for such procedures. Please note that according to the law, decisions on certain matters may not be made by means of survey. These are: Election of the members of supervisory board and executive body, and the termination of their powers; Making any changes to the companys charter, or making a decision that the company’s activities shall be governed by a model charter; Merger, acquisition, division, separation or transformation of the company, approval of the charters of successors; Liquidation of a company; Decisions on the size of the authorized capital and the shares of the companys shareholders in cases provided by thе Law; Exclusion of a shareholder from a company. Annual general meeting of a company with sole shareholder. According to Part 1 of Art. 37 of the Law, if a company has sole shareholder, decisions on matters within the competence of the general meeting of shareholders are to be made by the shareholder of the company single-handedly, whereas the decision much be documented by the shareholder in writing. If you need professional assistance with the required documents / notifications / data for the annual general meeting or with any other legal matters, we will be happy to advice. Contact us!

Valeriia Kostenko

Junior Legal Advisor of Accountor

In this article, we would like to remind you that convening the annual general meeting is mandatory in accordance with the Law of Ukraine of 06.02.2018 #2275-VIII “On Limited and Additional Liability Companies” (hereinafter – the Law). Please see details below.

Convening the annual general meeting. The annual general meeting of shareholders is to be convened by the executive body, unless otherwise provided by the charter, within six months of the year following the reporting year. The executive body of the company must notify the company’s shareholders at least 30 days prior to the scheduled date of the general meeting (or within another period if otherwise provided by the charter). If the charter does not provide for any other features of the general meeting than in the law, the general meeting 2020 must be held no later than June.

Requirements for the agenda. The agenda of the annual general meeting of shareholders must include items related to the distribution of the company’s net profits, the payment of dividends and the amount of dividends.

Absentees voting. The law allows for a shareholder of the company to participate in the general meeting of shareholders by providing their will to vote on the items of the agenda in writing (absentee voting). No particular form is prescribed for such letters. The authenticity of the shareholder’s signature on the document must be notarized. This document must be attached to the minutes of the general meeting of participants and stored along with it.

Survey. Unless otherwise provided by the company’s charter, the decision of the general meeting of participants may be made by means of survey. In this case, the draft of the decision or of the item to be voted for is sent to the shareholders, who must communicate their opinion in writing. Within ten days from the date of receipt of the notice from the last shareholder, the Chairman must notify all of the shareholders of the decision. However, the Company’s charter may prescribe that certain decisions shall not made by means of survey, or the Charter may even prohibit such way of voting. Therefore, before choosing the survey method, it is necessary to check if the Charter has any restrictions for such procedures.

Please note that according to the law, decisions on certain matters may not be made by means of survey. These are:

  1. Election of the members of supervisory board and executive body, and the termination of their powers;
  2. Making any changes to the company’s charter, or making a decision that the company’s activities shall be governed by a model charter;
  3. Merger, acquisition, division, separation or transformation of the company, approval of the charters of successors;
  4. Liquidation of a company;
  5. Decisions on the size of the authorized capital and the shares of the company’s shareholders in cases provided by thе Law;
  6. Exclusion of a shareholder from a company.

Annual general meeting of a company with sole shareholder. According to Part 1 of Art. 37 of the Law, if a company has sole shareholder, decisions on matters within the competence of the general meeting of shareholders are to be made by the shareholder of the company single-handedly, whereas the decision much be documented by the shareholder in writing.

If you need professional assistance with the required documents / notifications / data for the annual general meeting or with any other legal matters, we will be happy to advice. Contact us!

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