Among the following innovations introduced by the Law of Ukraine On Limited and Additional Liability Companies (hereinafter referred to as the Law), the order of increase/decrease in the size of the authorized capital of the company can be distinguished.
As before, the change in the size of the authorized capital of the company falls within the competence of the General Assembly.
The decision will be considered adopted if 3/4 of the votes of the total number of all participants vote for it. The contribution of the participants (in the form of money, securities, other property) is expressed in the national currency of Ukraine and may additionally have a percentage ratio. At the same time, in the case of a non-monetary contribution, its monetary value is subject to approval by 100% of the votes of all participants (that is, unanimously).
In addition, from now on the size of the authorized capital of the company does not necessarily have to be indicated in the statute.
The increase in the size of the authorized capital can be carried out:
• only after all members of company have made their contributions in full;
• without additional contributions of participants due to the retained earnings of the company, and the list of participants and the ratio of the size of their shares in this case can be changed;
• due to the additional contributions of participants and/or third parties by:
1) the adoption by the General Meeting of a decision on the need to raise additional deposits with an indication of the total amount of increase in the share capital;
2) making additional contributions (in the form of money, securities, other property):
– participants with preemptive rights, in a period of not more than one year;
– by third parties and other participants, after the expiration of the time limit for making contributions by the participants with a preferential right, and that occurs no more than within six months;
3) the adoption by the General Meeting of the decision, within one month from the date of expiration of the period for making additional contributions, on approval of:
– the results of making additional contributions,
– the size of the shares of each of the participants, taking into account the contributions actually made,
– increased final amount of share capital that has been paid.
Features of reducing the size of the authorized capital of the company:
• reduction of the nominal value of the participants’ shares does not lead to a change in the ratio of the nominal value of their shares;
• the Executive Body informs each unsecured creditor of the company about the decision to reduce the size of the authorized capital.
The consequence of the decision to reduce the size of the authorized capital may be the appeal of the creditor with the requirement to the company about:
1) the conclusion of the contract of enforcement, or (at the choice of the company)
2) performance of the obligation to the creditor, or (at the choice of the company)
3) the conclusion of another contract with the creditor.
If you have any questions, please contact the Associate Partner Arthur Kiyan.