Registration, reorganisation and termination of LLC during martial law

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Under martial law in Ukraine, the processes of registration, reorganization, and liquidation of limited liability companies (LLCs) have undergone certain changes aimed at simplifying and adapting procedures to current circumstances.

LLC Registration

LLC registration can be completed through the following methods:

Online via the "Diia" portal: This method is only available when using a model charter.
Offline via an Administrative Services Center (ASC): Submission of documents in person.
Offline via a notary: Contacting a private notary for document preparation and submission.
Required documents for offline registration:
Application for state registration of a legal entity's establishment in the prescribed format.
Minutes of the general meeting or a decision by the sole founder to establish the LLC.
LLC Charter (if not using the model charter).
Extract from the trade register (for non-resident founders).
Ownership structure of the LLC.
Notarized copy of the document identifying the ultimate beneficial owner (UBO).
LLC Reorganization

Reorganization can be carried out through:

Division
Transformation
Spin-off
Merger
Accession

The procedure and required documents depend on the type of reorganization chosen.

Example: Spin-off

Steps in the spin-off procedure:

State registration of the decision to spin off.
State registration of new legal entities formed as a result of the spin-off.
Amendments to the details of the legal entity from which the spin-off occurred and information about the successor.
LLC Liquidation

The LLC liquidation process includes:

State registration of the liquidation decision.
Conducting the liquidation procedure, which involves:
Notifying creditors and satisfying their claims.
Settling with debtors.
Dismissing employees.
Conducting necessary inspections and settlements with state authorities.
Returning licenses and permits.
Destroying seals and stamps.

After completing the liquidation procedure, the state registration of the LLC's termination is carried out.

Note: Under martial law, state registration of legal entities located in territories where hostilities are taking place is conducted regardless of their actual location.