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related to the LLC’s activity. As a general rule, decisions on most matters are adopted by a majority of votes of all participants of the LLC who have a right to vote on such matters. However, certain decisions shall be adopted by more votes – 3/4 of votes or unanimously by all participants of the LLC. Under the common rule, a General Participants Meeting shall be convened at least once a year to decide on approval of financial results, distribution of the LLC's net profit, payment of dividends and their amount. Such annual General Participants Meeting shall be convened within six months of the year following the reporting year (i.e., until June 30 each year). In an LLC with a sole participant, decisions on issues within the competence of the General Participants Meeting shall be made solely by such participant and fixed in a written decision of such participant. The executive body of the LLC manages its day-to-day activity. The competence of the executive body includes making decisions on all issues related to the management of the day-to-day activities of the LLC, except for the issues that fall within the exclusive competence of the General Participants Meeting and the supervisory board (if it is established). The competence (including limitations, if needed) of the executive body is usually set out in the AoA of the LLC. The executive body shall report to the General Participants Meeting and the supervisory board (if it is established) and arrange the implementation of their decisions. The executive body can be sole (a director) or collective (a board of directors) with a general director as its chairperson (other names of a sole/collective executive body and its chairperson may be established by the AoA). There are no limitations regarding the number
of members of the collective executive body. An individual who is a member of a collective executive body or acts as a sole executive body of the LLC cannot be a member of the supervisory board of such LLC (if it is established). Only one director (usually the head of the board) can be recorded as the head of the LLC in the State Register. The Ukrainian legislation also provides for the possibility to appoint a non-executive member of the collective executive body of an LLC, who carries out the functions of supervision, risk management and control over the activities of the company and executive directors. The LLC can create other bodies in the company, such as a supervisory board . The supervisory board, within the competence defined by the AoA, shall control and regulate the activities of the LLC's executive body. In practice, certain competences (except for exclusive ones) of the General Participants Meeting may be delegated to the supervisory board (e.g., provision of consent to the executive body for the conclusion of certain transactions on behalf of the LLC, appointment and termination of powers of members of the executive body). Establishment of a supervisory board in an LLC is not obligatory under Ukrainian laws. 3.2. Disclosure of ownership structure and UBO(s) Under Ukrainian legislation, an LLC is obliged to disclose its full ownership structure (meaning all entities, individuals, etc. in the structure) and ultimate beneficiary owner(s) (“ UBO(s) ”). The ownership structure of the LLC and the UBO(s) shall be disclosed upon incorporation of the LLC. Also, the LLC is obliged to keep information on its ownership structure and UBO(s) updated in the State Register, notify the state registrar of changes within 30 working days from the date of their occurrence and
ILN Corporate Group – Establishing a Business Entity Series
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