FEATURES OF IMPLEMENTATION OF THE ACTIVITY OF THE SOCIETY ON THE BASIS OF THE MODEL STATUS
On April 28, 2019, the CMU Resolution No. 367 “Some Issues of Deregulation of Economic Activity” (hereinafter – the Resolution) entered into force, including, in part, the approval of the model statute of a limited liability company (hereinafter referred to as LLC).
A company may be established and operate on the basis of a model statute in the manner prescribed by law.
If a company is created and operates on the basis of a model statute, the decision on its creation, which is signed by all the founders, specifies information about the type of company, its name, location, object and purpose of activity, composition of founders and participants, size of the authorized (compound) capital, the size of the shares of each participant, the order of their contributions, as well as information on activities based on the model statute (Part 10 of Article 82 of the CCU).
Therefore, the LLC can be created and act on the basis of the model statute or already in the process of activity switch to the model statute (in this case it is not possible to amend the model statute developed by the CMU, and all its norms should be undoubtedly fulfilled), or independently develop the statute.
The approved Resolution states that:
– when submitting documents in electronic form for state registration of the LLC, acting on the basis of the model charter of a limited liability company (hereinafter – the model charter), or the transition of the LLC to activity on the basis of the model charter, the model charter, on the basis of which the LLC operates, is independently determined by the company (its founders) by selecting the “default” options or the corresponding provisions of the model charter approved by this Resolution;
– That is, the electronic form of submission of documents has the opportunity to choose a more acceptable for a particular LLC variant of the subparagraphs of the model statute (from the various variants proposed by its approved form). But, as you can see below, this possibility is not available in paper form. In this case, all sub-clauses are selected by default (in the form of model statutes, these sub-clauses are marked with an asterisk).
– when submitting paper documents for state registration of creation of LLC, acting on the basis of model charter, or transition of LLC to activity on the basis of model charter of documents in paper form, it is considered that the options are selected by default;
– the portal of electronic services should, from May 15, 2019, ensure the formation by model algorithm of the digital code of the model statute, which allows to identify by automatic means the edition of the model statute, on the basis of which the LLC operates;
– The Ministry of Justice should provide an upgrade of the electronic services portal by the date related to the state registration of the LLC, which operates on the basis of the model statute, as well as the transition of the LLC to activity on the basis of the model statute. For this purpose interaction with the applicant in the format of “question-answer” is envisaged, which will allow, on the basis of the received answers, to form all necessary documents for state registration or transition to model statute. The applicant will then be provided with hints as to the legal consequences of choosing a particular provision of the model statute.
Therefore, we will have a modernized electronic service for state registration of the creation of LLC, which will allow, in particular, the selection and formation of the model charter and its signature by the relevant founders (participants) using a qualified electronic signature.
Importantly! The Ministry of Justice must provide access to the selected LLC version of the model statute of the LLC and information about the relevant digital code of the model statute, as well as to the disclosure of this information in the form of open data.
The Model Statute, approved by CMU Resolution No. 1182 of 16.11.2001 (hereinafter – Resolution No. 1182), shall apply exclusively to LLCs acting on its basis at the time of entry into force of this Resolution, until their transition to activities on the basis of their own statutes or model statutes approved by this Resolution;
LLCs which at the moment of entry into force of this Resolution acted on the basis of the model statute approved by Resolution No. 1182 and did not switch to activity on the basis of their own statute or model statute approved by this Resolution until 18.06.2019, shall be considered as of 18.06.2019. those who switched to activities on the basis of the model statute approved by this Regulation, by selecting “default” options. So, be careful and warn your own management in a timely manner about updating the model charter of the LLC, if the company continues its activity on its basis.
Author: Anatoliy Perepelchenko