Sales of corporate rights of the Farmer’s State

The activity of farms in Ukraine is regulated by the Law of Ukraine of June 19, 2003. № 973-IV "On the farm" (hereinafter - the Law № 973). Law No. 973 contains 38 articles regulating the functioning of farms. However, analyzing this regulation, we can conclude that Law No. 973 is not perfect and raises many questions, it has not been settled. The procedure for selling a farm, incl. as an integral property complex (hereinafter - the CEC): only one short article of Law No. 973 is devoted to it. General legislation also overlooks the details of the alienation of an enterprise as the CEC. Given this, selling a farm in practice causes many difficulties.

In general, sales of a farm can be carried out in two ways: 1. Alienation of corporate rights to it; 2. Sale of the enterprise as a single (integral) property complex.

However, both ways have radically different legal nature. First of all, the object of legal relations differs - in the first case a share in the authorized capital of a business entity is sold, in the second - a set of all types of property intended for the enterprise. In its turn, the object of legal relations also determines the difference in the definition of the identity of the seller in the application of these structures, since in order to alienate the property, according to the general rule, only the owner of such property can. Therefore, the seller of the stake in the authorized capital will be a participant of the business entity, and the seller of the CMC is a business entity.

The current legislation does not regulate in detail the procedure for the sale of CMC enterprises. In addition, for the practical implementation of this procedure, the parties need to take a number of additional measures. Instead, the process of transferring corporate rights is much cheaper and faster. On average, it takes three business days, but you can go through these stages even if you want and have the right training one day. Therefore, it is quite logical that obtaining the opportunity to dispose of the property of an enterprise almost always occurs by changing the owner of his corporate rights. The acquisition of the CMC of the enterprise to obtain such an opportunity is currently only a priority in the process of privatization of state / communal property and in the event of bankruptcy.

As far as farms are concerned, most of them are created without a statutory capital, as the obligatory nature of its formation by the legislation of Ukraine is not foreseen. Therefore, the practical implementation of the easier option for obtaining control over the property of the farm is impossible in view of the absence of the object of alienation - a share in its authorized capital.

Therefore, in the case of the need to purchase / sell a farmer, which has been created without a statutory capital, there are three ways:

alienation as CMK;
preliminary action for the possibility of selling corporate rights;
sale of each component of the CMC separately.
Concerning the commission of certain actions for the possibility of selling corporate rights, one can consider introducing amendments to the constituent documents, namely the resolution of the question of the formation of the authorized capital and its distribution among the participants (if there are several). After the formation of the authorized capital, the owners of the Farmers receive a practical opportunity to sell the farm through the alienation of corporate rights.