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Bozrikov Philip

A specialist in the practice of migration and corporate law, he also specializes in legal support of businesses in Ukraine and EU countries.

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Change of the director of the joint-stock company

In modern conditions, when the business of Ukrainian companies is highly influenced by global and internal factors, changing the director of a joint-stock company is an integral part of corporate governance.

This process should not only take place by the requirements of the company’s charter and legislation but also take into account the specifics of Ukrainian legislation and its changes over time.

In this article, we will consider the legal aspects and the procedure for changing the director of a joint-stock company in Ukraine.

The legal framework in Ukraine: what determines the replacement of the director?

The main provisions regarding the change of the director of a joint-stock company in Ukraine are contained in the Civil Code and the Code of Labor Laws.

According to the company’s charter, a joint-stock company can define internal procedures for changing the manager, but they must meet the general requirements of current legislation.

The statute, in addition, may contain requirements for the candidacy of a new director, such as qualifications, experience, and other criteria.

It is important to remember that, in any case, the election and replacement of the director must take place openly and democratically, taking into account the interests of shareholders and ensuring their rights.

The procedure for replacing the director: step-by-step

Preparation and decision-making:

Appropriate training should be provided before replacing the director. The decision to replace him can be made at a general meeting of shareholders or through the company’s management bodies, as provided by the charter.

Holding a general meeting of shareholders:

If the decision is made at the general meeting, shareholders vote for the candidacy of a new director and decide on the dismissal of the current director.

It is important to take into account the quorum and the required majority of votes to make a decision.


After the decision is made, the necessary documents must be drawn up, which may include minutes of the meeting, decisions of shareholders, orders for the dismissal and appointment of a director, and an application for submission to the state registrar.

They must comply with the statute and legal requirements.

Registration of changes:

Completed documents should be submitted to state registration authorities (Tsnap or notary public) to make changes to the company’s registration documents.

This will ensure the official legitimacy and legality of the change.

Informing stakeholders:

After registering changes, it is important to inform stakeholders (employees, clients, partners) about the change of director.

Challenges and prospects:

Implementation of changes in the management of a joint-stock company in Ukraine may face certain challenges.

One of them is a high degree of corruption, which can affect the decision-making process. There may also be conflicts between shareholders or stakeholders regarding the election of a new manager.

Changing the director of a joint-stock company in Ukraine is a process that must take place according to the requirements of current legislation and the company’s charter.

Legal aspects and procedures for replacing a director are determined by several legal acts, and their correct implementation can determine the further success and development of the enterprise.

If all stages are completed according to the rules, the change of the director can be a key factor in the company’s achievement of new heights in business and management.

With the legal company “Prikhodko and Partners” this path becomes safe and fast.

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1 question

Has the general meeting of participants been held?


2 question

Is your company registered in Kyiv or Kyiv region?


3 question

Can all owners be present at the state registration of changes?


A specialist in the practice of migration and corporate law, he also specializes in legal support of businesses in Ukraine and EU countries.

Contact now
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