Head of practice
Attorney. Specialist in commercial and labor law. Over 16 years of experience in legal support of businesses - debt recovery, contract enforcement, recovery of damages, commercial property and lease disputes.
Development of the company’s articles of association (LLC) in Ukraine
Suppose you decided to establish an LLC. Congratulations. You have already chosen a name, decided on the type of activity, and even figured out who will be the director. A small detail remains — the articles of association. The very document that, at first glance, everyone copies from a single template. And then they wonder why the bank blocks the account, and the tax office sees “signs of fictitiously” in the wording “competence of the general meeting.”
Development of a company’s articles of association is not a bureaucratic formality. It is your “constitutional agreement” with yourself and your partners. Mistakes in it cost money, time, and sometimes control over the business.
We at Prikhodko & Partners see articles of association written by “copy-paste” every week. Therefore, we suggest talking about how to make this document a useful tool rather than a source of risks.
What is “development of articles of association” in reality?
From a practical point of view, it is the creation of the internal code of your LLC. Legally, the articles of association are the single constituent document for a limited liability company since 2019 (when the founders’ agreement was abolished).
It defines:
- who makes decisions and how (is it possible to sell a plant without the minority shareholder’s permission);
- how to exit the business (the scenario “we had a fight — what to do”);
- is it possible to transfer a share to an outsider;
- what rights the director has, and which belong exclusively to the meeting.
But the main thing: LLC articles of association are a public document. They are stored in the Unified State Register (EDR). They are seen by banks, counterparties, the tax office, and sometimes the court. And the court will read them literally. Especially where there are vague formulations like “as well as other matters.”
When you really need professional development of articles of association (and not a template)
A template from the internet has a right to life if you are:
- a single founder who is also the director;
- not planning to attract investors;
- ready for standard risks in legal disputes.
In all other cases, problems begin. Here are three typical tasks solved by high-quality articles of association:
Corporate control. How to block a decision you don’t like? Is it possible to introduce a “golden share” for the founder (yes, through indirect mechanisms)? The articles of association allow specifying that certain transactions require 75% of votes, rather than a simple majority.
Protection against corporate raiding. A standard version does not protect against the forgery of minutes of the meeting. The correct one contains a requirement for notary certification of decisions or mandatory notification of all participants three days in advance.
Management flexibility. Can a director open an account in a new bank independently? Or approve a lease agreement for 5 years? You can determine the boundaries without breaking the law.
Risks you get without proper articles of association
The bank demands to provide the articles of association — sees the general phrase “carries out any economic activity” — and blocks the transaction because it is “not specific enough” (a real case).
The tax office additionally charges VAT because the articles of association do not specify who signs contracts on behalf of the LLC.
A partner exits the business — and the articles of association do not regulate the valuation of the share. A dispute for a year.
You cannot sell a share because the articles of association require the consent of other participants but do not prescribe the procedure for obtaining this consent.
If after this list you thought “it will do,” then remember the cost of legal defense — it is usually more expensive than the services of a corporate lawyer.
What exactly is included in the service “Development of LLC articles of association” at Prikhodko & Partners
We do not just take your wishes and translate them into legal language. The process looks like a dialogue, not a lecture.
Here is what you get:
| Service component | What we do | Result for you | Typical risk without this |
| Analysis of your business model | We ask 15-20 questions about partners, assets, exit plans | Understanding where “special conditions” are needed | Articles of association that contradict real agreements |
| Selection of variable norms | We explain the consequences of each point (for example, “preemptive right of purchase” with different terms) | You consciously choose the rules of the game | Blind copying of other people’s mistakes |
| Writing the text | We formulate it to avoid double interpretation | A document that will withstand the court and the bank | A court decision not in your favor due to one vague word |
| Compliance check with the Law “On LLC” | Special attention — to articles 7, 11, 20, 30 | Legality that cannot be challenged | Invalidation of the articles of association in part |
Mandatory documents and requirements (practical minimum)
For us to start working, it is enough to have:
- a completed questionnaire about participants and their shares (we will provide a template);
- copies of the founders’ passports (if individuals) or an extract for legal entities;
- Tax ID (RNOKPP) of the founders;
- your answers to 5 key questions regarding management (whether it is possible to vote online, whether notary certification of decisions is mandatory, etc.).
No certificates of “no criminal record” or permits from other authorities are required for the development of LLC articles of association. This is a common myth.
How we develop the articles of association
Every project at Prikhodko & Partners goes through the same roadmap. It changes only in details — depending on the number of founders and the presence of a shareholder agreement.
Diagnostics (30–40 minutes)
We call or meet. We ask about the real distribution of roles. Is there a silent partner? Who makes financial decisions? What happens if one wants to sell a share and the other does not?
Project preparation (from 2 to 5 days)
We prepare a text with three options for key clauses: strict, flexible, and compromise.
For example, regarding the participant’s exit:
- at nominal value (cheap and simple, but unfair);
- at market valuation (fair, but takes time);
- by a fixed formula (fast, but requires an auditor).
Approval and editing
You read the articles of association. We translate “legal Ukrainian” into plain language if something is unclear. We make edits. Usually, one or two rounds are enough.
Finalization and signing
We help with printing, explain where to sign. If necessary — we prepare the founders’ decision to approve the articles of association as a single package.
Registration (optional)
We can accompany the submission of documents to the registrar ourselves or explain how to do it.
Why choose us
We return money for incorrect articles of association. Yes, we give a guarantee: if due to an error in our text the court declares the articles of association invalid — we return 100% of the service cost. This is not marketing, it is the fear for our own reputation.
We work with fintech and international teams. Therefore, we know how to write bilingual articles of association (Ukr/Eng) and take into account the requirements of foreign banks for corporate documents.
You get more than just a .doc file. You get a checklist marking all the “fragile places” of your articles of association with an explanation of what to do if an inspection comes or a conflict begins.
Check your articles of association with 4 questions (yes / no)
- Do your articles of association provide for an alternative method of voting (in-person, absentee, online) without the need to change the document itself every time?
- Do they contain a clear list of transactions that require prior consent of the participants (for example, loans, guarantees, alienation of property over amount X)?
- Is it written down what happens to the share of a participant who died, went bankrupt, or was declared incapacitated?
- Is the exclusion of a participant prohibited without an independent valuation of their share (this saves from corporate blackmail)?
The conclusion is simple: the articles of association either work for you or against you. There is no third option. Prikhodko & Partners offers not “the best articles of association in Ukraine” (this cannot be objectively measured), but a document for which you will not be ashamed or afraid before a bank, partner, or court. If you want it not just “to exist,” but to work — write or call.
Calculate the cost of services
1 question
Do you need help with choosing types of activities?
2 question
Do you need help with developing LLC articles of association for your business model?
3 question
Do you want to provide for the procedure of a participant's exit from the business in the articles of association?
Is it possible to take the articles of association from the register of another company and change the name?
Technically — yes. Practically — you will get someone else’s set of risks. For example, if that company had restrictions on activities or an incorrect wording regarding dividends, you will copy that as well. The tax office does not accept the excuse “I copied it.”
How long do the articles of association remain valid after registration? Do they need to be updated?
The articles of association remain valid until you change them. But if the law changes (for example, regarding electronic powers of attorney), old wordings can become an obstacle. We recommend reviewing the articles of association once every three years — or during a change in the composition of participants.
We wrote the articles of association ourselves, but the registrar returned them due to "non-compliance with the form." What is wrong?
Most often — mistakes in the naming of management bodies (for example, “regulatory board” is written in an old format instead of the legally required terms) or an indication of actions that contradict Art. 11 of the Law of Ukraine “On LLC”. Registrars do not have the right to evaluate the content, but they have the right to check the form. We fix such mistakes in 1 day.
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