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Corporate law Registration of a JSC (joint stock company)

Taras Miroshnychenko

Head of practice

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miroshnychenko@prikhodko.com.ua

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Head of Corporate Law and Fintech Practice. Expert in the creation and reorganization of companies, support of M&A transactions, as well as legal support for opening and running a business in the EU, Asia, and North America.

Registration of a JSC (joint stock company)

Registration of a joint-stock company (JSC) is one of the most common forms of doing business. A joint-stock company (JSC) is a business entity whose authorized capital is formed by contributions from participants who have limited liability within the value of their shares. Registration of a JSC in Ukraine is complicated compared to other forms of companies in accordance with the Law of Ukraine No. 2275-VIII. It is complicated primarily by the need to issue shares on the stock market.

Joint-stock company (JSC): what are the requirements for this organizational and legal form?

A joint-stock company (JSC) is ideal for attracting significant capital into a business. The main requirements for this company are as follows:

the authorized capital is divided into a certain number of shares, corporate rights for which are certified by shares;
the minimum authorized capital is 200 times the minimum wage (for 2025 it is UAH 1,600,000);
shareholders manage the company within the limits of their shares (bear the risk of losses, have the right to dividends, vote at the general meeting, etc.);
the executive body can be either the Director or the Board of Directors.

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What are the main types of joint-stock companies and how do they differ?

In Ukraine, there are two types of joint-stock companies – public (PJSC) and private (PrJSC). The key difference between them is the method of placement and circulation of shares. Below we will examine the features of each of them in more detail.

PJSC (public)

A public joint-stock company is created by law to attract capital by offering shares to a wide range of persons and admitting them to trading on the stock exchange. Thanks to such an offer, a PJSC can attract the largest capital among others. However, to exercise this right, the specified company must submit a securities prospectus to the National Securities and Stock Market Commission (hereinafter referred to as the NSSMC).

PrJSC (private)

A private joint-stock company attracts capital from a limited number of persons. This is done in particular in order to maintain greater control. A joint stock company has strict restrictions on how shares can be sold or purchased, as it cannot be admitted to trading on an organized capital market. Moreover, shareholders of this company, unlike a joint stock company, have a preemptive right to purchase shares that other participants intend to sell to a third party.

It will also be useful: CHOICE FORM OF DOING BUSINESS IN UKRAINE

What documents are required to register a joint stock company (JSC) in Ukraine?

To enter information into the register, the following package of documents is submitted:

first, an application for state registration (in form 2 in accordance with the order of the Ministry of Justice);
second, minutes of the JSC meeting on the establishment of the legal entity, approval of the charter, election of management bodies, director and the procedure for approving the results of the share placement;
third, the JSC charter;
fourth, documents certifying the full redemption of shares;
fifth, a diagram of the ownership structure with a reflection of all ultimate beneficial owners (UBO);
finally, a document on payment of the registration fee (receipt).

Registration of a joint-stock company (JSC): what does the whole procedure consist of?

The procedure for creating a joint-stock company consists of three main blocks – drawing up a decision within the framework of the general meeting of participants (shareholders), registration of the issue of shares, state registration. At the first stage, the establishment of a legal entity is approved, its type, name and composition of participants are approved. In this case, the issue (issuance) of shares consists of determining the number and their nominal value. This stage involves:

submitting an application to the National Securities and Markets Commission of Ukraine;
obtaining a temporary certificate of registration of the issue of shares;
concluding an agreement with the Central Securities Depository for servicing;
assigning an international number (ISIN) to shares;
private (public) placement of shares;
full payment for the cost of the purchased shares, which will form the authorized capital of the joint-stock company.

Finally, at the end, an authorized representative (most often a director or lawyer) submits an application, minutes of the general meeting and other necessary documents to the state registrar. In the final, the person must also submit a report on the results of the share issue and obtain a permanent certificate of registration of the share issue.

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Support for the registration of a joint-stock company (JSC) from our lawyers: what services do we offer?

Legal support for the registration of a joint-stock company covers all three complex stages of establishment. Our corporate lawyer, having the experience and necessary qualifications, is ready to provide interested clients with the following services: