Amendments to the Law on Limited and Additional Liability Companies Have Come into Force

On August 27, Law No. 4564-IX “On Amendments to Article 12 of the Law of Ukraine ‘On Limited and Additional Liability Companies’” came into force. The document was officially published in the newspaper Holos Ukrainy on August 26.

The press service of the Verkhovna Rada Office reported that the law will allow participants of limited liability companies (LLCs) to contribute funds to additional capital without changing the company’s charter capital or participants’ shares. This measure is necessary for Ukrainian companies to legally attract investments without altering the charter capital or ownership stakes. It is particularly important for startups, small businesses, and investors who wish to invest transparently.

The law supplements Article 12 of the Law on LLCs and Additional Liability Companies with new fourth and fifth parts. According to these, separate from the company’s charter capital, the company’s charter may provide for the creation of additional capital funded by contributions from its participants. Contributions to the additional capital are made by participants without changing the nominal value or size of the company’s charter capital.

The general meeting of the company’s participants decides on the amount of a participant’s contribution to the additional capital. Contributions may consist of money, securities, or other property, unless otherwise provided by law.

The legal regime of property contributed to the company’s additional capital, the rules for its use, the rights and obligations of participants, and the relationships between participants or between participants and the company may be determined by the company’s charter and/or a shareholders’ agreement.