How to convene and document a general meeting of participants when there is only one participant?
Just a few years ago, specifically before 2018, the legislation did not address how to phrase registration documents when there is a single founder (participant). This created certain organizational challenges for many. As a result, due to the absence of legal definitions, documents often read like this: "Minutes of the general meeting of participants. Present at the meeting: Ivan Ivanovich Ivanenko. Participants holding 100% of the charter capital are present."
With the introduction of the Law on LLCs and PJSCs, as well as improvements to the law on registration, the pressing question for many was resolved. If an LLC has a sole founder (participant), a participant's decision is now formalized instead of the minutes of the general meeting of participants. This allows the sole participant to individually consider all matters discussed at the meeting and make decisions on them without the need for voting.
How does the general meeting of participants proceed in the future?
It doesn't. There is no general meeting. The participant makes all necessary decisions on their own.
Is it necessary to provide an ownership structure during registration if it's already obvious that there is a single owner?
Yes, it is. Even if the sole founder is an individual. The document, known as the ownership structure, is required by the registration law, so it must be submitted in any case. If the sole founder is a legal entity, then even more so, as there must be ultimate beneficial owners who are individuals.
How does the sole participant exit from the LLC? They can't simply submit a withdrawal statement and leave, can they?
No, they can't. Actually, none of the participants who own 50% or more can simply exit without the knowledge and consent of the other participants. So, if there are two of them, neither can just take off without the others' awareness and agreement. If communication with the other participants has been severed, it can indeed become a problem. What can be done in such a situation? You can sell your share through a purchase and sale agreement. So, even if the other participants are unresponsive, it won't be an obstacle. And when there's only one participant, it's even simpler because there's no need to inform anyone else. You can just go ahead with selling your share.
Do you have more questions and need the assistance of a qualified lawyer? You can always reach out to our specialists to receive comprehensive answers. And if you want to register an LLC in Ukraine quickly and conveniently, our team is at your service!
