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Corporate Secretary by "Alliance RATUSHNYAK and Partners", LLC

"Corporate Secretary" Service by "ALLIANCE RATUSHNYAK and Partners" provides a range of corporate advisory services and practical help for the JSC’s activities.

Services are provided by highly skilled attorneys and lawyers of "ALLIANCE RATUSHNYAK and Partners" who’ve been practicing in different areas of corporate law such as legal support of securities transactions, creation and reorganization, mergers and acquisitions, settlement of corporate disputes, shareholder rights etc.

Such support has a number of advantages over taking the position of corporate secretary into the staffing list of the company.Our main advantage is considerable experience in running the JSC, so we can offer effective solutions of any "non-standard" situations.

Mission of "Corporate Secretary" Service is to provide legal advice both to the Companies (the Issuers of securities) and private clients (the Owners of shares).

Meanwhile, corporate law in Ukraine has become increasingly complicated since the adoption of the Law of Ukraine "On Joint Stock Companies".

All the securities in Ukraine are to be converted into uncertificated form. The procedure of their circulation requires opening and maintaining securities accounts, entering into contracts with Depositories and Custodians and contact regular with them. This necessitates passing complex registration procedures. Similarly, many hidden nuances are fraud during the procedures of shares denomination, as well as increasing or decreasing the authorized capital of JSC.

Conduction of the General Meeting of Shareholders (hereinafter - GMS) became also a highly formalized procedure. First of all, to organize GMS, Company shall order and receive in CSD (Central Depository) the List of its shareholders, which are involved into voting procedure at the GMS. Then, each shareholder must be informed about GMS’s conduction in three ways: (i) personal message, (ii) publication in the official media, and (iii) placing information in the public database of National Commission for Securities and Stock Market of Ukraine (hereinafter – the Commission, or NC SSMU). Each of these actions demands adherence of certain formalities and terms. Another procedural formalities are the election of Statutory bodies (Registration committee with its Chairman and Secretary, Counting commission’s members) as well as management of Minutes and other documents (if necessary, approval of the ballots), etc.

For reasons of transparency of the stock market, Company is responsible to publish large amount of information relating to its activities. Thus, there are two types of such information. The first one is so-called "regular information" which is to be disclosed in terms established by law. The second one is "special information" which reveals extraordinarily in a very short terms (days, even hours from its appearance).

Modern corporate law is based on the Laws of Ukraine: "On Securities and the Stock Market", "On State Regulation of Securities Market in Ukraine", "On the Depository System of Ukraine", "On Joint Stock Companies" and other. Regulations adopted by NC SSMNC expand and specify their provisions. Altogether these documents created a complex and solid regulatory framework with lots of conflicts and "white spots". Sometimes it is difficult to navigate in such system, even for professionals.

Failure to comply with determined procedures can lead to adverse consequences for Company. First, there is a possibility of shareholders’ claims. As a result the decisions of the GMS can be recognized as void. Then, liability of Company and its officials: financial penalties which size sometimes tens or even hundreds of thousands as well as other sanctions ranging from suspension of securities and even, as an extreme penalty, forced liquidation of the Issuer as a legal entity.

That is why the JSC’s activities enable certain risks without proper legal support.

We provide professional legal services and advice in all matters of JSC functioning, corporate law and corporate governance. Our experience and practice will help you to achieve the desired results.

For legal advice or legal services call us 044-227-16-81 (82),

or write an e-mail to info@corparatesecretary.com.ua

 
03150 Ukraine, Kiev, Yamskaya st., 72
phone:: +38(044)227-16-81 +38(044)227-16-82 fax: +38(044) 586-46-59
e-mail: info@corporatesecretary.com.ua