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Corporate disputes

Our lawyers have a strong practice of resolving corporate disputes. This area includes a pre-trial and trial stage. Accompanying the client at all these stages, we carry:

  • providing ongoing consultation;
  • determine the prospects of a positive outcome of the dispute;
  • recommendations;
  • training and referral requests;
  • gathering evidence;
  • case analysis and preparation of legal documents;
  • representing clients in court;
  • appeal court decisions;
  • production of documents for enforcement;
  • participation in enforcement proceedings.
 

Development of internal documents

Development and approval of internal regulations and documents is one of the keys to effective operation of large companies. Internal documents significantly help in the management company. Typical provisions apply not always appropriate because in each case to predict the features. Our specialists with specific requirements of each customer and is developing internal documents, including:

  • provisions of the general meeting, supervisory board, audit committee, the executive body;
  • provisions of the partnership units;
  • provisions of the separate units (branches, representative offices);
  • staffing;
  • job descriptions;
  • etc..
 

Taxation

Taxation issues occupy a significant portion of our practice. Given the recent changes, tax issues become even more relevant. We provide:

  • advising on taxation;
  • development concept for the optimization of the tax burden in carrying out transactions with securities;
  • support during tax audits;
  • tax appeals to decisions;
  • protection in the courts.
 

The General Meeting

General meeting in joint stock companies require training. Our experts can perform all actions necessary for convening and holding general meetings of shareholders, including:

  • notice of the meeting of shareholders;
  • registration of shareholders at general meetings;
  • perform the functions of counting commission;
  • drafting decisions of general meetings;
  • preparation and execution of the protocol of general meeting of shareholders.
 

Foreign investment

Our lawyers provide a full range of services to foreign companies entering the Ukrainian market and of investment and the accompanying investment of Ukrainian enterprises and citizens abroad. The rich and varied experience of experts "RATUSHNYAK ALLIANCE AND PARTNERS 'allows to realize the most complex projects.

Within the support of foreign investment we make:

  • Analysis of Ukrainian legislation in specific areas where planned investment;
  • provide a comprehensive report on the peculiarities of state regulation, taxation, legal standards for choosing the optimum investment;
  • creation and registration of companies;
  • Registration of foreign companies in the Ministry of Economy and tax authorities;
  • support investment in Ukraine, their registration;
  • further support of established enterprises (offices) in Ukraine.
 

Protecting shareholder rights

Lawyers' ALLIANCE RATUSHNYAK and Partners "perform all necessary actions for effective protection of shareholder rights, including:

  • advising;
  • assistance in obtaining information from the company;
  • client representation at general meetings of shareholders;
  • appeal decisions of general meetings of shareholders;
  • representing clients in state authorities, local authorities and other bodies;
  • protection in the courts.
 

Dematerialization

In accordance with the Law of Ukraine "On Joint Stock Companies' shares of JSC must be exclusively in electronic form. If shares are in dokumentraniy form, they should be converted to book-entry (dematerialize) to 29 October 2010. In this area we provide the following services:

  • organization and the general meeting of shareholders on the dematerialization of shares;
  • preparation of necessary documents for the decision to dematerialization of shares;
  • publication of notice of dematerialization;
  • the replacement certificate in SSMSC of registration of shares in documentary form the existence of a certificate of registration of shares in uncertificated form;
  • advice in preparing the documents for the termination of the Registry and its transmission;
  • assistance in concluding an agreement on the issue of depository services;
  • assistance in concluding an agreement on opening securities accounts to the shareholders with the custodian;
  • advising on termination of service form documentary production registrar, transfer registry custodian;
  • providing information and advisory support at the opening of the issuer of the securities to shareholders.
 

Mergers and Acquisitions

Our experts have extensive experience in maintenance operations, mergers and acquisitions. In this area we provide the following services:

  • advising on mergers and acquisitions in Ukraine and abroad;
  • of legal analysis schemes, mergers and acquisitions, risk analysis and implications for businesses and investors;
  • development of optimal schemes of mergers and acquisitions;
  • of legal due diligence (due diligence) in preparation for mergers and acquisitions;
  • Preparing documents for mergers and acquisitions;
  • permit the concentration of economic activity or the preliminary findings of the Antimonopoly Committee of Ukraine;
  • the representation of the State Commission on Securities and Stock Market and its regional offices;
  • development of optimal schemes and protection of its members from hostile takeovers;
  • representation in negotiations with companies on mergers and acquisitions;
  • legal support and performance of contracts for the alienation of corporate rights;
  • creation of business associations;
  • consulting on the creation of financial-industrial groups;
  • advising on the establishment of holding companies.
 

Reorganization Ltd in SA

Each form of business has its own advantages and disadvantages. The advantage of the company is wider compared with LLC opportunities attract additional capital. Also in the case of increasing the number of participants over 10 only solution is to transform into joint stock company. In this regard, our company offers services in the reorganization of LLC in blood pressure, including in particular:

  • provide advice on all matters of reorganization;
  • preparation of necessary documents for the decision to convert Ltd, including statutes, regulations and other;
  • preparation and conduct of general meetings;
  • support issuance of shares;
  • preparation and submission of documents to the SEC;
  • assistance in preparing the transfer act;
  • the state registration of the changes required;
  • support the replacement of all required documents (certificate of statistics, tax, pension funds, banks and others).
 

AO in LLC

Law "On Joint Stock Companies" with the progressive changes brought much trouble to existing joint stock companies. Given this, often to the shareholders a question about the change of legal form. The most common is the conversion of SA into a limited liability company.

Our experts provide advice on choosing the optimal organizational form, which can be converted to joint stock companies, and perform all actions for such reorganization, including:

  • provide advice on all matters of reorganization of joint stock companies;
  • preparation of necessary documents for the decision to transform the SC, including statutes, regulations and other;
  • preparation and conduct of general meetings of shareholders;
  • preparation and submission of documents to the SEC to stop the circulation of shares;
  • assistance in preparing the transfer act;
  • support cancellation of registration of shares and cancellation of certificate of registration of shares.
  • the state registration of the changes required;
  • support the replacement of all required documents (certificate of statistics, tax, pension funds, banks and others).
 

Matching

In connection with the entry into force of the Law of Ukraine "On joint stock companies' existing joint-stock company must align its activities in compliance with the new law. Our lawyers will help your company in this. In particular we carry:

  • drafting the new charter company;

  • preparation and conduct of general meetings of shareholders;

  • drafting decisions of general meetings, preparation and execution of reports of general meetings of shareholders;

  • preparation of amendments to existing or development of new internal regulations (of the general meeting of the supervisory board, the Audit Commission, etc.);

  • Registration of changes in the state registrar;

  • support the replacement of necessary documents (certificate of statistics, tax, pension fund);

  • replacement certificate of registration of shares in the SEC.

 

Securities trading (securities)

In the field of production and circulation of securities, our lawyers provide the following services:

  • support issuance of shares and bonds, their registration in the SEC;

  • representation in the SEC and its regional offices;

  • legal analysis of the issuer's securities;

  • development and legal analysis of contracts on transfer of securities (purchase, gift, etc..)

  • analysis of contracts with custodians, securities depositories.

 

Corporate Secretary Services

Acting Corporate Secretary, our specialists will carry out:

  • preparation of general meetings of shareholders, the supervisory board and executive authority;

  • general meeting of shareholders;

  • communication and information exchange between company and shareholders;

  • document storage company;

  • of corporate bodies conclusions and develop proposals to bring the internal documents of the company in line with Corporate Governance Principles;

  • improving the management system, taking into account changes in legislation and practice;

  • analysis of contracts with custodians, securities depositories;

  • development of internal regulations.

 

Due diligence

On request, we conduct a comprehensive legal due diligence audit of the company or individual agreements, documents, etc. operations.

A comprehensive audit of the company include:

  • Audit history of the enterprise: an analysis of registration, privatization, enterprise restructuring, analysis of statutory documents, corporate regulations, analysis of corporate transformation (changing composition of participants, the sale of shares or shares), and check the history of the general meeting, their legitimacy and legality of decisions, etc.;

  • audit of corporate structure and management: an analysis of the internal structure of the company, documents regulating the activities of business units, the analysis of control systems, power management bodies for their compliance with the law;

  • HR Audit: analysis of personnel records entered into employment agreements (contracts), job descriptions, internal labor provisions and regulations, other personnel documentation;

  • Real Estate Audit: examination of documents, contracts, privatization documents, analysis and assessment of possible risks;

  • audit commercial activities: test of contractual work, the analysis concluded contracts, check the powers of the parties to conclude agreements, analysis of risks of non-contractual obligations, verification of legality and availability of appropriate licenses and permits, etc.;

  • Audit of individual cases, operations, regulations, etc..

 

Create and Register LLC

We perform the following work:

  • assistance in choosing the optimal organizational form of business, consulting on matters of registration;

  • Preparation of constituent documents;

  • preparation and holding of general meeting of founders, preparation and execution of the protocol of general meeting;

  • assistance in opening bank account for the formation of charter capital;

  • state registration, a registration documents, certificate of statistics;

  • Registration tax, a pension fund;

  • Order and get a seal;

  • implementation of other necessary action for registration and accreditation company.

 

Creation and registration of JSC

The procedure for creating JSC consists of the following steps:

  1. adoption of the founders meeting decision to establish a joint-stock company and the closed (private) placement of shares;
  2. application and all necessary documents for registration of shares to the State Commission on Securities and Stock Market Commission (SEC);
  3. SEC registration of shares and issue a temporary certificate of registration of shares;
  4. assignment of shares of an international identification number of securities;
  5. conclusion of the securities depository agreement on the issue of shares or registered securities registrar agreement on maintaining the register of holders of securities;
  6. closed (private) placement of shares to founders;
  7. pay the full cost of the founders of shares;
  8. Approval of the constituent assembly company results closed (private) placement of shares to founders, approving the company's charter and making other decisions provided for by law;
  9. registration of the company and its charter in the state of incorporation;
  10. filing SEC report on the closed (private) placement of shares;
  11. Registration of Securities Commission report on the closed (private) placement of shares;
  12. a certificate of state registration of shares;
  13. issuance of founders of documents confirming the ownership of the shares.

Note that provided the procedure shall be implemented in full compliance with the law. Otherwise, the SEC may decide to refuse to register a report on the closed (private) offering and appeal to court for liquidation of the company.

Under such conditions necessary to create AD is the involvement of experts.

In this field we perform the following work:

  • assistance in choosing the optimal organizational form of business, consulting on matters of registration;
  • the procedure for the creation of AO in accordance with legislative requirements;
  • Preparation of constituent documents;
  • support issuance of shares, the contract with the Depositary, the registration of shares in the SEC;
  • preparation and holding of constituent assembly;
  • state registration, a registration documents, certificate of statistics;
  • Registration tax, a pension fund;
  • implementation of other necessary action for registration and accreditation company.
 

Corporate disputes

Conflicts and disputes - something unpleasant, but avoid it is not always possible. Lack of information dispute interests nedobrosovisnist individuals often cause escalation. His successful solution depends on the professionalism and readiness of parties to certain compromises. If you can not reach a compromise, it raises the prospect of direct trial.

According to the Economic Procedural Code of Ukraine disputes arising from corporate relations, referred to the jurisdiction of commercial courts.

Until recently, such disputes could by agreement of the parties considered arbitration courts. However, the law of 5 March 2009 in the Law "On arbitration courts" was amended according to which, inter alia, jurisdiction of arbitration courts were excluded corporate disputes.

Thus the court to which jurisdiction of the case arising out of corporate relations are the Commercial Court in accordance with the established territorial jurisdiction.
Corporate disputes, ie disputes between the company and the member shall be considered by the court at the location of the company.

On appeal to the court member (shareholder). The right to legal recourse should a participant (shareholder) rights have been violated. For example, in the Law "On Joint Stock Companies" Just found that if any shareholder rights and interests are not violated, then, despite the violation of the adoption, the decision may remain in force. That raises the need to prove a violation of the rights and legitimate interests of shareholders. This should collect some evidence. For example, letters to the company (with proof of dispatch), answers the company, failure and more. In most cases you should first contact of the company and get their response to the documented violations. If the answer is not, or it will be negative, we can confidently apply for judicial protection.

In most cases, court litigation should be entrusted to professionals. However, the success of litigation often depends on the correct actions of the participants (shareholders) to the court. This includes ensuring the evidence of, correspondence and more.

 
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