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An additional liability company is a company, the authorized capital of which is divided into shares, the size of which is determined by the constituent documents, is liable for its obligations with its own property, and in case of its insufficiency, its participants bear additional limited property joint and several liability in a certain equally multiple amount to the contribution of each of the participants (Art. 151 GKU, Art. 65 of the Law of Ukraine "On Business Companies").
The minimum number of founders is one person (natural or legal), the maximum is not limited. The management bodies of the company are the general meeting of participants, the executive body is the directorate or director, the audit commission or the auditor.
Registration of a company with additional liability
Companies with additional liability are much less common than limited ones, since they provide their participants with a less attractive business regime with the possible imposition of additional liability on them for fulfilling debt obligations in the event of its liquidation.However, certain types of entrepreneurial activity, according to the law, can be carried out in the organizational and legal form of a company with additional liability (insurance activity). An interesting innovation to improve the regulatory framework on this issue is the Order of the Cabinet of Ministers dated 06.02.2013 No. 72-r "On the Concept of the Draft Law of Ukraine" On Limited and Additional Liability Companies ", which refers to negative aspects (insufficient level of control participants in the financial activities of the company, abuse of officials of the company, the lack of rules regarding the exclusion of a participant, the creation of a supervisory board in the company, which significantly reduces the level of investment attractiveness for foreign investors, etc.) and ways to overcome them.
In any case, a very important point is to foresee in the constituent documents of the company the maximum amount of liability of the participants.
- completed registration card (with a mark on the use of the model charter, if any);
- a copy of the decision of the founders or their authorized body to create a legal entity;
- two copies of constituent documents (in case of submission of electronic documents - one copy);
- a document certifying the payment of the registration fee for the state registration (in the case of submitting an electronic version - a settlement document certified by an electronic digital signature);
- documents confirming the ownership structure of founders - legal entities, which allows to establish individuals - owners of substantial participation of these legal entities, the size and procedure for the formation of the authorized capital (in the case of formation by property, its list with an indication of the value), the amount of contribution to the authorized capital of each founder;
- photocopies of the passports of the founders - individuals;
For legal entities:
- copy of the certificate of state registration;
- copy of the charter;
- minutes of the general meeting of participants on the decision to found the company;
- protocol on the appointment (change) of the director, certified by the seal;
- power of attorney for a representative;
- extract from (USREOU)
If among the founders there is a foreign legal entity, in addition to the documents provided for in Part 1 of Article 24 of the Law of Ukraine "On State Registration of Legal Entities and Individuals - Entrepreneurs", a document confirming the registration of a foreign entity in the country of its location is additionally submitted (extract from , bank or court register, drawn up in accordance with part 6 of article 8 of this Law.
Register an ALC with RegService
The preparation of documents of title is very important for the start and subsequent worthy activities of any enterprise, this is especially true for a society with additional vision, and even due to the shortcomings of the legal framework, in the event of relatively minor conflicts between the participants of such a society, there are possible cases of illegal acquisition of control and seizure of assets. which, unfortunately, often causes the liquidation of society, and therefore leads to a decrease in the rate of development of entrepreneurship and a slowdown in investment processes in general. Therefore, always contact professionals in the legal support of registration in order to save your business from problems.
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