+38 044 494-08-01

Corporative

The team of lawyers of Ukrainian Law Group "Optima" accompanies projects of customer in the field of corporate law and M & A.


Our law firm offers a comprehensive and accessible approach to the legal issues of corporate relations. Cooperation with us has always been a guarantee of optimal regulations and tax structure, which increases the possibility of a client's business.

 
Feature of our legal services is a holistic and comprehensive settlement of the legal issues, because we provide legal support for corporate issues, both in Ukraine and in other areas of jurisdictions.
 

Практики:

  • Registration of the joint stock company

    According to the Law of Ukraine "On Joint Stock Companies", Joint-Stock Company - is a business entity, the authorized capital of which is divided into a certain number of shares of equal nominal value, corporate rights are certified stocks. There are two types of joint stock companies: the public company and a private limited company. Public Joint Stock Company may conduct a public and a private placement of shares, private limited company - only private.

     

    Creation of joint-stock company consists from the following steps:

     

    the adoption on the meeting of founders of the company a decision about creation joint-stock company and about closed (private) placement of shares;

     

    submission of an application and all required documents for registration of the shares of the National Commission on Securities and Stock Market (hereinafter - NСSSM);

     

    registration NСSSM issue of shares and issuance of a temporary certificate of registration of the shares;

     

    assignment of the international securities identification number for shares;

     

    signing with securities depository on a service contract with the issue of shares or the registrar of registered securities - Agreement on keeping a register of holders of the securities;

     

    closed (private) placement of shares among the founders of the company;

     

    payment by founders full cost of the shares;

     

    approval of the constituent assembly of the congregation of the results of closed (private) placement of shares among the founders of the society, approval of the Charter and the adoption of other decisions as provided by law;

     

    registration of the company and its charter in the state registration;

     

    provision of the National Commission on Securities and Stock Market Report on the results of closed (private) placement;

     

    registration NСSSM report about the results of closed (private) placement;

     

    a certificate of state registration of the shares;

     

    issuance to the founders of the society of documents confirming ownership of the shares.

     

    The number of members (shareholders) of a private joint stock company shall not exceed 100 persons, the number of participants in the public joint stock company - not limited.

  • Mergers and acquisitions (M&A)

    Legal company "Ukrainian Legal Group "Optima" offers the following services in the direction of M&A:

     

    - identification of potential objects of the transaction;

    - support of the process of negotiations;

    - estimate of the market value of the company ;

    - a comprehensive inspection of the company (due diligence);

    - coordination of the process of absorption/merger;

    - legal advice and support in the process of completion of the transaction;

    - developing of a mechanism of protection against hostile takeovers.

     

    Maintenance of M&A transactions is one of the key practices of our company. Providing an expert legal support, we always focus on the real needs of our customers by offering them an alternative, innovative and sustainable solutions, in which we see new opportunities for today's projects.

  • Registration of companies
  • Opening of branches and representative offices

    Branches and representative offices it is primarily a convenient form of business expansion, which has a number of advantages especially for the juridical person that establishes a structural unit.

     

    Branches and representative offices, as well as the other parts of the juridical person - is a separate unit. To the competence of the branch are all the same features (or its part), which realized by juridic person, in accordance with the statutory documents. In contrast to the branch, representative offices are only represent and defence the interests of the juridical person and has no right to carry out economical activity.

     

    Due to the fact that the branches and representative offices are not legal entities, the decision to create them taken by the highest governing body of the legal entity (the general meeting, shareholders of private companies, etc.) or, in some cases by the executive body of the legal entity (board, management and etc.).

     

    It is necessary to know that the law on taxation obligated branches and representative offices, located in the different areas with the founder to keep a separate record of their activities, and also had a bank account. These autonomous subdivisions are separate taxpayers, including payers of income tax.

     

    Documents required for the opening of a branch / representative office:

    - certificate of state registration of the founder;

    - a certificate from the Office of Statistics;

    - The charter of the founder;

    - protocol on the establishment of a branch office;

    - a provision under which the work will be carried out by structural unit;

    - information about the location of the branch / representative office;

    - a document confirming the authority of the person who will sign position (as well as passport and tax number);

    - a notarized power of attorney for the representative of our company (preferably matching the text of the power of attorney with our representative).

  • Introduction of the changes in the constituent documents

    The constituent documents of the enterprise is a complex form of statutory documents, based on which, the company appearing, acting and cease to function as a business entity.

     

    According to the Law of Ukraine "On State Registration of Legal Entities and individuals - entrepreneurs " changes in the constituent documents of a legal person shall be subject to compulsory state registration by making appropriate changes in the recording of the Unified State Register in accordance with the law. The reasons for this may serve as a change of the founders and directors of a legal entity, change the amount of the share capital, change of address of the legal entity, information about its director, etc.

     

    To register the changes in the constituent documents, following documents must be submitted to the state registrar at the place of registration of the business entity:

     

    - a completed the registration card form № 4;

     

    - a copy of the original decision on amendments to the constituent documents (the decision of the administration company);

     

    - a document confirming the legitimacy of the decision on amendments to the constituent documents;

     

    - the originals of founding documents of the legal entity with a mark on their state registration with all the changes in force on the date of submission of documents, or a published copy in a special printed edition of the reports about loss of all or a part of mentioned originals of founding documents;

     

    - two copies of changes in the constituent documents of a legal entity as a separate attachment or two copies of constituent documents as amended (notarized);

     

    - a document confirming the registration fee for the state registration of changes in the articles of incorporation.

     

    In case of registration changes, to the procedure, which is not connected with changes in text of the statute - registration fee is not provided.

     

    Deadline for registration actions under the law shall not exceed three working days.

     

    After recording all the necessary changes, the state registrar shall inform the appropriate authorities of statistics, state tax authorities, as well as the Pension Fund of Ukraine.

  • Legal audit (Due diligence)

    Ukrainian Legal Group "Optima " provides a comprehensive or partial legal audit of companies. The amount and timing of verification are defined based on the goals of the customer, and quantitative indicators of performance, that appear in the specifications. Subject matter of legal audit may include:

     

    - examination of the constituent documents, reports, orders, and other solutions for compliance with local laws and regulations;

     

    - checking the availability, completeness of authorization document on a compliance with the law;

     

    - analysis of the internal documentation and build system of internal documents in oreder to bring them in order;

     

    - checking of the presence of the documents of title to the property and the balance property of the customer;

     

    - analysis of the contractual obligations of the customer and their evaluation for compliance with the law and possible litigation, etc.

     

     

    The results of the audit are provided to the customer in the form of a legal opinion from with a complete description of the work, a list of documents that do not exist in the enterprise, as well as legal risks and how to avoid them.

  • Registration of personal databases

    Base of personal data is subject to state registration by recording by the State Service for the Protection of Personal Data (hereinafter - SSPPD) in the State Register of personal data (hereinafter - the Register).

     

    On the basis of an application, filed by the owner of the personal database (or an authorized person) SSPPD registers a base, and makes changes to the information contained in the records of the registered private data. In the above statement must be outline the appeal of making the personal database in the Register, also an information about the owner of the personal database, which includes:

     

    For juridical person - name, resident / non-resident, code of a taxpayer according to Unified State Register of Enterprises and Organizations of Ukraine or tax number (for residents), location;

     

    For individuals - surname, name and patronymic, nationality, passport number, registration number of the taxpayer registration card (for citizens of Ukraine), and also place of residence.

     

       In addition, the application for registration of personal data should include:

     

    -  information about the name and location of the personal database (the address of the actual placement for the databases in the form of card files; the actual addresses storage of data storage device for databases in electronic form);

     

    - information about the purpose of the processing of personal data in the personal database with referring on the regulatory legal act, regulations, constitutional documents or other governing documents of the owner of the personal database, including their category and legal grounds for such processing;

     

    - information about the other disponents of personal database:

     

    For juridical person - name, resident / non-resident, code of a taxpayer according to Unified State Register of Enterprises and Organizations of Ukraine or tax number (for residents), location;

     

    For individuals - surname, name and patronymic, nationality, passport number, registration number of the taxpayer registration card (for citizens of Ukraine), and also place of residence.

     

    - the document that proves obligation of implementation the requirements of the law on protection of personal data.

     

    The day after the receiption of an application for registration of personal databases SSPPD inform the applicant about the date and registration number of the recording of the declaration in the Register and also about the date of applying for a certificate of state registration of the personal database or, in negative case, about the rejection notice of such registration.

     

    Term of acceptance of the decision by SSPPD about the application concerning register of the personal database or its denying in such registration is 10 working days from the date of receipt of the application.

  • Contractual law

    The company "Ukrainian Legal Group "Optima" offers the following services in the field of contractual law:

     

    - participation in negotiating and legal examination of various types of contracts;

    - drafting contracts, as well as externally - economic contracts;

    - legal analysis of contracts;

    - advising on the recognition of agreements null and void;

    - maintenance of procedures of termination of contracts;

    - maintenance of the procedures of assignment of right of demand, transfer of the debt;

    - advising on the using of different ways to ensure the fulfillment of contractual obligations;

    - the development of contractual schemes;

     

     

    Legally competently written contract - is the foundation of commercial relations between business entities, as well as protection against unreliable counterparties, which in the future will help to avoid undesirable legal consequences and unnecessary costs.