Creation of a joint-stock company
During the formation of a company its shares are subject to private placement exclusively among the founders. Creation of a partnership is carried out in the following stages:
1) holding of the founders’ meeting, at which decisions are taken on:
- creating a partnership
- identification of the authorized person (s) of the founder (s) (name, first name and patronymic – for an individual, name, code under the USREOU, location and telephone numbers (fax) – for a legal entity), which (s) empowered to carry out activities related to the creation of a partnership (if necessary);
- private placement of shares;
- approval of the terms of the founding agreement (in the case of a decision to conclude a founding agreement).
In case of foundation of a joint-stock company, one person’s decisions, which must be taken by the founders, are taken by this person alone.
2) the conclusion of a constituent agreement (in the case of the decision of the founders to conclude a founding agreement by the founders);
3) submission of the application and all necessary documents for registration of issue (issue) of shares to the central apparatus of the Commission;
4) registration by the Commission of the issuance (issue) of shares and issuance of a temporary certificate (temporary certificates) on registration of issue (issue) of shares;
5) assignment of shares to the international identification number of securities;
6) conclusion of a securities servicing agreement with the Central Depository of Securities;
7) registration and deposition of a temporary global certificate in the Central Securities Depository;
8) private placement of shares among the founders of the company;
9) payment by founders of the total nominal value of shares;
10) holding constituent assembly, where decisions are made on:
- foundation of a company;
- approval of valuation of property, property and non-property rights, which are made by the founders for the payment of shares of a company, determined in accordance with Article 8 of the Law of Ukraine “On Joint Stock Companies”;
- approval of the results of private placement of shares among the founders of the company;
- approval of the company’s charter;
- formation of the bodies of the society;
- election of members of the supervisory board, chairman of the collegial executive body of the company (the person exercising the powers of the sole executive body of the company), members of the audit committee (auditor);
- election counting commission;
- Authorization of the representative (representatives) to carry out further activities related to the formation of the partnership (if necessary);
- committing other actions necessary for the establishment of a partnership.
In case of foundation of a joint-stock company, one person’s decisions, which must be taken by the constituent assembly, are taken by this person alone;
11) registration of the company and its statute in the state registration bodies;
12) submitting to the central body of the Commission a report on the results of private placement of shares;
13) registration by the Commission of the report on the results of private placement of shares;
14) obtaining a certificate (certificates) on registration of shares issue (issues) and a registered report on the results of private placement of shares.
15) registration and deposit of a global certificate in the Central Securities Depository;
16) the issuance to the founders of the company of documents confirming the ownership of the shares.
Registration of issue (issue) of shares, registration of the report on the results of private placement of shares or refusal in the appropriate registration shall be made by the Commission.
For documents that are submitted for registration of shares issue can be found at the link.
Registration of shares issued by joint stock companies with a state share in the authorized capital that was created prior to the entry into force of the Law of Ukraine “On Securities and the Stock Market” (the issue of shares of which is not registered in the manner prescribed by law), and the transfer of such issues to the Depository Registry system is carried out in accordance with a separate Order approved by the Commission decision.
Registration of share issue of joint stock companies, including holding companies, when they are created by corporatization of state enterprises or in the process of privatization of state enterprises, enterprises formed on the basis of leased property and based on the association of property of various forms of ownership, is regulated by a separate Procedure approved Commission decision.
Increase and decrease of authorized capital
In case of public or private placement of additional shares in case of increase of the authorized capital of the company with attraction of additional contributions, registration of issue of shares, prospectus of issue of shares and registration of the report on the results of public or private placement of shares is carried out. Registration of share issue and share issue prospectus is carried out simultaneously.
When increasing the authorized capital of the company due to the allocation of the additional capital (its parts) to the authorized capital of the company or the direction to the authorized capital of the profit (its part), registration of issue of shares is carried out, the report on the results of the placement of shares to the registration authority for registration is not submitted.
When decreasing the company’s authorized capital by reducing the nominal value of shares or by canceling previously repurchased shares of the company and reducing their total quantity, the share issue registration is registered, the report on the results of the placement of shares to the registration authority for registration is not filed.
More information about the increase and decrease of the authorized capital of joint stock companies can be found at the link.
The issuance of shares (as well as the registration of such issues and the suspension of their circulation) of joint-stock companies, which are created by merger, division, separation or transformation, as well as joint stock companies, which are subject to accession, is regulated by a separate Procedure approved by the Commission’s decision.