Topic 3.State registration of legal entities and sole

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>Topic 3.State registration of legal entities and sole traders. The essence of the state Topic 3.State registration of legal entities and sole traders. The essence of the state registration State registration of a legal entities State registration of a sole traders

>1. The essence of the state registration The state registration of legal entities and 1. The essence of the state registration The state registration of legal entities and sole traders shall be understood as the certification of the fact of the establishment or termination of a legal entity, the certification of the fact of the acquisition or abandonment of the sole trader status by an individual, as well as the performance of other registration actions provided hereby by means of entering appropriate records into the Universal State Register. The procedure of the state registration of legal entities and sole traders shall comprise, inter alia: - the verification of the completeness of documents submitted to the state registrar, and the completeness of the information specified in the registration card; - the verification of documents submitted to the registrar for the lack of grounds for the refusal of the state registration; - the entry of details of the legal entity or sole trader into the Universal State Register; - the execution and issue of a state registration certificate and an excerpt from the Universal State Register.

>Place of the State Registration of Legal Entities and Sole Traders (art.5) The state Place of the State Registration of Legal Entities and Sole Traders (art.5) The state registration of legal entities and sole traders shall be carried out by the state registrar solely with the executive committee of the city council of a city of oblast importance or with the district or Kyiv and Sevastopol city district state administration in the location of the legal entity or in the place of residence of the sole trader. State Registrar (art.6) On the territory of the relevant administrative territorial unit, the state registrar shall: - carry out the state registration of legal entities and sole traders; - reserve corporate names; - hand over the notices and details from registration cards on the commitment of registration actions envisaged hereby to state statistics agencies (hereinafter referred to as the "statistics agencies"), agencies of the state tax service, the Pension Fund of Ukraine and social insurance funds, including the details of the establishment or liquidation of separated units of legal entities;

>- set up, maintain and store registration files. If there are three and more - set up, maintain and store registration files. If there are three and more state registrars in an executive committee of a city council of a city of oblast significance or a district, or Kyiv and Sevastopol city district state administration, the storage of registration files shall be ensured by the relevant officer of a structural unit (group, directorate) set up for the purposes of the organisational and logistical support to the work of state registrars; - execute and issue state registration certificates and replace the same; - execute and issue excerpts and information letters from the Universal State Register; - carry out the state registration of changes to constituting documents of legal entities and the state registration of changes in the name or place of residence of sole traders;

>- carry out the state registration of the termination of legal entities and the - carry out the state registration of the termination of legal entities and the state registration of the termination of business activities by sole traders; - address a court with an application for the adjustment of the objective of an institution according to the procedure specified by law; - execute, issue and authenticate duplicates of constituting documents of legal entities and changes therein; - enter the information about the state registration of an entity into the Universal State Register on the basis of a court decision; - take other actions envisaged by the Law.

>Registration Fee for the State Registration (art.10)  A registration fee shall be charged Registration Fee for the State Registration (art.10) A registration fee shall be charged as follows for the state registration: - ten non-taxable minimum individual income amounts for the state registration of a legal entity; - two non-taxable minimum individual income amounts for the state registration of a sole trader. A registration fee amounting to thirty per cent of the registration fee prescribed by part one hereof shall be charged for the state registration of changes in constituting documents of a legal entity, the state registration of the change of the name or the place of residence of a sole trader. A registration fee shall be charged for the replacement of a state registration certificate in connection with the loss thereof or the damage thereto, and for the issue of the duplicate of the original constituting documents and changes therein authenticated by the state registrar in the amount of one non-taxable minimum individual income amounts. Funds obtained hereunder as the registration fee shall be credited to the local budget in the location of the legal entity or in the place of residence of the sole trader. A copy of a bank receipt or a copy of a payment instruction with a mark of the bank shall be the documentary proof of the payment of the registration fee.

>2. State registration of a legal entities Documents To Be Submitted for the State 2. State registration of a legal entities Documents To Be Submitted for the State Registration of a Legal Entity (art.24) For the purposes of the state registration of a legal entity, the founder (founders) or the person authorised thereby must submit the following documents in person to the state registrars (send with registered mail with an inventory): - a completed registration card for the state registration of a legal entity; - an original or a notarised copy of the decision of founders or a body authorised by them to set up a legal entity in cases envisaged by law; - two copies of constituting documents; - a documentary proof of the payment of the registration fee for the state registration of the legal entity.

>In cases envisaged by law, a copy of the decision of agencies of the In cases envisaged by law, a copy of the decision of agencies of the Antimonopoly Committee of Ukraine or the Cabinet of Ministers of Ukraine to give a permit for concerted actions or the concentration of business entities shall be submitted (sent) in addition to documents listed in part one of this article. In case of the state registration of a legal entity, of which a founder (founders) is a foreign legal entity, a document confirming the registration of the foreign entity in the country of its location, for instance, an excerpt from the commercial, banking or court register, shall be submitted in addition to documents listed in part one of this article. The state registrar shall be prohibited from requiring additional documents for the state registration of a legal entity, unless they are required by parts one to seven of this article. If documents are submitted for the state registration of a legal entity by a founder of the legal entity, his passport shall be additionally presented to the state registrar.

>If documents are submitted for the state registration of a legal entity by a If documents are submitted for the state registration of a legal entity by a person authorised by the founder (founders) of the legal entity, his passport and a document confirming his powers shall be additionally provided to the state registrar. Documents, which are submitted for the state registration of a legal entity, shall be accepted on the basis of an inventory, whose copy shall be issued (sent by registered mail) on the document receipt date to the founder or the person authorised thereby with a mark stating the document receipt date. The date of receipt of the documents for the legal entity state registration shall be entered into the registration actions log.

>The state registrar shall have the right to leave non-considered the documents submitted for The state registrar shall have the right to leave non-considered the documents submitted for the legal entity state registration, if: - the documents are submitted to an improper state registration location; - the documents do not meet the requirements of parts one, two, four to seven of Article 8, and part five of Article 10 hereof; - a court decision prohibiting the performance of registration acts has been received by the state registrar; - the documents have not been submitted in full; the documents have been submitted by a person who is not authorised to do so. If documents submitted for the legal entity state registration are left non-considered, the state registrar shall issue (send with registered mail with an inventory) an appropriate notice with the indication of grounds for leaving the documents non-considered and the documents submitted for the state registration of the legal entity in accordance with the inventory to the founder of the legal entity or the person authorised thereby on the next working day of the document receipt date at the latest.

>Procedure of the State Registration of a Legal Entity  Lacking the grounds for Procedure of the State Registration of a Legal Entity Lacking the grounds for leaving non-considered the documents submitted for the state registration of the legal entity, the state registrar must check these documents for the lack of grounds for the refusal of the legal entity state registration. In case of the absence of grounds for the refusal of the state registration of a legal entity, the state registrar shall enter the identification code in line with requirements of the Universal State Register of Enterprises and Organisations of Ukraine into the registration card for the state registration of a legal entity, and enter a record of the state registration of a legal entity into the Universal State Register on the basis of details of the said registration card. The date of the entry of the legal entity state registration record into the Universal State Register shall be the legal entity state registration date. The time for the state registration of the legal entity may not exceed three working days of the date of receipt of documents for the state registration of the legal entity.

>The certificate of the state registration of the legal entity must be executed and The certificate of the state registration of the legal entity must be executed and issued (sent with registered mail with an inventory) by the state registrar to the founder or the person authorised thereby not later than on the next working day after the legal entity state registration date. One original copy of constituting documents with the state registrar's mark confirming the state registration of the legal entity shall be issued to the founder or the person authorised thereby (sent with registered mail) together with the legal entity state registration certificate. The procedure of the hand-over of identification codes of the Universal State Register of Enterprises and Organisations of Ukraine for the entry thereof into the registration card shall be specified by the specifically authorised state registration agency and the specifically authorised central executive agency for statistics.

>Refusal of the State Registration of a Legal Entity (art 27.)  The following Refusal of the State Registration of a Legal Entity (art 27.) The following shall be the grounds for the refusal of the state registration of a legal entity: - the lack of conformity of the details specified in the registration card for the state registration of a legal entity with the details provided in documents submitted for the state registration of the legal entity; - the lack of compliance of the constituting documents with requirements of part three of Article 8 hereof; - the violation of the legal entity establishment procedure instituted by law, for instance: - the availability of restrictions for the occupation of certain positions established by law in respect of individuals listed as officials of the managing body of the legal entity; - the lack of conformity of details of the founders (participants) of a legal entity with their details contained in the Universal State Register; - the availability of restrictions for the performance of legal actions by founders (participants) of the legal entity or the person authorised by them;

>- the availability in the Universal State Register of a name identical to the - the availability in the Universal State Register of a name identical to the name of the legal entity, which is intent on registering; -the use of a full or abbreviated designation of a state authority or a local self-government body, or names derived therefrom, or an historical state name, of which a list is specified by the Cabinet of Ministers of Ukraine, in the name of a legal entity subject to the private law. The refusal of the state registration of a legal entity on other grounds shall be disallowed. In case of the availability of grounds for the refusal of the state registration of a legal entity, the state registrar must issue (send with registered mail with an inventory) the notice of refusal of the state registration with the indication of grounds therefor and documents, which were submitted for the state registration of the legal entity in accordance with the inventory, to the founder or the person authorised thereby within three working days of receipt of the documents for the state registration.

>In case of the refusal of the legal entity state registration, the registration fee In case of the refusal of the legal entity state registration, the registration fee shall not be repaid. A founder (founders) or a person authorised by them may re-submit documents for the state registration of a legal entity after the elimination of reasons for the refusal of the state registration of a legal entity; they shall be reviewed in accordance with the procedure prescribed by the Law for the state registration of a legal entity. The refusal of the state registration of a legal entity may be disputed at the court. The violation of time frames of the issue (dispatch with registered mail) of the legal entity state registration certificate, the notice of the state registration refusal, or the notice of the documents' being left non-considered shall be deemed to constitute the refusal of the state registration of a legal entity, and may be disputed at the court.

>State Registration of Changes in Constituting Documents of a Legal Entity (art.29)  A State Registration of Changes in Constituting Documents of a Legal Entity (art.29) A legal entity must submit (send with registered mail with an inventory) the following documents for the state registration of changes in constituting documents: a completed registration card for the state registration of changes in constituting documents of a legal entity; an original or a notarised copy of the decision on the introduction of changes into the constituting documents; original constituting documents of a legal entity with a mark of their state registration or a document confirming the payment for the publication of a notice of the loss of original constituting documents in a specialised printed bulletin; two copies of changes in the constituting documents of a legal entity in the form of separate annexes or two copies of constituting documents in the new wording; a document confirming the payment of the registration fee for the state registration of changes in constituting documents.

>State registration of the termination of a legal entity   A legal entity State registration of the termination of a legal entity A legal entity shall be terminated as a result of the transfer of all its property, rights and duties to other legal entities being successors as a result of the merger, accession, separation, transformation (reorganisation) or as a result of the liquidation by decision made by the founders (participants) of the legal entity or the body authorised thereby, by the court decision, or by the decision of a state authority made in cases envisaged by law. A legal entity shall be deemed to have been terminated from the date of entry of a record of the state registration of the legal entity termination into the Universal State Register.

>3. STATE REGISTRATION OF AN INDIVIDUAL INTENT ON BECOMING A SOLE TRADER For the 3. STATE REGISTRATION OF AN INDIVIDUAL INTENT ON BECOMING A SOLE TRADER For the purposes of the state registration, an individual intent on becoming a sole trader and having an identification number, or a party authorised by such an individual (hereinafter referred to as the "applicant") must submit the following documents in person (send them by registered mail with an inventory) or via the authorised party to the state registrar in the place of residence: - a completed registration card for the state registration of a sole trader; - a copy of the certificate of the inclusion of the applicant into the State Register of Individuals Being Payers of Taxes and Other Statutory Fees; - a documentary proof of the payment of the registration fee for the state registration of a sole trader; - a notarised written consent of parents (adoptive parents) or the guardian, or the tutorship and guardianship agency, if the applicant is an individual who has attained the age of sixteen years and is willing to engage into entrepreneurial activities.

>For the purposes of the state registration, an individual, who has rejected an identification For the purposes of the state registration, an individual, who has rejected an identification number due to his religious or other convictions and has officially notified thereof appropriate state authorities, has a mark in the passport to that effect, and intends to become a sole trader, must submit the following to the state registrar solely in person: - a completed registration card for the state registration of a sole trader; - a document confirming the payment of the registration fee for the state registration of a sole trader. The state registrar shall be prohibited from requiring additional documents for the state registration of a sole trader, unless they are required by parts one and two of this article. If documents are submitted for the state registration by the applicant in person, his passport shall be additionally presented to the state registrar. An individual, who has rejected an identification number due to his religious or other convictions and has officially notified thereof appropriate state authorities, must present a passport with the relevant mark to the state registrar in person. The authorised person must present his passport and a document confirming his powers.

>Documents, which are submitted for the state registration of a sole trader, shall be Documents, which are submitted for the state registration of a sole trader, shall be accepted on the basis of an inventory, whose copy shall be issued (sent by registered mail) on the document receipt date to the applicant with a mark stating the document receipt date. The date of receipt of the documents for the sole trader state registration shall be entered into the registration actions log. The state registrar shall have the right to leave non-considered the documents submitted for the state registration of a sole trader, if: - the documents are submitted to an improper sole trader state registration location; - the documents do not meet the requirements of parts one and two of Article 8 and part five of Article 10 hereof; - the documents have not been submitted in full. In case of leaving the documents submitted for the state registration of a sole trader unconsidered, the state registrar shall issue (send with registered mail with an inventory) an appropriate notice with the indication of grounds for leaving the documents submitted for the state registration of a sole trader unconsidered on the next business day of receipt of documents at the latest together with documents submitted for the state registration of a sole trader in accordance with the inventory. The documents submitted for the sole trader state registration being left non-considered shall not prevent the applicant from re-applying to the state registrar according to the general procedure after the elimination of grounds for these documents' being left non-considered.

>Procedure of the State Registration of Sole Trader (art. 43)  Lacking the grounds Procedure of the State Registration of Sole Trader (art. 43) Lacking the grounds for leaving non-considered the documents submitted for the state registration of the sole trader, the state registrar must check these documents for the lack of grounds for the refusal of the sole trader state registration under part one of Article 44 hereof. The check for the lack of grounds for the refusal of the sole trader state registration under paragraphs three and four of part one of Article 44 hereof shall be carried out using the data from the Universal State Register. Lacking the grounds for the refusal of the state registration of the sole trader, the state registrar must enter a record of the state registration of the sole trader into the Universal State Register on the basis of details of the registration card for the state registration of the sole trader. The date of the entry of the sole trader state registration record into the Universal State Register shall be the sole trader state registration date. The time for the state registration of the sole trader may not exceed two working days of the date of receipt of documents for the state registration of the sole trader.

>The certificate of the state registration of the sole trader must be executed and The certificate of the state registration of the sole trader must be executed and issued (sent with registered mail) by the state registrar to the applicant not later than on the next working day after the sole trader state registration date. Not later than on the next working day after the sole trader state registration date, the state registrar must provide the relevant statistics agencies, the agencies of the state tax service, the Pension Fund of Ukraine, and social insurance funds with a notice of the state registration of a sole trader with the specification of the number and date of the relevant record in the Universal State Register, and the details of the registration card for the state registration of a sole trader for the purposes of entering the sole trader into records.

>Article 44. Refusal of the State Registration of a Sole Trader The following shall Article 44. Refusal of the State Registration of a Sole Trader The following shall be the grounds for the refusal of the state registration of a sole trader: - the lack of conformity of the details specified in the registration card for the state registration of a sole trader with the details provided in documents submitted for the state registration; - the availability of restrictions for the exercise of business instituted by law in respect of the individual, who is intent on becoming a sole trader; - the availability of a record in the Universal State Register to the effect that the applicant is a sole trader. The refusal of the state registration of a sole trader on other grounds shall be disallowed. In case of the availability of grounds for the refusal of the state registration of a sole trader, the state registrar must issue (send with registered mail with an inventory) the notice of refusal of the state registration with the indication of grounds therefor and the documents, which were submitted for the state registration of the sole trader, in accordance with the inventory, to the applicant within two working days of receipt of the documents for the state registration of the sole trader.

>In case of the refusal of the sole trader state registration, the registration fee In case of the refusal of the sole trader state registration, the registration fee shall not be repaid. After the elimination of grounds for the refusal of the state registration of a sole trader, the individual may re-submit documents for the state registration of the sole trader; the said documents shall be reviewed according to the procedure envisaged by the Law for the state registration of a sole trader. The refusal of the state registration of a sole trader may be disputed at the court. The violation of time frames of the issue (dispatch with registered mail) of the sole trader state registration certificate, the notice of the state registration refusal, or the notice of the documents' being left non-considered shall be deemed to constitute the refusal of the state registration of a sole trader, and may be disputed at the court.

>State Registration of Changes in Details of a Sole Trader Contained in the Universal State Registration of Changes in Details of a Sole Trader Contained in the Universal State Register (Art. 45) Change in the information about a sole trader contained in the Universal State Register, namely the changes in the name of the individual, the place of his residence, the identification number of the individual tax payer or the number and the series of the passport of the individual, who has rejected an identification number and officially notified thereof the relevant state authorities, and has a mark in the passport, shall come into effect on the date of the state registration thereof. For the purposes of the state registration of changes in details of a sole trader, which are envisaged by part one of this article, the sole trader shall submit in person (send with registered mail with an inventory) the following documents to the state registrar: - a completed registration card for the state registration of changes in details of a sole trader; - the original sole trader state registration certificate; - the documentary proof of the payment of the registration fee for the state registration of changes in details of a sole trader; - a copy of the certificate of the alteration of the identification number of an individual tax payer.

>For the purposes of the state registration of changes in the information about a For the purposes of the state registration of changes in the information about a sole trader under part one of this article, an individual, who has rejected an identification number due to his religious or other convictions and has officially notified thereof appropriate state authorities, has a mark in the passport to that effect, and intends to become a sole trader, must submit the documents required by this part solely in person. The state registrar shall be prohibited from requiring any documents for the state registration of changes in details of the sole trader, unless they are required by part two of this article. If the documents for the state registration of changes in details of a sole trader are submitted by the sole trader in person, a passport shall also be presented to the state registrar.

>An individual, who has rejected an identification number due to his religious or other An individual, who has rejected an identification number due to his religious or other convictions and has officially notified thereof appropriate state authorities, must present a passport with the relevant mark to the state registrar in person for the purposes of the state registration of changes in the information about the sole trader. The authorised person must present his passport and a document confirming his powers for the state registration of changes in the information about a sole trader. Documents, which are submitted for the state registration of changes in details of a sole trader, shall be accepted on the basis of an inventory, whose copy shall be issued (sent by registered mail) on the document receipt date to the applicant with a mark stating the document receipt date. The date of receipt of the documents for the state registration of changes in details of the sole trader shall be entered into the registration actions log.

>The state registrar shall have the right to leave non-considered the documents submitted for The state registrar shall have the right to leave non-considered the documents submitted for the state registration of changes in details of the sole trader, if: - the documents are submitted to an improper location for the state registration of changes in details of the sole trader; - the documents do not meet the requirements of parts one and two of Article 8 and part five of Article 10 hereof; - the documents have not been submitted in full. If documents submitted for the state registration of changes in details of the sole trader are left non-considered, the state registrar shall issue (send with registered mail with an inventory) an appropriate notice with the indication of grounds for leaving non-considered the documents, which were submitted for the state registration of changes in details of the sole trader, and the documents submitted for the state registration of changes in details of the sole trader in accordance with the inventory to the applicant on the next working day of the date of receipt of the documents submitted for the state registration of changes in details of the sole trader at the latest. The documents submitted for the state registration of changes in details of the sole trader being left non-considered shall not prevent the applicant from re-applying to the state registrar according to the general procedure after the elimination of grounds for these documents' being left non-considered.

>STATE REGISTRATION OF THE TERMINATION OF BUSINESS ACTIVITIES OF A SOLE TRADER (Article 46) STATE REGISTRATION OF THE TERMINATION OF BUSINESS ACTIVITIES OF A SOLE TRADER (Article 46) The state registration of the termination of business activities of a sole trader shall be carried out in the case of: - the decision made by the sole trader to terminate the business activities; - the death of the sole trader; - the issue of a court decision to declare the individual deceased or missing; - the issue of a court decision to declare the individual being the sole trader incompetent or to limit his/her civil-law competence; - the issue of a court decision to terminate the business activities of a sole trader. The following shall be the grounds for the issue of a court decision to terminate business activities of the sole trader: - the declaration of the sole trader bankrupt; - the exercise of the prohibited business by the sole trader; - the failure to submit tax returns and financial reporting statements required by law to agencies of the state tax service during one year. An individual shall cease to have the sole trader status starting from the date of the entry of a record of the state registration of the termination of business activities of a sole trader into the Universal State Register