Company changes: what has to be registered and when
A company lives, and the register has to keep up with it. If the director has left but is still listed, the bank may block the account, and a counterparty may doubt whether the new one has authority to sign. If a member sold their share but the change isn't registered, to third parties they're still the owner.
Refusals most often happen over small things: the wrong quorum, the wrong signature, minutes missing a required item. I check all of this before filing.
What's included
- Review of the articles and of who has the right to make the decision.
- Resolution or minutes of the general meeting.
- New version of the articles, if the change requires it.
- Notarisation of signatures, where the law requires it.
- Filing and an extract with the updated details.
Types of changes
| Change | What's needed |
|---|---|
| Director | Meeting resolution, application, the new director's consent |
| Address | Resolution, document for the premises |
| Activity codes | Resolution or application, can be done via Diia |
| Members | Agreement, share transfer certificate, notarised signatures |
| Authorised capital | Meeting resolution, new version of the articles |
| Name | Resolution, new version of the articles, check against trademarks |
Some changes can be made yourself through Diia. But if the company has several members or non-standard articles, it's better to have a lawyer prepare the documents.
Ultimate beneficial owner
Every year a company confirms its ultimate beneficial owner details, and updates them when the owners change. Missing the deadlines can mean a fine. I remind my clients of these dates.
Increasing and reducing authorised capital
Capital can be increased through new contributions or profit. Reducing it is harder: creditors have to be notified, and they may demand repayment. If the change in capital is tied to a new member coming in, I advise updating the articles and shareholder agreement at the same time.
How it works
Your part: the members' signatures. The rest of the arrows are mine.
Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Associations” (Art. 17, documents for changes; requirements for ultimate beneficial owner information); Law of Ukraine “On Limited and Additional Liability Companies” (general meeting resolutions, authorised capital, share transfers).
Frequently asked questions about registration changes
How much does it cost to change an LLC's director?
From €150 turnkey. Several changes at once cost less than each one separately.
How long does registering changes take?
Usually 2–5 days, including preparing the documents.
Do we need to change the address if we've moved?
Yes. The tax office and counterparties send letters to the address in the register.
Can an LLC change its name?
Yes. Before that, it's worth checking that the new name doesn't clash with someone else's trademark. The check is free.
What happens if the beneficial owner details aren't updated?
A fine, and problems with the bank, which checks clients against the register.
A member leaving and selling their share? That has its own nuances, covered on the buying and selling a share page. And for regular changes a legal retainer is more convenient.