Advanced Search

About Holding Companies In Ukraine

Original Language Title: Про холдингові компанії в Україні

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$40 per month.

LAW OF UKRAINE

About holding companies in Ukraine

(Information of the Verkhovna Rada of Ukraine (VR), 2006, No. 34, st. 291)

{With changes under the Laws
No. 1617-VI of 24.07.2009 , VR, 2010, No. 2-3, pp. 11
No. 2850-VI of 22.12.2010 , BBR, 2011, No 28, st. 252
No. 3610-VI of 07.07.2011 , BBR, 2012, No. 7, pp. 53
No. 4498-VI of 13.03.2012 , VR, 2012, No. 40, st. 480
No. 835-VIII of 26.11.2015 , BBR, 2016, No. 2, st. 17}

{In the text of the Act, the words "statutory fund" in all differences and numbers are replaced by the words "statutory capital" in the appropriate distinction and No. 2850-VI of 22.12.2010 }

This Act defines the general principles of the functioning of the holding companies in Ukraine, as well as the features of their formation, activities and liquidation.

Article 1. Term Definition

1. In this Act, the terms are used in this way:

The state holding company is a holding company formed in the form of a joint-stock company, not less than 100 percent of the shares of which is owned by the state;

{Paragraph 2 of the second article 1 in accordance with the Act No. 1617-VI of 24.07.2009 }

The State Managing Holding Company is a state-owned holding company, which may be another state holding company or a host company, a holding corporate stake (the particles, paw) owned by the state;

{Part 1 of Article 1 is supplemented by a new paragraph under the Law No. 4498-VI of 13.03.2012 }

A corporate enterprise is a holding company, a holding company, owned and operated by a holding company.

The holding company is a joint-stock company that owns, uses and is sequeked by holding corporate shares (particles, pubs) of two or more corporate enterprises;

{Paragraph 1 of the changes made under the Act No. 1617-VI of 24.07.2009 }

Holding company is a package of shares (particles, pau) of a corporate enterprise, a holding company that exceeds 50 percent or is a value that provides the right of crucial impact on economic activities a corporate venture, a holding company.

{Paragraph 6 of the sixth part of the first article 1 of the changes made under the Act No. 4498-VI of 13.03.2012 }

Article 2. Legislation of Ukraine on holding companies

1. The legislation of Ukraine on holding companies consists of this Act, Civil Code of Ukraine , Economic Code of Ukraine , Law of Ukraine "On Joint-Stock Companies", other laws and regulations governing the activities of the holding companies and their corporate enterprises.

{Part of the first article 2 with changes made under the Act No. 4498-VI of 13.03.2012 }

2. Order of formation, activities and elimination of holding companies is regulated Civil Code of Ukraine , Economic Code of Ukraine , Law of Ukraine "On Joint Company" in a part that does not contradict this Act.

{Part of the second Article 2 in the edition of the Law No. 4498-VI of 13.03.2012 }

3. If the international treaty of Ukraine, consent to the binding of the Verkhovna Rada of Ukraine, establishes other rules than those contained in this Act shall apply the rules of the international treaty.

Article 3. Formation of holding companies

1. Holding companies may form:

(a) the authorities authorized to administer the state property, by public authorities to privatize themselves or together with other founders by combining in the capital capital of holding corporate shares (particles, paes);

(b) Other subjects at the contractual basis.

2. In cases stipulated by legislation, the holding companies form on the conditions of the previous receipt of the permission of the body of the Anti-Monopoly Committee of Ukraine or the Cabinet of Ministers of Ukraine to the concentration, consistent actions of the entities -Master. Projects of the constituent companies of the holding companies, which are formed on the terms of receipt of the specified permission, are subject to the agreement with the relevant body of the Anti-Monopoly Committee of Ukraine.

{Part of the third article 3 is excluded from the Law of the No. 835-VIII of 26.11.2015 }

4. The Holding Company acquires the status of a legal entity to give the state registration its creation in a manner defined by Law of Ukraine "On the State Registration of Legal Persons, Physical Persons-Entrepreneurs and Public Formulas".

{Part of Article 3 in the Drafting of the Law No. 835-VIII of 26.11.2015 }

Article 4. Decision to establish a holding company

1. The decision to establish a holding company is accepted by the owners of the holding company's holdings (particles, paes) and is arranged by the treaty.

Article 5. Features and activities of a holding company

1. The charter capital of the holding company is formed by the founders of the founders in the form of holding corporate shares (particles, paes), as well as additional deposits in the form of property, funds and intangible assets needed to provide a Holding company. The share in the form of property, funds and intangible assets required to provide the activities of the holding company should not exceed 20 percent of the statutory capital of the holding company.

2. In the case of the agenda of the general assembly of the holding company, the issue of alienating any packets of shares (particles, pai) of corporate enterprises and/or liquidation of the holding company, such common gatherings are recognized legal on the terms of registration for the participation of shareholders (their representatives), which have according to the status of the holding company more than 80 percent of the vote.

The decision to alienate any package of shares (particles, paes) of corporate enterprises or liquidation of a holding company belongs to the exclusive competency of the general assembly of the holding company. Decisions are made by a majority in 3/4 of the votes of shareholders (their representatives) who have registered to participate in the General Assembly, subject to the restrictions established by the Act.

3. The charter of the holding company shall be set to restrictions on the rights of individuals who have the right to act in the management of the company, as well as the issuance of securities.

4. The Masters Society may not have the property of a holding company, which is a corporate enterprise.

5. Before the exclusive competence of the General Assembly, the holding company is responsible for addressing the issues:

The formation of a single financial, investment, industrial and scientific and technical policy on corporate enterprises;

Determination of the direction and order of the use of corporate enterprises;

To approve the plans for the production and social development of corporate enterprises.

Until the exclusive competency of the general assembly of the holding company a law or statute may also be attributed to other matters.

Article 6. Features and activities of state-owned holding companies

1. State holding companies are formed by authorities authorized to manage the public property, and/or governmental privatisation bodies.

It is the sole shareholder of a holding company since its formation to end the privatisation procedure or end the state.

2. The heads of state holding companies in the process of corporating the state enterprises are organs, authorized to manage the state property. The founders of state holding companies in the process of privatizing state-owned enterprises are organs, authorized to manage the public property, and/or government privatisation bodies in accordance with the legislation.

The statutory capital of a state holding company is formed through the proper state of stock (particles, paes) of the respective host societies in the established law.

3. Industries or areas of activity that are not allowed to form state holding companies in the process of corporatization and privatization , defined by the Cabinet of Ministers of Ukraine.

4. The establishment of a holding company of a state holding company in the process of corporatization can be as follows:

-State enterprise;

the body authorized to manage the state property.

The initiator of the state-owned holding company in the process of privatization could be:

The state of privatization;

an enterprise whose decision to privatize;

The main community is in the process of corporatization.

5. The initiator of the State Holding Company shall give an organ authorized to manage the state property:

Rationale for the establishment of a holding company;

The list of businesses and their structural units, based on which is proposed to form a state holding company and its corporate ventures;

A project of a charter of a holding company.

In case if the initiator of a state holding company is a body authorized to manage the state mine, a list of businesses and their structural units are offered to form a state-owned holding company and its corporate holdings. enterprises, and the draft statute of the state holding company prepares this agency.

6. The decision on the formation of a state holding company in the process of corporatization (privatisation) takes the body authorized to manage the state-owned, state-owned state of privatization in terms of the approval of the Cabinet of Ministers of Ukraine.

{Part of the sixth Article 6 in the edition of the Law No. 4498-VI of 13.03.2012 }

7. The formation of state-owned holding companies is approved by the Cabinet of Ministers of Ukraine for the representation of the executive branch of the executive branch, which provides for the formation and implementation of state policy in the field of economic development.

{Part of the seventh article 6 in the edition of the Law No. 4498-VI of 13.03.2012 }

8. The management of shares of government holding companies is carried out in accordance with the legislation.

9. The shares of government holding companies cannot be transferred to the management of any person.

State packages of shares (particles, rations) and public property transferred to the state to a statutory capital of the state holding company cannot be alienated or kept in the force used to form statutory capital of any venture.

10. The state holding company is prohibited from committing any actions that may lead to the alienation of stocks (particles, paes) or property made to its statutory capital, to the end of the process of its privatization.

11. The State holding company may be a corporate enterprise only by the State Managing Holding Company.

{Part of the eleventh article 6 in the edition of the Law No. 4498-VI of 13.03.2012 }

12. The decision to privatize a public holding company could only be taken after the decision to privatize all corporate enterprises, stock packages (particles, paes) transferred to the statutory capital of such a holding company.

The preparation for sale of shares of the state holding company is held by its founder (founders) and public privatisation bodies in the established legislation, with regard to the features defined by the Act. In this, the shares (the shares, pai) of corporate enterprises made to its statutory capital are not transferred to the state authorities of privatization in order to further sell them.

13. Stock of shares (particles, paes) or other property transferred to the statutory capital of the state holding company are in state ownership and are enshrined in the right of the host country.

Article 7. Management features of the holding corporate stock package (particles, paes) transferred to the statutory capital of state holding companies

1. On the holding of the general meeting of shareholders (participants) of the corporate enterprise, the executive body of such enterprise is required to inform the state holding company and the body authorized to manage the state property, according to the requirements of legislation that govern the order of the convening of the general assembly.

2. The reports of the General Assembly shall contain the following:

Full naming and location of the society;

Date, time and place of the general assembly;

The beginning and end of the registration of shareholders (their representatives) to participate in the general assembly;

List of issues raised in voting;

The way of reporting shareholders to change in the order of the day;

Other information provided by the law.

3. The state holding company jointly with the authority authorized to manage the state mine, in Order A representative of the Cabinet of Ministers of Ukraine, elects a representative to represent the interests of the holding company at the general assembly of the corporate enterprise.

4. Organ, authorized to administer a state jersey, is required to make a decision on every issue made up to the agenda of the general assembly, and to provide an appropriate voting order to the representative in the term and order defined by the Cabinet Ministers of Ukraine.

5. The representative shall have the right to participate in the general assembly only after receiving an appropriate vote on the vote of the authority authorized to manage the state property.

Article 7-1. Features and activities of the State Managing Holding Company

1. The founder and sole shareholder of the State Managing Holding Company is the State in the special Cabinet of Ministers of Ukraine.

2. The statutory capital of the State Governing Holding is formed through the proper state of shares of state-owned holding companies, the particles (rations) of the state in the statutory capital of the host societies, as well as additional deposits in the form of property, the funds and intangible assets needed to ensure its activities. The shares of shares (particles, paes) or other property transferred to the statutory capital of the State Governing Holding Company are owned by the state property and are enshrined in the right of the host country.

3. Reacting the power to implement the rights of the state as a owner, the Cabinet of Ministers of Ukraine:

1) approve the statute of the State Managing Holding Company and make changes to it;

2) accept the decision to increase or reduce the statutory capital of the State governing holding company;

(3) approves the provisions of the Supervisory Board, the Board and the Revise Commission of the State Managing Holding Company and make changes;

4) elect members of the Supervisory Board of the State Governing Holding Company, approve the terms of civil-law treaties signed with them, sets the size of their reward, determines the person who is authorized to sign contracts with members. The supervisory board;

5) accepts the decision to end the powers of the members of the supervisory board of the State Governing Holding Company;

(6) elects the chairman of the board of the State Governing Holding Company and has ceased to stop his powers;

(7) The decision to establish, reorganize and liquidate corporate enterprises of the State Governing Holding Company;

8) approves the annual financial plan of the State Managing Holding Company, to make changes and additions;

(9) approve the annual report of the State Managing Holding Company;

10) approve the conclusions of the Revisional Commission of the State Governing Holding Company;

11) decides on the consequences of reviewing the report of the supervisory board, the report of the board, the report of the revisionist commission of the State Governing Holding Company;

12) decides on the reorganization or liquidation of the State Managing Holding Company.

4. In order to protect the rights of the state as a owner in the State Management Company, the supervisory board is created.

The supervisory board is elected in the number of seven individuals. The personal composition of the supervisory board is approved by the Cabinet of Ministers of Ukraine.

If the number of supervisory board members is less than half of its total composition, the Cabinet of Ministers of Ukraine for one month has to choose the remaining members of the supervisory board.

Members of the supervisory board are elected from the number of individuals who have a complete civilian capacity. The requirements for the members of the Supervisory Board are established by law, statute, and supervision of the supervising board of the State Governing Holding Company.

Candidates for members of the supervisory board and members of the Supervisory Board must have full higher education, work experience at least five years over the past ten years.

5. To exclude the competences of the supervisory board are:

1) prioritizing activities (development), strategic goals of the State Managing Holding Company;

2) to decide on the establishment, reorganization and liquidation of corporate enterprises of the State Governing Holding Company;

(3) The approval of the principles (code) of the corporate governance of the State Governing Holding Company;

(4) the election of the head of the supervisory board from the number of its members;

(5) Decision-making on the quantitative composition of the board and the revisionist commission of the State Governing Holding Company;

(6) Election of members of the Board of the State Governing Holding Company for the publication of Chairman of the Board and the early termination of their authority;

7) to approve the conditions of civil-law treaties that will deal with members of the State governing holding company, setting the size of their reward;

8) election of members of the revisionist commission of the State Governing Holding Company, decision on the early termination of their authority;

9) the decision to commit significant offenders if the market value of property or services is its subject, is more than 10 percent of the value of assets according to the latest annual financial reporting of the State Managing Holding Company, a It is also legal, as well as to be involved.

(10) Decision making on increasing the obligations of the State Managing Holding Company to the value exceeding 10 per cent of its statutory capital;

11) decision making on the acquisition by the State Managing Holding Company 10 and more per cent of the shares (particles, paes) in the statutory capital of other legal entities;

12) an assessment of the performance of the main indicators of the development strategy of the State Governing Holding Company;

13) to approve the annual financial reporting of the State Managing Holding Company;

14) the decision on the part of the net profit of the State Governing Holding Company, which, by the calendar year, should be aimed at the payment of dividends;

15) to address other issues taken by the law to the competence of the supervisory board.

6. State ' s commissioner of state votes at a meeting of supervisory board of the State Governing Holding Company according to the task of voting on each issue made up to the agenda provided by the state authorities that they represent.

7. The Executive Body of the State Managing Holding Company is the board.

The competence of the board is as follows:

1) development of a project of priority activities (development) of the State Managing Holding Company, its strategic goals (development goals) and their presentation to approve the Supervisory Board;

2) to prepare a financial plan for the State Managing Holding Company;

(3) The implementation of the shareholder ' s right to the corporate enterprises of the State Managing Holding Company;

4) to approve the structure and staff of the State Managing Holding Company with regard to the approved supervision board of the total number of employees of the State Managing Holding Company;

5) consider and presenting the Cabinet of Ministers of Ukraine and the Supervisory Board of the annual report and balance of the State Managing Holding Company, as well as information on the activities of corporate enterprises and separate structural units of the State Governing Council Holding company;

(6) Initiating the creation of corporate enterprises of the State Managing Holding Company, developing projects of their constituent documents;

7) to make a supervisory board of proposals for reorganization and liquidation of corporate enterprises;

8) approval of the statutes of the corporate enterprises of the State Governing Holding Company and the enforcement of control of their arson;

9) decision making on the quantitative composition of the Supervisory Board and the board of corporate enterprises of the State Managing Holding Company, approving the conditions of civil-law treaties signed with their members, and setting the size of their reward;

10) election of heads of supervisory boards of corporate enterprises of the State Managing Holding Company of the members of the State Governing Holding Company, the decision to end their authority;

11) election of members of the Supervisory Board of corporate enterprises of the State Managing Holding Company with the number of heads of independent structural units of the State Managing Holding Company, representatives of the executive branch and To the public, the decision to end their authority;

(12) proposing to oversee the oversight boards of the corporate enterprises of the State Governing Holding Company concerning the candidature of members of their rulers;

13) agreement on priority activities (development) of the corporate enterprises of the State Managing Holding Company, their strategic goals (development strategies);

14) approval of the annual financial and investment plans, as well as investment plans for the Middle East perspective (3-5 years) of the corporate enterprises of the State Managing Holding Company and the enforcement of control of implementation in established Order

15) coordinating the implementation of joint projects of corporate enterprises of the State Managing Holding Company;

16) coordinating the financial activities of the corporate enterprises of the State Managing Holding Company;

17) conducting monitoring of financial activities, including the execution of the performance of the financial plans of the corporate enterprises of the State Governing Holding Company;

18) to provide the annual audit inspections of corporate enterprises of the State Managing Holding Company;

19) consider the materials compiled by the inspection (revision) of the financial services of the State Managing Holding Company and its corporate enterprises, as well as reports of executives of corporate enterprises, decision making Its results;

(20) To provide the order of the Single Registry of the State Property of Information on the presence and current state of the property of the property of state property and any changes in their state;

21) ensure the inventory of the assets of the corporate enterprises of the State Managing Holding Company according to the specified Cabinet of Ministers of Ukraine of order;

22) to ensure the environmental audit of the corporate enterprises of the State Managing Holding Company;

23) to provide tenants of state ownership of the agreement on the lease of state property and proposals regarding the terms of the rental contract, which should ensure the effective use of rented property;

24) ensure the management and preservation of material carriers of classified information and to carry out measures to protect the state secret.

The Board also deals with other matters of the State Governing Holding Company, except those that are assigned by law to the competence of the Cabinet of Ministers of Ukraine and the Supervisory Board.

8. A revision commission is created for the audit of the financial and financial activities of the State Managing Holding Company. The Audit Commission shall have the representatives of the Central Executive Body, which provides for the formation and implementation of State Financial Policy, and of the auditors.

{The law was supplemented by Article 7-1 under the Act No. 4498-VI of 13.03.2012 }

Article 8. Audit Check

1. Audit of the holding company and its corporate enterprises is carried out annually in accordance with the law.

The holding company operates an internal audit (control) of its corporate enterprises.

Article 9. Publishing information about the holding company

1. During the month of the State registration of the holding company, such a company should publish information on the directions of its activity in the official printed edition of the National Securities and Stock Market Commission.

{Part of the first article 9 with changes made under the Act No. 3610-VI of 07.07.2011 }

2. The holding company for the entire period should not be less than once a year to publicize its consolidated financial reporting and financial reporting of its corporate ventures.

Article 10. Liquidation of holding company

1. Liquidation of a holding company is carried out in accordance with the legislation, as well as in the case of:

The liquidation of all corporate enterprises of the holding company and the abandonment of the holding company of the holding company of the holding corporate stock (particles, pai) only one corporate enterprise;

The abolition of the relevant body of the Anti-Monopoly Committee of Ukraine or the Cabinet of Ministers of Ukraine with permission to concentration, concerted actions of the household entities;

Adoption of the report of the holding company.

Article 11. Final Position

1. This Act will take effect from the day of its publication.

2. Parts of the Fifth Article 126 of the Criminal Code of Ukraine (Verkhovna Rada of Ukraine, 2003, No. 18-22, art. 144) to teach in such an editorial:

" 5. The holding company is an open joint-stock company, which owns, uses, and is also ordered by holding corporate shares (particles, paes) of two or more corporate enterprises (except stock packages held by the state). Property).

6. If a corporate enterprise through the actions or inactivity of a holding company is found to be insolvent and is recognized by bankruptcy, the holding company is subsidized by the obligations of corporate enterprise.

7. The general principles of the functioning of the holding companies in Ukraine, and the features of their formation, activities and liquidation are regulated by the Law of Ukraine "On holding companies in Ukraine" and other regulatory legal acts. "

3. Holding companies (state holding companies) and their corporate enterprises formed in established legislation to take effect by this Act are required to bring their established documents into compliance with the requirements of this Act. For three years since the day of the Act, this Act has no pay for pererestion.

4. Prior to the introduction of the laws of Ukraine, other regulations in compliance with the Act they act in a part that does not contradict the Law.

5. Recommend the President of Ukraine to be abolished by the President of Ukraine, dated 11 May 1994 No. 224 "On holding companies created in the process of corporatization and privatization".

6. The Cabinet of Ministers of Ukraine:

1) in a three-month period from the day of entry into force by the Act:

To apply for consideration by the Verkhovna Rada of Ukraine for the proposal to bring the laws of Ukraine into compliance with the Law;

Adopt the regulatory and legal acts necessary to fulfill this Act;

To bring in compliance with this Act of laws and regulations;

Provide a view and abolishment of ministries and other central executive bodies of their normative acts contrary to the Act;

2) in a six-month period of entry into force by this Act, to develop an agenda for the issue of additional shareholders in the joint stock companies, in the statutory capital of which is state-share.

President of Ukraine

(...) (...)

Um ... Kyoto
March 15, 2006
No. 3528-IV