The process for a domestic reorganization in Ukraine follows a legally defined sequence. It begins with a resolution passed by the general meeting of shareholders to approve the reorganization. Following this decision, the company is required to provide written notification to all of its known creditors and to make a public announcement of the impending reorganization. This step is critical for protecting the rights of third parties. The process also involves review and potential approval from the Antimonopoly Committee of Ukraine (AMCU) if the transaction meets certain financial thresholds and could impact market competition. The final step is the submission of the required documents to the state registrar to formalize the changes in the state register.

In Ukraine, the primary competent authority for corporate reorganizations is the state registrar, who is responsible for recording the changes in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations (https://zakon.rada.gov.ua/laws/show/755-15?lang=en). Unlike in the EU’s cross-border framework, the concept of a “pre-transformation certificate” issued by a notary or court to validate the process for a foreign authority does not exist. The state registrar’s role is to ensure that all documentation for the domestic reorganization complies with Ukrainian law before completing the registration. Depending on the industry and scale of the transaction, other bodies such as the AMCU or sector-specific regulators like the National Bank of Ukraine may also need to grant approval.

Ukrainian law provides safeguards for stakeholders who may be affected by a domestic reorganization. Creditors who are notified of the reorganization have the right to demand security for their claims or to request the premature termination or fulfillment of the company’s obligations to them. The Labor Code of Ukraine ensures that the rights of employees are preserved during restructuring procedures, and their employment contracts are generally transferred to the successor entity. Shareholders retain their general rights during a reorganization, including the right to vote on the resolution and access information about the process.

Failing to adhere to the required legal procedures for a domestic reorganization can lead to significant consequences. The primary sanction is the refusal by the state registrar to complete the registration of the reorganization. This would effectively block the transaction from being legally finalized, leaving the companies involved in a state of legal uncertainty. Any attempts to operate as a reorganized entity without proper registration would be invalid and could lead to further legal and financial liabilities for the company’s management.

Correctly navigating a corporate reorganization in Ukraine requires careful planning and expert legal guidance to ensure compliance with all national laws. This is especially true when the ultimate goal is to restructure an international business, as it often involves complex steps beyond a standard domestic procedure. Our team of experts provides a comprehensive service that covers the entire reorganization process, from initial planning to representation before state registrars and other authorities. By entrusting this task to us, you can be confident that your corporate restructuring will be managed efficiently and in full compliance with Ukrainian law.