Establishment of LLC by one founder: there is a draft law on amendments to the Civil Code

The Verkhovna Rada registered the Draft Law No. 12337 dated 19.12.2024 "On Amendments to the Civil Code of Ukraine on Improving the Legal Regulation of the Activities of Single-Member Companies".

The main objective of the draft law is to improve certain provisions of the Civil Code of Ukraine (CCU), which provide for:

► the possibility of establishing a company on the basis of the company's own charter or model charter with the possibility of switching to the company's own charter in the future

► to establish the obligation to notarize the signature of an individual who is the sole founder and shareholder of a company on the first version of the charter, on the version of the charter replacing the model charter, on the decision to establish a company and on decisions made by the sole shareholder of a company on the company's activities;

► provide that decisions on matters within the competence of the general meeting of shareholders of a company are made by the sole shareholder, unless otherwise required by law;

► determine that decisions are made by the company's sole shareholder in writing;

► to establish an obligation in relations with the company not to make transactions on behalf of the company, but in their own interests or in the interests of third parties, that are homogeneous with those that constitute the subject matter of the company's activities; to provide for the possibility of establishing a business company with one member in the form of a limited liability company or additional liability company, joint stock company;

► provide for a ban on withdrawal from a company with a single member, a ban on establishment of a company by a single member who is the sole member of another company (limited liability company, additional liability company, joint stock company), and a ban on participation of such a member in a company of one person;

► to establish the obligation of a member of a one-person company to carry out a monetary valuation of a contribution with the participation of an independent expert.

According to the text of the draft law, the document will come into force on the day following its publication.