Best Corporate Governance Lawyers in Ukraine

About Corporate Governance Law in Ukraine

Corporate governance in Ukraine is a legal and management framework that ensures companies are directed and controlled in a manner that is ethical, transparent, and compliant with local laws. The system regulates the relationships and responsibilities between shareholders, directors, executive management, and other stakeholders. Ukrainian corporate governance law is influenced by both national legislation and international best practices to ensure fair business operations and protect the interests of all stakeholders.

Why You May Need a Lawyer

Legal guidance in corporate governance is often essential for both local and foreign business owners, investors, and board members in Ukraine. Common scenarios where legal help is needed include:

• Setting up a corporate structure for a new business or subsidiary
• Drafting and amending company charters, statutes, or shareholder agreements
• Ensuring compliance with local laws and disclosure requirements
• Resolving internal disputes between shareholders or directors
• Navigating mergers, acquisitions, or restructuring processes
• Dealing with related-party transactions or conflicts of interest
• Implementing effective internal controls and audit mechanisms
• Handling breaches of fiduciary duties by company officers or management
• Reporting to or interacting with Ukrainian government regulatory bodies

A lawyer specializing in corporate governance will help you avoid costly mistakes, ensure regulatory compliance, and protect your organization’s reputation.

Local Laws Overview

Ukrainian corporate governance is primarily regulated by legislation such as:

• The Civil Code of Ukraine
• The Commercial Code of Ukraine
• The Law of Ukraine “On Joint Stock Companies”
• The Law of Ukraine “On Limited Liability Companies”
• Stock market regulations, including the National Securities and Stock Market Commission’s rules

Key aspects of Ukrainian corporate governance law include:

• Requirements for the establishment, management, and operation of both joint stock companies (JSCs) and limited liability companies (LLCs)
• Rules for holding shareholders or participants’ meetings and decision-making processes
• Obligations regarding disclosure of information to shareholders and government authorities
• Restrictions and procedures for related-party transactions
• Duties and responsibilities of directors, supervisory boards, and executive bodies
• Regulations to protect minority shareholders and prevent abuse by majority stakeholders
• Mechanisms to resolve corporate conflicts, including arbitration and litigation

Frequently Asked Questions

What is the main law governing corporate governance in Ukraine?

The Law of Ukraine “On Joint Stock Companies” and the Law “On Limited Liability Companies” are the key pieces of legislation, along with the Civil Code and Commercial Code, depending on the company type.

Who can be a director or member of the supervisory board in a Ukrainian company?

Any legally capable individual can serve as a director or supervisory board member, subject to requirements in the company’s charter and legal restrictions (such as conflicts of interest or criminal records).

What rights do minority shareholders have in Ukraine?

Minority shareholders are protected by law, including rights to information, participation in meetings, challenging resolutions, and, in some cases, forced buyout mechanisms to prevent abuses by majority shareholders.

How often must companies hold general meetings?

At least once per year, all Ukrainian companies must hold a general meeting of shareholders or participants to approve results, elect bodies, and resolve key issues.

Are related-party transactions regulated?

Yes, transactions involving company managers, board members, or related parties are subject to strict procedures, including approval by supervisory boards or shareholders to avoid conflicts of interest.

How can disputes between shareholders be resolved?

Disputes can be settled through mediation, arbitration, or court proceedings. Company charters may specify a preferred method of dispute resolution.

What are the reporting obligations for Ukrainian companies?

Companies must file annual financial statements, notify the state registrar of key changes, and, for some entities, disclose material events to regulators and investors.

How can the articles of association or company charter be amended?

Amendments require an approved resolution by the general meeting of shareholders or participants and must be registered with the Ukrainian state authorities.

What is the role of the National Securities and Stock Market Commission?

The Commission oversees compliance with securities regulations, monitors the functioning of public companies, and ensures transparency and protection for investors.

Are there requirements for independent directors in Ukrainian companies?

Public joint stock companies and some large entities may have requirements or recommendations regarding the appointment of independent directors to improve governance standards.

Additional Resources

There are several organizations and bodies that provide guidance, oversight, and support on corporate governance issues in Ukraine:

• National Securities and Stock Market Commission of Ukraine
• Ministry of Justice of Ukraine
• Ukrainian Institute of Corporate Governance
• Ukrainian Bar Associations and Legal Support Organizations
• Chamber of Commerce and Industry of Ukraine
• State Enterprise “Information Resource Center” for business registration information
• International advisory bodies such as the International Finance Corporation (IFC) Ukraine office

Next Steps

If you need legal assistance with corporate governance in Ukraine, it is recommended to:

• Clearly define your specific goals or concerns related to your business situation
• Collect all relevant documents, such as your company’s charter, statutes, and recent board or shareholders’ resolutions
• Choose a reputable lawyer or law firm experienced in Ukrainian corporate governance
• Request an initial consultation to discuss your needs, compliance requirements, or any disputes you may be facing
• Follow your lawyer’s recommendations on how to proceed, whether for regulatory compliance, dispute resolution, or restructuring

Seeking qualified legal advice at an early stage will help you protect your business interests and ensure sound corporate governance in accordance with Ukrainian law.