Corporate practice
Practice
Corporate practice
With extensive experience in advising Ukrainian and international companies on corporate law, we provide comprehensive legal support at every stage of a company's life - from incorporation and corporate structuring to reorganisation and strategic transactions. We help clients build effective corporate governance systems, draft and update corporate documents, formalise corporate decisions and regulate relations between participants, shareholders and governing bodies.
Our services cover corporate restructuring, changes of ownership, disposals of corporate rights, changes to share capital, shareholders' agreements and the resolution of corporate disputes. We also advise on mergers and acquisitions (M&A), conduct legal due diligence and provide legal support for the acquisition, sale and restructuring of businesses.
We advise on identifying and disclosing ultimate beneficial owners (UBOs), analysing and documenting ownership structures, and the state registration and updating of the relevant information in line with Ukrainian law. We support changes of beneficial owners, helping to keep ownership structures transparent and compliant with regulatory requirements.
Our approach combines in-depth legal expertise with an understanding of our clients' commercial goals, which allows us to develop practical solutions, minimise legal and corporate risks, protect the interests of business owners and support the sustainable development of their companies.
Services
What can DEGA Partners offer you?
Legal due diligence of corporate matters
Support in the transfer and disposal of businesses
Business structuring and design of the corporate structure
Ownership structuring and disclosure of ultimate beneficial owners (UBOs)
Preparation and updating of ownership structure charts
Legal support in UBO registration, confirmation of UBO information and reporting compliance
Support of annual general meetings of participants
Support of management buy-outs and management buy-ins
Advice on directors' duties and liability
Reorganisation and restructuring of companies
Resolution of corporate disputes
Key experience
Our cases and projects
Corporate structuring and the exit of a participant holding more than 50% of the share capital
The corporate practice team provided legal support for the exit of a participant - a legal entity holding more than 50% of the share capital of a limited liability company. The team designed and implemented a legal model under which the value of the stake was received in the form of the company's real estate, through a real estate sale and purchase agreement followed by a set-off of mutual claims. The solution protected the client's interests and minimised the potential tax burden for both parties.
Legal support in the transfer of intellectual property rights and risk mitigation
We provide legal support for the transfer of software and intellectual property rights between related companies, helping to choose the optimal model - from licensing to a full assignment of rights. We prepare and review contractual documentation, verify title to the rights and define the terms of their transfer and further use. We pay particular attention to minimising corporate, tax and IP risks, in particular through proper documentation of transactions, substantiation of the remuneration for the use of software, and aligning the legal terms with tax and accounting considerations. Our approach brings legal certainty to intra-group transactions and properly protects the companies' interests.
Intellectual property audit
We provide legal support for intellectual property audits when preparing a business for sale, raising investment and carrying out corporate transactions. We conduct a comprehensive review of intellectual property assets, including software, trademarks, copyright and know-how, analyse the documents confirming title to the rights, licence and other agreements, and assess any encumbrances and third-party rights. Based on the review, we help identify potential legal, corporate and tax risks, assess whether the intellectual assets can be properly protected and define measures to remedy any shortcomings. This allows business owners to prepare in advance for negotiations with potential buyers or investors, make the structure of intangible assets more transparent and ensure proper legal protection of the company's intellectual property.
Advice on the permanent establishment of a non-resident in Ukraine
We advise foreign companies on the tax status of their activities in Ukraine, assess the risks of creating a permanent establishment and help choose the optimal model for entering the Ukrainian market. We analyse the nature of the non-resident's activities, the functions of its representative office, its contractual relations and the compliance of its activities with Ukrainian law, including tax law. We also provide legal support in registering representative offices of non-residents, tax registration and the fulfilment of the related reporting obligations. We pay particular attention to minimising the risks of the activities being requalified as a permanent establishment and of additional taxes, fines and penalties, helping clients build a proper legal and tax structure for their activities in Ukraine.
Consultation
Discuss your legal matter with the DEGA Partners team.
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