The corporate practice team of DEGA Partners Attorneys’ Association has successfully implemented a project on corporate structuring – withdrawal of a legal entity member (hereinafter referred to as the “Customer”), whose share in the authorised capital was more than 50 percent, from a limited liability company.

Pursuant to Article 24 of the “Limited Liability Companies and Additional Liability Companies” Act of Ukraine, the following measures were taken in a short period of time:

  • the Customer’s application for withdrawal from the Company was prepared and the consent of the other members of the Company was obtained, as well as the relevant registration and notarisation procedures were completed;
  • the calculation of the Customer’s share was supported, and the relevant information on the value of the share, its reasonable calculation, and copies of the documents required for the calculation were duly executed;
  • the procedure and terms of payment of the value of the Customer’s share by the Company to the Customer was developed and agreed upon.

In addition, the specialists of DEGA Partners, taking into account the advice of an audit company, developed and implemented a legal model for the payment of the value of the Customer’s share by the Company in order to avoid unnecessary tax burdens for both the Customer and the Company.                

In particular, in accordance with the plan, actions to support such transactions were effectively taken:

1. Entering into a sale and purchase agreement between the Customer and the Company for the Company’s real estate.

 The legal support of this transaction included: analysis of title documents for a real estate item; preparation of resolutions of authorised bodies of legal entities on granting consent to a major transaction; drafting a purchase and sale agreement taking into account the interests of the Parties, certification of the draft agreement by a notary; preparation of a package of documents required for notarisation of the real estate purchase and sale agreement to which legal entities are Parties, etc.

2. Entering into an agreement between the Client and the Company for offsetting counterclaims of the same nature.

This agreement was entered into to offset the counterclaims of the same nature under the obligations incurred by the Customer (obligations under the sale and purchase agreement for the Company’s real estate) and the Company (obligations to pay the value of the share of the Customer-member who withdrew from the Company).

Thus, the corporate practice team of DEGA PARTNERS ATTORNEYS’ ASSOCIATION not only made the withdrawal of the Customer with a share of more than 50 percent of the authorised capital from the Company effective, but also helped to ensure the Customer’s interests in obtaining the value of the share in the form of the Company’s real estate by implementing a legal model for the acquisition of the Company’s real estate by the Customer with the subsequent entering into the agreement for offsetting counterclaims.