MODEL ARTICLES OF ASSOCIATION FOR AN LLC 2025. ONLINE LLC REGISTRATION IN UKRAINE | UBC PJSC

Model Articles of Association for an LLC and online company registration in Ukraine in 2026

The Model Articles of Association allow an LLC to be registered without preparing a separate bespoke charter, by selecting the corporate provisions offered by the state. For a straightforward business with a clear ownership structure, this shortens the process from the founders' decision to entry in the Unified State Register.

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The decision involves the founders, the future director, the accountant and, where an investment model is used, a lawyer or corporate adviser. Before filing, the parties agree the ownership interests, contributions, activities, management method and authority of the signatories.

When the service is needed

The owner should assess not only the speed of registration, but also whether the model provisions are sufficient for voting arrangements, appointment of the director, dividend payments, withdrawal of a participant and investor protection. Convenient registration should fit the company's future governance.

For the owner, it is important to link LLC registration under the Model Articles of Association with the financial model, contractual framework and launch schedule. A formal action should deliver a clear commercial result: the right to operate, raise finance, enter into contracts, pass bank checks or start a project without a gap between the documents and the actual business activity.

The work starts by defining the scope of the task. UBC analyses the initial information, separates mandatory actions, internal decisions and counterparties' documents, and then sets out a process appropriate to the scale of the project and the model for creating and launching the limited liability company.

What has changed in the procedure

In previous years, founders usually prepared their own charter, minutes and registration forms and filed the documents with the state registrar. Even a standard structure required a separate file and notarisation of certain actions.

In 2026, an LLC can be registered through Diia on the basis of the Model Articles of Association, with the available provisions selected and tax-system information submitted at the same time. Registration may be completed automatically or with the involvement of a state registrar.

Digitalisation has reduced some technical operations but increased the importance of high-quality source data. Registers and electronic accounts compare information more quickly, so the company name, powers, addresses, activity codes, financial indicators and project documents should be aligned before filing.

Comparing the previous and current procedures helps preserve terms familiar to the market while showing which document, registration number, decision, notice or register entry confirms lawful activity in 2026.

Comparison of approaches: previously and in 2026

How matters were documented and controlled previously	Practice in 2026
A separate charter text was prepared for each company.	The Model Articles of Association and the state-provided alternatives for individual provisions can be selected.
Documents were filed with the registrar in paper form.	The application and decision are generated online and signed electronically.
Tax status was arranged through separate actions.	The service allows the general or simplified tax system and VAT parameters to be specified.
The registrar manually checked each document package.	Automatic registration is available where the conditions are met.
Changes required a new version of the bespoke charter text.	Selected provisions are changed through the prescribed registration procedure.
The charter was often treated as a formality after registration.	Corporate settings are linked to governance, banking and investment.

Sequence and main stages of the service

The work is best organised in stages. This allows the commercial objective, document package and responsibilities of the participants to be agreed in advance and the result to be controlled at each stage.

identify the participants, the size of their ownership interests and the procedure for making contributions;
check whether the available Model Articles provisions are suitable for the future governance system;
select the director, activity codes, address and tax model;
prepare electronic signatures and identification details of the participants;
complete the application in Diia and check the decisions generated by the system;
after registration, open a bank account, formalise employment arrangements and start accounting;

Each stage ends with a result that can be verified: an agreed decision, a filed package, a registration number, an extract, a permit, a registered issue or other confirmation appropriate to the service. This control allows the next stage of creating and launching the limited liability company to begin without losing the commercial logic of the project.

What is needed to start work

For an initial assessment, there is no need to collect every possible document. It is enough to prepare the information needed to identify the applicable procedure and draw up an accurate list of the next actions:

passport and tax details of the founders and director;
information on ultimate beneficial owners and the ownership structure;
company name, registered location and planned activities;
amount of share capital, ownership interests and deadlines for contributions;
selected provisions of the Model Articles of Association and the decision-making method;
decision on the tax system and VAT registration, where required;

Where some documents are held by a bank, depositary, premises owner, designer, auditor, foreign participant or public authority, this is recorded separately in the working list. Requests can be sent in parallel so that the entire timetable does not depend on a single source.

Service specifics and organisational matters

Even where filing is online, the main work remains managerial. The company needs to appoint responsible persons, agree the source data and ensure consistency among the documents submitted to the registrar, bank, regulator or counterparty.

LLC registration under the Model Articles of Association usually involves management, accounting, legal, technical or finance teams. Their decisions should be based on one set of source data and an agreed version of the documents.

A risk arises when the Model Articles are chosen solely for speed but the business actually needs special rules: an investor veto, a supervisory board, complex transfers of ownership interests, options or a special withdrawal procedure. It is less expensive to define such parameters before registration.

It is useful to maintain a register of control points: what has been approved, who signed it, when it was filed, which number was assigned, where the electronic original is stored and who is responsible for the next deadline. For longer processes, a calendar of reporting, updates and change notifications should be maintained.

verification of the result in the Unified State Register;
consistency of the director's authority in the register, at the bank and in contracts;
control of deadlines for participants' contributions;
maintenance of minutes and decisions in accordance with the selected provisions;
assessment of whether the company should move to bespoke Articles of Association as it grows;

What you receive as a result

A proper result for the owner is not a separate certificate or a system entry, but the ability to carry on the chosen activity lawfully and predictably, enter into contracts, receive payments and confirm the company's status to partners.

The working result is a registered LLC with a clear governance system, ready to open a bank account, enter into contracts and carry on its chosen activities.

Once the formalities are completed, the company has a working foundation for creating and launching the limited liability company: staff understand the sequence of actions, documents are available for review, and the owner can see how the legal and administrative arrangements support sales, settlements, finance and project development.

Materials and provisions published previously

In previous years, founders prepared a separate charter for the company, agreed its wording and filed it with the registration package. Legislation later introduced a multi-option Model Articles framework: founders can select state-provided provisions on contributions, voting, the executive body, dividends, withdrawal of a participant, significant transactions and other corporate matters. Information on the selected version is generated during state registration, and the company operates under the Model Articles without approving its own separate text.

In 2026, an LLC operating under the Model Articles can be registered online through Diia. The founders complete the form, select provisions or the default version and sign the application with qualified electronic signatures. The system generates the application, the founder's decision or meeting minutes, the Model Articles and the ownership-structure document. Where the information required for automatic verification of beneficial owners is available, the entry may be made automatically; otherwise, the electronic package is processed by a state registrar.

Before completing the application, it is advisable to agree the name, address, activities, tax system, participants, ownership interests, contributions, manager, ownership structure and information on ultimate beneficial owners. It should also be checked separately whether the Model Articles options fit the future governance system and the partners' arrangements. A bespoke charter may be preferable for an investment company, an option-based model, special veto rights or a complex procedure for transferring an ownership interest. A UBC specialist aligns the corporate model with the registration process, tax registration, banking launch and future contracts.

The Model Articles of Association of a limited liability company were approved by Resolution No. 367 of the Cabinet of Ministers of Ukraine dated 27 March 2019. Their alternative provisions are set out below for comparison. General provisions. 1. The limited liability company (hereinafter, the Company) is established in accordance with the legislation of Ukraine and operates on the basis of these Model Articles of Association (hereinafter, the Articles). 2. The name of the Company is determined through the procedure for making an entry in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Associations (hereinafter, the Unified State Register). 3. The abbreviated name of the Company, if any, is determined in accordance with the prescribed procedure and entered in the Unified State Register. 4. The purpose of the Company's activities is to earn profit for subsequent distribution among the participants of the Company. 5.

The scope of the Company's activities, the composition of the founders (participants), the amount of share capital, the size of each participant's interest in the share capital and the method by which contributions are made (in cash and/or in kind) are determined by the relevant decision of the founders (participants) of the Company. 6. The Company is a legal entity from the date of its state registration. The Company has an independent balance sheet and bank accounts and may have forms, a trade mark, a commercial designation and other identifying particulars. Share capital and contributions of the Company's participants. 7. Each participant of the Company must make its contribution in full within: 7.1) one month from the date of state registration of the Company; 7.2) three months from the date of state registration of the Company; 7.3) six months from the date of state registration of the Company *; 7.4) one year from the date of state registration of the Company. 8.

If a participant of the Company is late in making a contribution or part of it, the executive body of the Company must send that participant a written notice of delay. The notice must state the contribution or part of the contribution not made on time and the additional period granted to settle the arrears. The additional period for settling the arrears is: 8.1) 10 days; 8.2) 20 days; 8.3) 30 days; 8.4) a period of up to 30 days determined by the executive body of the Company *. 9. The participants of the Company may increase the Company's share capital through additional contributions by participants and/or third parties pursuant to a decision of the general meeting of participants. 10.

Each participant of the Company has a pre-emptive right to make an additional contribution within the amount of the increase in share capital: 10.1) in proportion to that participant's interest in the share capital of the Company *; 10.2) in proportion to that participant's interest in the share capital of the Company, unless otherwise provided by the decision of the general meeting of participants on raising additional contributions. 11. Third parties and participants of the Company may make additional contributions within the difference between the amount of the increase in share capital and the amount of additional contributions made by the participants: 11.1) after each participant has exercised or waived its pre-emptive right; 11.2) after each participant has exercised or waived its pre-emptive right only where this is provided by the decision of the general meeting of participants on raising additional contributions *. 12.

To exercise their pre-emptive right, participants of the Company may make additional contributions within: 12.1) three months from the date on which the general meeting of participants adopts the decision to raise additional contributions; 12.2) six months from the date on which the general meeting of participants adopts the decision to raise additional contributions; 12.3) the period established by the decision of the general meeting of participants, but not more than one year from the date of the decision to raise additional contributions *. 13. Third parties and participants of the Company may make additional contributions within six months after expiry of the period specified in clause 12 of the Articles, unless a shorter period is established by the decision of the general meeting of participants on raising additional contributions. 14.

If all participants of the Company, before the general meeting adopts a decision on raising additional contributions, have waived their pre-emptive right to make an additional contribution to the Company's share capital, third parties may make additional contributions within six months from the date of that decision, unless the decision establishes another period. 15. A participant of the Company: 15.1) has no pre-emptive right to purchase an interest (part of an interest) of another participant of the Company being sold to a third party; 15.2) has a pre-emptive right to purchase an interest (part of an interest) of another participant of the Company being sold to a third party *. 15.2.1.

If several participants of the Company intend to exercise the pre-emptive right, they acquire the interest (part of the interest): 15.2.1.1) in proportion to the size of their interests in the share capital of the Company *; 15.2.1.2) in proportion to the size of their interests in the share capital of the Company, unless otherwise agreed by all participants of the Company. 15.2.2. A participant of the Company intending to sell its interest (part of an interest) to a third party must notify the other participants of the Company in writing and state the price, the size of the interest being disposed of and the other terms of the sale. 15.2.3.

A participant of the Company that has received notice from another participant of an intention to sell an interest (part of an interest) has the right to notify its intention to exercise the pre-emptive right or to waive it within: 15.2.3.1) 10 days from receipt of the notice; 15.2.3.2) 20 days from receipt of the notice; 15.2.3.3) 30 days from receipt of the notice *. 15.2.4. If none of the participants of the Company, within the period specified by the Articles, has notified in writing an intention to exercise the pre-emptive right in respect of the relevant interest (part of an interest), that interest (part of an interest) may be disposed of to a third party on the terms notified to the participants of the Company. 16.

Pledging an interest (part of an interest) is permitted: 16.1) only with the consent of the other participants of the Company *; 16.2) without the consent of the other participants of the Company. Procedure for joining and leaving the Company. 17. A person joins the Company by acquiring (receiving) from a third party an interest (part of an interest) in the share capital of the Company or by inheritance (legal succession). 18. To leave the Company, a participant (or its heir or successor) submits to the state registrar of legal entities, individual entrepreneurs and public associations an application to withdraw from the Company and the other documents prescribed by law, in accordance with the statutory procedure.

Within 10 working days from the date of state registration of changes to the Unified State Register concerning the withdrawal of a participant (or its heir or successor), the former participant of the Company (or its heir or successor) must submit to the Company a written application for payment of the value of the interest, stating the method of payment (cash or non-cash) and the details required to make the payment. 19. A participant of the Company whose interest in the Company's share capital is less than 50 per cent may leave the Company at any time without the consent of the other participants. A participant whose interest in the Company's share capital is 50 per cent or more may leave the Company with the consent of the other participants.

A decision to consent to the withdrawal from the Company of a participant whose interest in the share capital is 50 per cent or more, or to refuse such consent, is made by the other participants within: 19.1) one month from the date on which the participant submits the application stating the intention to leave the Company *; 19.2) 15 days from the date on which the participant submits the application stating the intention to leave the Company. 20.

The Company must pay the former participant the value of that participant's interest within: 20.1) three months from the date on which the Company learned or should have learned of the participant's withdrawal; 20.2) one year from the date on which the Company learned or should have learned of the participant's withdrawal *; 20.3) one month from the date on which the Company receives from the former participant an application for payment of the value of the interest stating the method of payment (cash or non-cash) and the details required for payment; 20.4) two months from the date on which the Company receives from the former participant an application for payment of the value of the interest stating the method of payment (cash or non-cash) and the details required for payment. Dividends. 21.

Dividends are paid for: 21.1) any period that is a multiple of a quarter *; 21.2) a calendar year; 21.3) any period specified by a decision of the general meeting of participants of the Company. 22. Dividends are paid within: 22.1) six months from the date of the decision to pay them *; 22.2) two months from the date of the decision to pay them; 22.3) one month from the date of the decision to pay them. 23. The Company may not decide to pay dividends or pay dividends in the cases: 23.1) specified by law; 23.2) specified by law and also where the Company is a debtor under obligations overdue by more than one month and the amount of the Company's overdue debt exceeds 10 monthly minimum wages **. Governing bodies of the Company, their competence and decision-making procedure. 24.

The supreme governing body of the Company is the general meeting of participants. At the general meeting, each participant of the Company has a number of votes proportional to the size of its interest in the Company's share capital. 25. Participants who, in the case specified by law, have sent the Company a request to convene a general meeting of participants may convene the general meeting themselves if they have not received notice that the meeting has been convened within: 25.1) 10 days from the date on which the Company received or should have received the request to convene the general meeting; 25.2) 20 days from the date on which the Company received or should have received the request to convene the general meeting; 25.3) 30 days from the date on which the Company received or should have received the request to convene the general meeting. 26.

The executive body of the Company must notify the participants of the Company of the general meeting at least: 26.1) 15 days before the date of the meeting; 26.2) 30 days before the date of the meeting *; 26.3) 45 days before the date of the meeting. 27. Notice of the general meeting of participants is sent: 27.1) by post with an inventory of the enclosure *; 27.2) by post with an inventory of the enclosure and acknowledgement of receipt; 27.3) by registered letter with acknowledgement of receipt; 27.4) by email, with a qualified electronic signature applied to the notice using qualified electronic-signature means incorporating hardware and software that protect recorded data from unauthorised access, direct access to the values of private-key parameters and copying of those keys. 28.

The executive body of the Company must notify the participants of the Company of amendments to the agenda at least: 28.1) five days before the date of the general meeting of participants; 28.2) 10 days before the date of the general meeting of participants; 28.3) 15 days before the date of the general meeting of participants. 29.

The executive body of the Company gives a participant of the Company or its representative an opportunity to inspect the documents and information required to consider the agenda items at the general meeting of participants: 29.1) at the Company's location during business hours *; 29.2) by sending electronic (scanned) copies of the documents and information by email to the address specified by the participant of the Company; 29.3) at the Company's location during business hours or, at the participant's choice, by sending electronic (scanned) copies of the documents and information by email to the address provided by the participant of the Company. 30. Decisions of the general meeting of participants by written poll: 30.1) may not be adopted; 30.2) may be adopted *. 30.2.1.

Decisions may not be adopted by written poll on: 30.2.1.1) matters specified by law; 30.2.1.2) matters specified by law, and also on: 30.2.1.2.1) the Company's transition from the Model Articles of Association to operation under its own charter; 30.2.1.2.2) amendment of the version of the Articles under which the Company operates; 30.2.1.2.3) granting consent for the Company to enter into a significant transaction or an interested-party transaction (where the Articles establish a procedure for approving such a transaction). 30.2.2. A written poll may be initiated by: 30.2.2.1) any participant of the Company; 30.2.2.2) any participant or the executive body of the Company *. 30.2.3. The initiator of the poll sends all participants of the Company a request containing a draft decision on the proposed matter or matters.

Sending the request by email to the address specified by the participant of the Company: 30.2.3.1) is not permitted; 30.2.3.2) is permitted provided that a qualified electronic signature is applied to the request using qualified electronic-signature means incorporating hardware and software that protect recorded data from unauthorised access, direct access to the values of private-key parameters and copying of those keys *. 30.2.4. If a participant of the Company agrees with the proposed decision, the participant signs the draft decision and sends it to the initiator within: 30.2.4.1) 10 days from receipt of the request; 30.2.4.2) 15 days from receipt of the request *; 30.2.4.3) 20 days from receipt of the request. 30.2.5.

If a participant of the Company has not provided a response before expiry of the specified period, the participant is deemed not to agree with the proposed decision. 30.2.6. Use of email to send a participant's notice of consent to the proposed decision: 30.2.6.1) is permitted provided that a qualified electronic signature is applied to the notice using qualified electronic-signature means incorporating hardware and software that protect recorded data from unauthorised access, direct access to the values of private-key parameters and copying of those keys *; 30.2.6.2) is not permitted. 30.2.7. The authenticity of a participant's signature on a decision adopted by written poll: 30.2.7.1) is subject to notarisation; 30.2.7.2) is not subject to notarisation *. 30.2.8.

The date of adoption of a decision adopted by written poll is deemed to be: 30.2.8.1) the last day of the period during which the participants were required to send their responses to the initiator of the poll *; 30.2.8.2) the day on which the initiator of the poll receives responses from all participants of the Company. 31.

The competence of the general meeting of participants includes matters: 31.1) specified by law; 31.2) specified by law, and also the following matters *: 31.2.1) change of the Company's name *; 31.2.2) change of the Company's location *; 31.2.3) establishment, reorganisation and liquidation of branches, representative offices and other separate subdivisions of the Company and approval of regulations governing them *; 31.2.4) appointment and dismissal of heads of branches, representative offices and other separate subdivisions of the Company and determination of their remuneration; 31.2.5) establishment (incorporation) by the Company of other legal entities, acquisition or disposal by the Company of an interest in the share capital of other legal entities, and decisions on termination of legal entities in which the Company participates *; 31.2.6) voting by the Company (for or against) when decisions are made by the supreme governing body of a legal entity in which the Company participates; 31.2.7) approval of the terms of the Company's collective agreement.

32. The general meeting of participants may decide any matter concerning the Company's activities, including matters assigned to the competence of other bodies of the Company. 33.

Decisions of the general meeting of participants are adopted as follows: 33.1) determination of the principal areas of the Company's activities: 33.1.1) by a majority of the votes of all participants of the Company entitled to vote on the matter *; 33.1.2) by two thirds of the votes of all participants entitled to vote on the matter; 33.1.3) by three quarters of the votes of all participants entitled to vote on the matter; 33.1.4) unanimously by all participants entitled to vote on the matter; 33.2) transition of the Company from the Model Articles of Association to operation under its own charter; where the version of the Articles under which the Company operates or the draft bespoke charter contains provisions which, under the law, may be included in, amended in or excluded from a charter only by a unanimous decision of the general meeting attended by all participants of the Company, the decision is adopted unanimously; in other cases: 33.2.1)

by a majority of the votes of all participants of the Company entitled to vote on the matter; 33.2.2) by two thirds of the votes of all participants entitled to vote on the matter; 33.2.3) by three quarters of the votes of all participants entitled to vote on the matter; 33.2.4) unanimously by all participants entitled to vote on the matter; 33.3) amendment of the version of the Articles under which the Company operates, where the amendment concerns provisions which, under the law, may be included in, amended in or excluded from a charter only by a unanimous decision of the general meeting attended by all participants of the Company - unanimously by all participants of the Company; in other cases: 33.3.1) by a majority of the votes of all participants entitled to vote on the matter; 33.3.2) by two thirds of the votes of all participants entitled to

vote on the matter; 33.3.3) by three quarters of the votes of all participants of the Company entitled to vote on the matter *; 33.3.4) unanimously by all participants entitled to vote on the matter; 33.4) change in the amount of the Company's share capital: 33.4.1) by a majority of the votes of all participants entitled to vote on the matter; 33.4.2) by two thirds of the votes of all participants entitled to vote on the matter; 33.4.3) by three quarters of the votes of all participants entitled to vote on the matter *; 33.4.4) unanimously by all participants entitled to vote on the matter; 33.5) election and termination of the powers (dismissal) of the sole executive body of the Company or members of the collegial executive body (all of them or separately one or more of them), determination of remuneration for members of the executive body of the Company, and holding officers

of the Company liable: 33.5.1) by a majority of the votes of all participants entitled to vote on the matter; 33.5.2) by two thirds of the votes of all participants entitled to vote on the matter; 33.5.3) by three quarters of the votes of all participants entitled to vote on the matter; 33.5.4) unanimously by all participants entitled to vote on the matter; 33.6) determination of forms of control and supervision over the activities of the executive body of the Company: 33.6.1) by a majority of the votes of all participants entitled to vote on the matter; 33.6.2) by two thirds of the votes of all participants entitled to vote on the matter; 33.6.3) by three quarters of the votes of all participants entitled to vote on the matter; 33.6.4) unanimously by all participants entitled to vote on the matter; 33.7)

** approval of the results of the Company's activities for a year or another period: 33.7.1) by a majority of the votes of all participants entitled to vote on the matter; 33.7.2) by two thirds of the votes of all participants entitled to vote on the matter; 33.7.3) by three quarters of the votes of all participants entitled to vote on the matter; 33.7.4) unanimously by all participants entitled to vote on the matter; 33.8) * distribution of the Company's net profit and adoption of a decision on payment of dividends: 33.8.1) by a majority of the votes of all participants entitled to vote on the matter; 33.8.2) by two thirds of the votes of all participants entitled to vote on the matter; 33.8.3) by three quarters of the votes of all participants entitled to vote on the matter; 33.8.4) unanimously by all participants entitled to

vote on the matter; 33.9) * spin-off, merger, division, accession, liquidation and transformation of the Company, election of a termination commission (liquidation commission), approval of the procedure for termination of the Company, the procedure for distributing among the participants of the Company, upon its liquidation, the property remaining after satisfaction of creditors' claims, and approval of the Company's liquidation balance sheet: 33.9.1) by a majority of the votes of all participants entitled to vote on the matter; 33.9.2) by two thirds of the votes of all participants entitled to vote on the matter; 33.9.3) by three quarters of the votes of all participants entitled to vote on the matter *; 33.9.4) unanimously by all participants entitled to vote on the matter; 33.10) granting consent for the Company to enter into a significant transaction or an interested-party transaction (where the Articles establish a procedure for approving such a transaction): 33.10.1) by a majority of the votes

of all participants of the Company entitled to vote on the matter *; 33.10.2) by two thirds of the votes of all participants entitled to vote on the matter; 33.10.3) by three quarters of the votes of all participants entitled to vote on the matter; 33.10.4) unanimously by all participants entitled to vote on the matter; 33.11) other matters assigned by law or the Articles to the competence of the general meeting of participants, except matters for which the number of participant votes required for a decision is expressly prescribed by law: 33.11.1) by a majority of the votes of all participants entitled to vote on the matter; 33.11.2) by two thirds of the votes of all participants entitled to vote on the matter; 33.11.3) by three quarters of the votes of all participants entitled to vote on the matter.

34. Decisions of the general meeting of participants are adopted by open vote. 35. The competence of the executive body of the Company includes deciding all matters concerning the Company's activities except those which, under legislation or the Articles, fall within the competence of the general meeting of participants. 36. The executive body of the Company is: 36.1) sole *; 36.1.1. The sole executive body is named: 36.1.1.1) Director *; 36.1.1.2) General Director; 36.1.1.3) Head. 36.1.2. The sole executive body of the Company may act on behalf of the Company without a power of attorney; 36.2) collegial. 36.2.1. The collegial executive body is named: 36.2.1.1) Directorate, and its head is the General Director *; 36.2.1.2) Management Board, and its head is the Chair of the Management Board. 36.2.2.

The number of members of the executive body, excluding its head, is: 36.2.2.1) two persons; 36.2.2.2) three persons *; 36.2.2.3) four persons. 36.2.3. Members of the collegial executive body and its head are elected by voting: 36.2.3.1) separately for each candidate *; 36.2.3.2) separately for the candidate for head and for the list of candidates for members of the collegial executive body; 36.2.3.3) for a list of candidates for the positions of head and members of the collegial executive body. 36.2.4. The head of the collegial executive body of the Company may act on behalf of the Company without a power of attorney. 36.2.5.

To decide matters within the competence of the executive body of the Company that go beyond the ordinary day-to-day activities of the Company, the head of the collegial executive body must convene a meeting of the executive body. 36.2.6. Decisions of the collegial executive body are adopted by a majority of the votes of all its members. If the votes of the members of the collegial executive body are equally divided, the head has the casting vote. 37.

If the person acting as the sole executive body (or head of the collegial executive body) of the Company dies, the functions of that person, until another person is elected, pass to the deputy of the sole executive body (or to the oldest member of the collegial executive body). If such a position does not exist or is vacant, the functions pass to the Company's chief accountant; if the position of chief accountant does not exist or is vacant, they pass to the employee of the Company with the highest salary accrued for the last full calendar month preceding the month in which the person died. If two or more employees of the Company received the same salary for the relevant month, the oldest of them assumes the functions. 38.

A person acting as the sole executive body or serving on the collegial executive body of the Company must act in good faith, reasonably and in the interests of the Company and properly perform the duties prescribed by legislation, the Articles and the relevant agreement. Significant transactions and interested-party transactions. 39.

Significant transactions of the Company are transactions defined by law and, under the selected option, also: 39.2.1) donation by the Company of property, works or services; 39.2.2) pledging the Company's property; 39.2.3) the Company securing a third party's obligation by surety; 39.2.4) purchase or sale of real property; 39.2.5) purchase or sale of a vehicle; 39.2.6) issue by the Company, or purchase or sale, of securities; 39.2.7) sale by the Company of a trade mark; 39.2.8) transfer of real property or a vehicle for use for a period exceeding three years; 39.2.9) receipt by the Company of a credit facility or loan above the selected threshold.

39.2.10) The list may include the Company granting a loan, other than a loan to an employee within the established threshold; 39.2.11) transfer of exclusive rights to enter into transactions on behalf of the Company or other exclusive property rights; 39.2.12) assumption of an obligation whose amount, on the date of the transaction, exceeds the selected threshold of 10, 20, 30, 50 or 100 monthly minimum wages. The specific option is determined by the generated version of the Articles.

40. A transaction whose subject matter exceeds 50 per cent of the value of the Company's net assets as at the end of the previous quarter is, under one option, deemed approved simultaneously with the transition to the Model Articles of Association, provided that it does not meet another criterion for a significant transaction; under another option, a separate decision of the general meeting is required for the transaction. 41.

Interested-party transactions are defined by law and, under the selected provision, also include transactions between the Company and a participant or an affiliate of a participant, as well as with a participant that alone or together with affiliates holds at least 5 or 10 per cent of the share capital. The Articles may establish a separate procedure for consenting to such transactions or leave the matter to the rules of law. 42.

A person intending to enter into an interested-party transaction with the Company notifies the Company of that interest. If the proposed terms are not manifestly disadvantageous to the Company, the executive body arranges for the matter to be considered by the general meeting in the manner prescribed by law and the Articles. The transaction is entered into after a decision granting consent has been adopted. Final provisions. 43. The Company keeps accounting records and prepares financial statements in accordance with legislation.

32. The general meeting of participants may decide any matter concerning the Company's activities, including matters assigned to the competence of other bodies of the Company. 33.

The Company ensures timely filing of tax, financial, statistical and other reporting in accordance with the procedure prescribed by legislation. The cost of an audit of the financial statements requested by a participant is borne by the participant that initiated the audit or by the Company itself, depending on the selected provision. The Company retains the documents prescribed by law, and matters not regulated by the Model Articles are resolved under the legislation of Ukraine.

When the version is generated, the founders select one of the mutually exclusive alternatives at each level, while provisions marked with an asterisk form the recommended default version. The final selection should be checked against the founders' decision, the application data and the intended corporate-governance model.

Of the first-level subclauses (for example, 7.1, 7.2, 7.3 and 7.4), only one may be selected, except subclauses 33.1-33.11, which are specified as mandatory. 2. Second-level subclauses (for example, 15.2.1) must be selected where the corresponding first-level subclause (for example, 15.2) is selected, except subclauses 33.1.1-33.11.3, to which the rule of selecting only one subclause within each second-level provision applies, and subclauses 30.2.1-30.2.7 and 39.2.1-39.2.12, from which one, several or all subclauses may be selected. 3. Of third-level subclauses (for example, 15.2.1.1 and 15.2.1.2), only one may be selected. 4.

Of subclauses 30.2.1.2.1-30.2.1.2.3, one, several or all may be selected. 5. Provisions of the Articles marked with '*' are recommended and are to be selected (applied) when generating the version of the Articles under the 'default' option. At the same time, subclauses marked with '*' that form part of another subclause without such a mark are used, on a cascading basis, to generate the relevant part of the Articles under the 'default' option. 6. A subclause marked '**' may not be selected (applied) by a LIMITED LIABILITY COMPANY in whose share capital the state holds corporate rights. Approved by Resolution No. 367 of the Cabinet of Ministers of Ukraine dated 27 March 2019. MODEL ARTICLES OF ASSOCIATION OF A LIMITED LIABILITY COMPANY. General provisions. 1. The limited liability company (hereinafter, the Company) is established in accordance with the legislation of Ukraine and operates on the basis of these Model Articles of Association (hereinafter, the Articles). 2.

32. The general meeting of participants may decide any matter concerning the Company's activities, including matters assigned to the competence of other bodies of the Company. 33.

UBC provides support for registering an LLC under the Model Articles of Association. A specialist will explain the current and new requirements in detail, help align the corporate model, registration data, tax process and banking launch, and will be pleased to answer any additional questions. We wish you every success in establishing and developing your corporate business in Ukraine.

Why is it better with us?

The main areas of activity of the UBC group of companies are the provision of financial and investment services, assistance in obtaining loans and attracting investors, the purchase and sale of ready-made businesses, IT services, the development of commercial real estate in Ukraine, Europe and other countries, registration of enterprises in Ukraine, expansion of business into EU countries, corporate law, offshore jurisdictions and offshore companies, business consulting, audit, certification, LLC registration, registration of financial companies, asset management companies, mutual investment funds, registration of joint-stock companies, issuance of securities and bonds, support for foreign investments, construction licences, obtaining design and construction permits, and other services for successful business in Ukraine — we guarantee our clients a full range of turnkey business services in the shortest possible time!

Our constantly expanding network of regional and foreign partners effectively helps to resolve our clients' issues when doing business both in Ukraine and abroad.

We consistently work toward the result you need and will do everything to achieve it within the required timeframe, taking into account your wishes and objectives! Why is it better to start a business in Ukraine with UBC? The answer is simple — we have much more practice, resources and opportunities. We have been and remain leaders in Ukraine in the field of corporate services; the UBC corporate structure is represented by more than 10 companies in various business sectors.

Company Incorporation in Ukraine

Questions business owners ask

Who is the model charter suitable for?

It is useful where the corporate relationship fits the available options. An individual charter should be compared for complex investment or family structures.

Can the LLC be registered entirely online?

Yes. Diia supports online filing and automatic registration may apply where the conditions are met.

Is a notary required?

Standard online incorporation under the model charter is completed with electronic signatures. Certain corporate circumstances may still require notarisation.

Can an existing LLC move to the model charter?

Yes. A separate registration service and participant decision are provided.

What follows registration?

The register entry should be checked, the bank account opened, directors and employees formalised, and accounting, contracts and the tax calendar established.

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MODEL ARTICLES OF ASSOCIATION FOR AN LLC 2025. ONLINE LLC REGISTRATION IN UKRAINE | UBC PJSC

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MODEL ARTICLES OF ASSOCIATION FOR AN LLC 2025. ONLINE LLC REGISTRATION IN UKRAINE | UBC PJSC

Model Articles of Association for an LLC and online company registration in Ukraine in 2026

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