Law of 02.03.2011 made significant changes to the Law of Ukraine "On Joint Stock Companies (hereinafter - JSC) Law. The changes take effect from the date of publication, except for paragraphs two, five - thirteenth, fifteenth, sixteenth paragraph 3 of Section I, taking effect from 1 January 2012.
The law published in the newspaper "Voice of Ukraine" 02.03.2011.
The memorandum the project changes indicated that the project developed to simplify and improve corporate governance of joint stock companies, the maximum display of balance state interests, corporations, various groups of investors (both small and large) in respect of basic principles of interaction between them. The main task is to build an effective mechanism to prevent conflict situations in joint stock companies, a whole stable of corporate governance, reliable protection of rights and legitimate interests of shareholders, which resulted to the efficiency of production activities, creating the maximum possible legal obstacles from raider attacks.
Consider some of the most significant innovations of the JSC Law.
Some changes are purely editorial in nature, essentially editorial correction. Other significantly alter the specific provisions of the JSC.
Abbreviated list of official publications, which has placed some of the law, important information about the activities of JSC (p.13 Article 2).
It was - one of the official publications of the Verkhovna Rada of Ukraine, Cabinet of Ministers of Ukraine or the State Commission on Securities and Stock Market.
It was - left the official publication of the State Commission on Securities and Stock Market.
Changed the way the message of shareholders (the information provided by the law and charter) - p.14 Article 2.
It was - a letter describing the attachment and return receipt. It has become written form as specified company's charter.
The new version of Paragraph 2 of Article 7 is an attempt to solve some problems coupled with implementation of the preemptive rights of shareholders as a private joint stock companies, and most private joint-stock company to purchase the shares alienated by other shareholders.
The old wording of Paragraph 2 of article 7 of the preemptive rights, the very JSC concerned only such form of alienation, as a sale (if such preemptive right provided by statute of JSC). These were required by law under which shareholders of a private joint-stock company, which sold its shares, was first to offer to other shareholders.
The above preferential rights of shareholders of private JSC not spread in cases of transfer of ownership to shares this society as a result of inheritance or succession.
Such restrictions easily spared purchase agreement replaced, such as giving. Moreover, according to article 720 of Civil Code of Ukraine allowed the contract between the gift and legal persons.
The new version of Paragraph 2 of Article 7 is designed to resolve this problem.
Now the order of the preemptive rights to purchase shares of private JSC offered to their own alienation (except sales) to a third party, established charter.
Apparently it is the possibility of some way to limit the statute JSC shareholder's right to gift their shares. However, you can predict problems with a similar interpretation of this norm. Deed of gift, in essence, between the parties provides certain special relationship and the realization of such a pre-emptive rights of other shareholders seems a bit absurd. If all comes to a possible prohibition of the statute granting actions, as such, it could be construed as unreasonably restricting the rights holder.
Features of circulation shares.
The old wording of Article 24 provided for public JSC commitment be difficult listing procedure and to enter Exchange Register at least one stock exchange.
To make contracts of sale of public shares of JSC, which passed listing procedure at the stock exchange, little done only in this Stock Exchange.
Instead of a new version deleted the link to the listing. Now PJSC obliged to go through the inclusion of shares to exchange a list of at least one stock exchange.
Try the procedure of passing internal documents JSC.
The previous version article 33 belonged to the exclusive competence of the general meeting, including approval and other internal documents (ie not just those listed in the list st.33), unless otherwise provided by charter companies.
So went out that all internal documents should be approved only JSC the general meeting, unless was prescribed by statute.
Instead, now under the new version only a general meeting includes approval of other internal documents of the JSC, if provided by the charter of the JSC.
Sorted some issues of general meeting.
1. In Article 34 included a new requirement to make a list of shareholders with the right to participate in general meetings.
The list of shareholders entitled to participate in general meetings, is at 24 hours for three days before the date of such meeting in accordance with the legislation on depository system of Ukraine.
2. A preliminary edition Article 34 changes to the list of shareholders entitled to participate in general meetings JSC, after its termination may be made by a person or body of the company, provided the statute or regulation of general meeting.
According to the new edition is forbidden contribute changes to the list of shareholders entitled to participate in general meetings, after its termination.
Stockholder's right to examine documents from JSC
Slightly modified and supplemented by provisions Article 78 which any shareholder, subject to the executive board no later than two business days, has the right to review the documents provided in this Article, at the company for its location during working hours.
According to the new version - any shareholder, subject to the executive board no later than five working days, has the right to review the documents provided the first paragraph of this article, at the company for its location during working hours.
A novelty is the rule by which the executive body of the company has the right to limit the term review of company documents, but in any case the term review can not be less than 10 working days of receipt of the company notice of intent to read the documents.
CHANGES Final AND TRANSIENT TERMS
1. The previous version of Final provisions of Clause 1 provided that this Act shall take effect six months after its publication, except the second sentence of second paragraph of Article 20, which shall take effect two years after the promulgation of this Law.
It about the rule where the action JSC exist solely in dematerialized form.
The new wording of the term changed to two years thirty months.
2. Added new clause to this effect.
Bringing joint stock companies established before the entry into force of this Law, in accordance with this Law is to achieve the following:
1) Amendments to the Charter, including those that involve changing the corporate name of open and closed joint stock company to a public or open and closed joint stock company in private if the number of shareholders at the date of such change is not more than 100 people, and all the other requirements of this law in the charter;
2) bringing the company's internal regulations in line with the requirements of this law.
The date of adjustment of joint-stock companies created before the enactment of this Act, in conformity with the requirements of this law is the date of state registration of amendments to the statute, including that involve changing the corporate name of the public company to a public or private joint stock company or closed joint stock company for public or private corporation.
Partial fulfillment of the requirements of the first paragraph of this Act is the implementation of the Law.
Bringing business into compliance with the provisions of the Law of the statutes and internal regulations of joint stock companies established before the enactment of this Act, including the corporate name change from open or closed to public or private, is not a conversion and does not require application of the suspension.
3. The new law has determined that the alignment of joint stock companies with the requirements this Act on Access of shares in dematerialized form only is the implementation of the following: supervisory board company in the manner prescribed State Commission on Securities and Stock Market must decide to transfer of securities with the documentary form into non (hereinafter - the decision of dematerialization) and provide the following acts committed in that order. More painted procedure transition of securities into non-documentary form.
The new law contains other changes which may be the subject of separate publications.
Doctor of Philosophy in Law