On April 7, 2011 The Verkchovna Rada of Ukraine adopted the Law of Ukraine “On changes to some normative acts of Ukraine regarding cancellation of the certificate of state registration of legal entity and individual person-entrepreneur” (hereinafter referred to as “The Law”). By adoption of the Law the Parlament fixed the usage of the Extract from the Unified State register (hereinafter referred to as “Extract”) instead of the Certificate on state registration of legal entities and individual persons-entrepreneurs (hereinafter referred to as “Certificate”).
We would like to remind you that before adoption of the Law it was also possible to receive the Extract. So, according to the article 22 of the Law of Ukraine “On state registration of legal entities and individual persons-entrepreneurs”, the Extract means the document:
- of due form, issued under the request of the legal entity or physical person-entrepreneur;
- which contains the following information:
– denomination of a legal entity or the name of individual person-entrepreneur;
– ID code of legal entity or individual person-entrepreneur;
– location of a legal entity or place of residence of individual person-entrepreneur;
– surnames, names, second names of persons, who have the right to carry out legal actions on behalf of legal entity or individual person-entrepreneur without power-of-attorney, including to sign contracts (agreements), and their ID codes;
– presence of limitations regarding representation on behalf of legal entity or individual person-entrepreneur;
– date and number of record in the Unified State Register of Ukraine (hereinafter referred to as “USR”);
– date of issue;
- signed and certified by the stamp of the state registrar.
Adoption of the Law additionally fixes the order of the obligatory issuing of the Extract by the state registrar in case if a record to the USR regarding changing of information about legal entity or individual person-entrepreneur is made, which is specified in the Extract. Additionaly the Law establishes that in the abovesaid cases the Extract issue will not require payment. In other cases, the amount of the payment for obtaining of the Extract is one non-taxable minimum of citizen incomes – 17 UAH.
In our point of veiw, the abovesaid novels have a confusing meaning. Additionally, the Law provides changes into the group of normative acts, which contain direct referrence to the Certificate as the part of required complex of documents while performing such kind of activity. Changes introduced by the Law provide submission of the Extract instead of a simple copy or notharized copy of the Certificate. So, the subject of the commercial activity is deprived of the right to use the Certificate for making copies and to use these copies. Instead of this, the subject of the commercial activity is obliged to obtain an Extract and to use it just once. Actually, adoption of the Law fixes new time period and financial costs during the commercial activity.
It should be noted that the Law contains demands to the Cabinet of Ministers of Ukraine (hereinafter referred to as “CMU”) to adjust its acts in accordance with the Law. The adjustment of normative acts of Ministers and of the National Bank of Ukraine in accordance with the Law is extremely important. There is one open-ended question of the position of the CMU, Ministers and of the National Bank of Ukraine for the required procedures – will the Extract be needed for submission or it will be enough just to show the Extract, that will allow it multiple use.
The multiple usage has preconditions in the Law. 30 days validity term of the Extract from the day of receipt is cancelled. But in our point of view state bodies, Ministers and notaries can adopt the position, according to which they will demand to grant the Extract with maximum close date of issuance, and which will cause its miltiple receipt.
It should be noted that the Law doesn’t provide for subjects of commercial activity, which have Certificates, to make some actions regarding their Certificates such as returning or destroying them. It’s assumed that such subjects will apply by themselves to receive the Abstract after the Law comes into force, in case if such necessity occures.
Special attention should be payed to the legislative provision which determines that the Abstract isn’t granted in the case of:
- absence of legal entity under his location;
- absence of confirmation of information about the legal entity.
Such provision also should be taken into account by subjects of commercial activity. We would like to remind you that confirmation of the information about legal entity is made annually within one month from the date of state registration. Additionally we remind you that the authorized person is required a power of attorney to receive an Extract.