Withdrawal from an LLC in Ukraine: Procedure, Time Limits and the Value of a Share

A member of a limited liability company (LLC) may withdraw from it and receive the value of their share. Whether the other members must consent, which documents are filed with the state registrar and when the company must pay are governed by Article 24 of the Law of Ukraine “On Limited Liability and Additional Liability Companies” (the LLC Law) and Article 17 of the Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Organisations” (the State Registration Law).

When the other members must consent

• Share of less than 50 per cent – you may withdraw at any time without the other members’ consent (Article 24(1) of the LLC Law).
• Share of 50 per cent or more – only with the other members’ consent. The charter may allow withdrawal without consent; such a provision is added to or removed from the charter by a unanimous resolution of a meeting attended by all members (Article 24(2)).
• A decision to consent is taken within one month of the application unless the charter sets another period. After the last member consents, the member may withdraw within one month unless the consent sets a shorter period (Article 24(3)–(4)).
• A withdrawal that would leave the company with no members is prohibited (Article 24(5)).

How withdrawal is formalised

A member is deemed to have withdrawn from the date the withdrawal is registered (Article 24(5) of the LLC Law). The documents may be filed by the withdrawing member, their heir or successor, or a person authorised by them (Article 1(1)(8) of the State Registration Law). The registrar receives (Article 17(5) of the State Registration Law):

• an application for state registration of changes to the information about the legal entity;
• proof of payment of the administrative fee;
• the application to withdraw from the company – the authenticity of the signature on it is certified by a notary on a special notarial form;
• where the law or the charter requires the other members’ consent, that consent, with the authenticity of the signatures also certified by a notary;
• the ownership structure in the form and with the content established by law.

No notarisation of signatures is required if the documents are created on the electronic services portal or through the Unified State Web Portal of Electronic Services and signed with high-assurance electronic identification (Article 17(5) of the State Registration Law). The same rules apply when an heir or successor of a member withdraws (Article 24(14) of the LLC Law). For more on registration steps, see Company registration in Ukraine: companies and sole traders.

How much the company must pay and when

• Notice of the value. Within 30 days of the date the company learned or should have learned of the withdrawal, it must notify the former member of the value of the share and provide a reasoned calculation and copies of the documents needed for it (Article 24(6)).
• Valuation date. The value of the share is determined as of the day before the withdrawal application was filed for state registration (Article 24(6)).
• Method. Based on the market value of all the members’ shares taken together, in proportion to the withdrawing member’s share (Article 24(8)). Payment is made only in proportion to the paid-up part of the share (Article 24(10)).
• Payment deadline. Within one year of the date the company learned or should have learned of the withdrawal; the charter in force at the time of withdrawal may set another period (Article 24(7)).
• Property instead of money – possible by agreement between the former member and the company (Article 24(9)).
• Documents. The company must give the former member access to the financial statements and other documents needed to determine the value of the share (Article 24(11)).
• The charter may provide for a different period, procedure, amount and method of settlement; such provisions are added, amended or removed by a unanimous resolution of a meeting attended by all members (Article 24(12)).

If the company does not pay

A dispute between a former member and the company over payment for the share is a corporate dispute. It is heard by the commercial court at the company’s location (Article 20(1)(3) and Article 30(6) of the Code of Commercial Procedure of Ukraine). We will check the company’s calculation, bring in a valuer if needed and recover the payment in court – see Corporate disputes.

What to check before withdrawing

• The charter and any shareholders’ agreement: they may change the procedure for withdrawal and settlement (Article 24(2) and (12)), and a shareholders’ agreement may set the terms on which a member has the right or the obligation to sell their share (Article 7(3)).
• Whether your share is fully paid up – this determines the amount of the payment (Article 24(10)).
• The financial statements – to check the company’s calculation (Article 24(11)).
• An alternative to withdrawal – selling your share. If the buyer is a third party, the other members have a pre-emption right to buy it, and the seller must notify them in writing of the price and the terms of sale (Article 20(1) and (3)).

Frequently asked questions

Can I leave an LLC without the other members’ consent?

Yes, if your share is less than 50 per cent. For a share of 50 per cent or more, the other members’ consent is required unless the charter allows withdrawal without it (Article 24(1)–(2) of the LLC Law).

From what date is a member deemed to have withdrawn?

From the date the withdrawal is registered (Article 24(5)).

When must the company pay for the share?

It must notify the value with a calculation within 30 days and pay within one year of the date it learned or should have learned of the withdrawal, unless the charter sets another period (Article 24(6)–(7)).

How is the value of the share determined?

Based on the market value of all the members’ shares in proportion to your share, as of the day before the withdrawal application was filed; payment is made in proportion to the paid-up part of the share (Article 24(6), (8) and (10)).

This article is for information only, reflects the law as at 7 November 2026 and is not a substitute for advice on your situation.

Planning to leave an LLC, or is the company delaying payment? An advocate will review the charter and the calculation of the share’s value, prepare the documents for the registrar and, if necessary, recover the payment in court → Corporate disputes · Company registration · Corporate law and M&A.