Expulsion of a Member from an LLC in Ukraine: Grounds, Procedure and Payment for the Share

A member may be expelled from a company only in the cases and in the manner established by law (Article 100(2) of the Civil Code of Ukraine). The Law of Ukraine “On Limited Liability and Additional Liability Companies” (the LLC Law) provides for two such cases: the member has not paid their contribution, or the heirs (successors) of a member have not joined the company. Below is how the resolution is adopted, what is filed with the registrar and how the former member is paid.

Unpaid contribution (Article 15 of the LLC Law)

• If a member is late in paying their contribution or part of it, the executive body sends them a written warning stating the unpaid contribution and the additional period granted to pay it. That period is set by the executive body or the charter but may not exceed 30 days (Article 15(1)).
• If the contribution is still not paid within the additional period, the executive body convenes a general meeting, which may adopt one of the following resolutions: to expel the member; to reduce the charter capital by the unpaid part of their share; to redistribute the unpaid share among the other members, who then pay the debt; or to liquidate the company (Article 15(2)).
• The votes of the member in arrears are not counted (Article 15(3)).

Heirs have not joined the company (Article 23 of the LLC Law)

• The share of a member who has died, or of a corporate member that has ceased to exist, passes to the heir or successor without the other members’ consent (Article 23(1)).
• If that member’s share is less than 50 per cent and, within a year after the time for accepting the inheritance has expired, the heirs (successors) have not applied to join the company, the company may expel the member; the resolution is adopted without counting their votes. The same applies to a member declared missing or dead by a court (Article 23(2)).
• For a share of 50 per cent or more, the law provides otherwise: the company may adopt resolutions relating to liquidation without counting that member’s votes (Article 23(2)).

How the resolution is adopted and registered

An expulsion resolution is adopted by the general meeting; it cannot be adopted by poll (Article 36(2)(6) of the LLC Law). The registrar receives (Article 17(5) of the Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Organisations”):

• an application for state registration of changes to the information about the legal entity;
• proof of payment of the administrative fee;
• the general meeting’s resolution to expel the member – the authenticity of the signatures of the members who voted for it is certified by a notary on special notarial forms;
• if the resolution was adopted without counting the member’s votes because of a particular circumstance, a document confirming that circumstance;
• 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)). For more, see Company registration in Ukraine: companies and sole traders.

Payment to the expelled member

• Within 30 days of the expulsion resolution, the company notifies the former member (their heir or successor) of the value of the share (Article 24(13) of the LLC Law).
• The value is determined as of the day before the resolution, based on the market value of all the members’ shares taken together, in proportion to the member’s share (Article 24(8) and (13)).
• Payment is made in proportion to the paid-up part of the share, so on expulsion for an unpaid contribution the amount depends on how much of the contribution the member managed to pay. By agreement, money may be replaced with other property; the company must give access to the financial statements and other documents needed to determine the value (Article 24(9)–(11) and (13)).
• Article 24(13) refers to the rules in Article 24(8)–(11) but not to the one-year payment period in Article 24(7), so the time limit for paying an expelled member should be assessed case by case.

If you were expelled without grounds

A dispute over expulsion is a corporate dispute: it is heard by the commercial court at the company’s location, including on a claim by a former member (Article 20(1)(3) and Article 30(6) of the Code of Commercial Procedure of Ukraine). A claim to have a general meeting resolution declared invalid is subject to a one-year limitation period (Article 258(2)(8) of the Civil Code). See also Challenging an LLC General Meeting Resolution in Ukraine.

Frequently asked questions

On what grounds can a member be expelled from an LLC?

The LLC Law provides for two cases: failure to pay a contribution after a warning and an additional period (Article 15), and failure by the heirs (successors) of a member holding less than 50 per cent to apply to join the company within a year after the time for accepting the inheritance has expired (Article 23(2)).

Does the member being expelled vote?

No, their votes are not counted (Article 15(3) and Article 23(2)).

Can an expulsion resolution be adopted by poll?

No, only at a general meeting (Article 36(2)(6)).

Will the expelled member be paid for the share?

Yes, in proportion to the paid-up part of the share; the value is based on the market value as of the day before the expulsion resolution (Article 24(8), (10) and (13)).

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

Expelled from a company, or planning to expel a member in arrears? An advocate will check the grounds and the procedure, prepare the resolution and the documents for the registrar, or challenge the expulsion in court → Corporate disputes · Company registration · Corporate law and M&A.