Corporate law and M&A

Our corporate practice supports businesses at every stage: from incorporating the company through to mergers and acquisitions, resolving disputes between co-owners, and building a compliance framework.

Legal support for business on corporate matters covers registering a sole trader or a company, resolving conflicts between members, withdrawing from a company and being paid the value of the share, buying and selling a business, legal due diligence and compliance. A corporate lawyer in Kyiv works with business owners, investors and companies – at our office in Kyiv or online.

Our services

• Business registration: sole traders and companies – choice of legal form, the charter, registration changes, challenging a refusal
• Corporate disputes – challenging general meeting resolutions, a member’s withdrawal, disputes over the director’s actions
• M&A transaction support – deal structure, share purchase agreements, closing
• Legal due diligence – review of the company, its assets, contracts and litigation before a deal
• Corporate governance and compliance – ownership structure, ultimate beneficial owners, internal policies

When you need a corporate lawyer

• you are setting up a business and choosing its legal form and ownership structure
• the members cannot agree on how the company is run
• a general meeting resolution was passed improperly, or you were not allowed to take part in the meeting
• you want to withdraw from the company and be paid the value of your share
• you are planning to buy or sell a business or a share in one
• the bank is asking for documents on the ownership structure and the ultimate beneficial owners
• the director is acting against the company’s interests

How we handle these matters

• we agree the structure and the documents before the deal, not after the conflict
• we check corporate procedures so that decisions can withstand challenge
• we combine corporate, tax and criminal risk assessment
• the scope of work and the payment terms are agreed in writing before we start

How the work proceeds

1. First conversation: we establish the goal – registration, a deal, a dispute or compliance – and any deadlines that are already running.
2. Documents: we analyse the charter, general meeting minutes, the corporate agreement and the entries in the Unified State Register.
3. Decisions and documents: the deal structure, draft resolutions and agreements, a letter of demand or a claim – depending on the situation.
4. Support through to the outcome: registration actions, closing the deal, representation in the commercial court.

Legislation and case law are updated over time; this page reflects the position as of October 2026. Before acting on it, take advice on the wording currently in force.

Frequently asked questions

Can I withdraw from an LLC without the other members’ consent?

A member whose share in the charter capital is less than 50 per cent may withdraw from the company at any time without the other members’ consent. A member with a share of 50 per cent or more may withdraw with the other members’ consent, unless the charter provides that no consent is needed. A member is deemed to have withdrawn from the day the withdrawal is state-registered (parts 1, 2 and 5 of Article 24 of the Law of Ukraine “On Limited Liability and Additional Liability Companies”).

When must the company pay a departing member the value of their share?

No later than 30 days from the day the company learned or should have learned of the member’s withdrawal, it must inform the former member of the value of their share and provide a reasoned calculation and copies of the documents needed for it. The company must pay the value of the share within one year of that same day, unless the charter sets a different period. The value is determined on the basis of the market value of all the members’ shares taken together, in proportion to the member’s share, and is paid only in proportion to the paid-up part of the share (parts 6 to 8 and 10 of Article 24 of the Law).

Can a share be sold to a third party without the other members’ consent?

A member may transfer their share to other members or to third parties, but the charter may provide that this is allowed only with the other members’ consent (parts 1 and 2 of Article 21 of the Law). In addition, the other members have a pre-emption right to buy a share being sold to a third party: the seller must notify them in writing of the price, the size of the share and the other terms of sale, and if no one gives notice within 30 days of intending to exercise the pre-emption right, the share may be sold to the third party on the terms notified. The charter may set a different procedure or exclude the pre-emption right altogether (parts 1, 3 and 6 of Article 20 of the Law). If the pre-emption right is breached, the member may ask the court to transfer to them the rights and obligations of the buyer; the limitation period for such claims is one year (part 5 of Article 20 of the Law).

What happens to a share when a member dies?

The share passes to the heir without the consent of the other members (part 1 of Article 23 of the Law). If the deceased member’s share is less than 50 per cent and the heirs have not applied to join the company within one year of the end of the period for accepting the inheritance, the company may exclude that member without counting their votes; if the share is 50 per cent or more, the company may take decisions relating to its liquidation without counting that member’s votes (part 2 of Article 23 of the Law).

Is the director liable to the company for losses?

Yes. Members of the executive body and of the supervisory board are liable to the company for losses caused by their culpable acts or omissions; that liability is joint and several, and they are released from it only if they prove that the damage was not caused through their fault (parts 2 to 4 of Article 40 of the Law). Officers at fault for breaching the procedure for entering into significant transactions are jointly and severally liable for the losses caused to the company (part 5 of Article 44 of the Law).

Which court hears corporate disputes?

The commercial court. The jurisdiction of the commercial courts covers, in particular, disputes arising from corporate relations, including disputes between members of a company or between a company and its member (including a member who has left) relating to the company’s formation, activities, management or termination, except employment disputes (item 3 of part 1 of Article 20 of the Code of Commercial Procedure of Ukraine).

Need legal assistance for your business? Call us or leave a request – a lawyer will contact you and explain what to do next.