Corporate, Commercial Law and Dispute Resolution · Corporate Law
Online LLC (Limited Liability Company) general meeting allows participants to make corporate decisions remotely where the applicable procedure supports that format. Reliable identification, advance notice, voting records and properly executed minutes are essential for making a remote meeting usable in subsequent corporate actions.
Remote corporate governance allows LLC participants to discuss and decide company matters without meeting physically. Online format still requires a legally supportable procedure for notice, participation, voting and documentation.
Legal Basis for Online LLC Meetings
Yes. Ukrainian legislation provides mechanisms for holding general meetings of LLC participants remotely. The principal legal sources include:
the Law of Ukraine "On Limited and Additional Liability Companies";
the Civil Code of Ukraine;
other subordinate legislation and guidance issued by public authorities.
The issue became particularly relevant during the coronavirus disease 2019 (COVID-19) pandemic, when many companies moved to remote working arrangements. Corporate procedures were adapted to accommodate remote participation.
Main Conditions for Holding an Online LLC Meeting
For an online general meeting to be treated as valid, the relevant procedural requirements should be observed.
1. Provision in the Charter
The LLC charter should provide for the possibility of holding general meetings remotely. If the charter does not contain such a provision, the participants may adopt a resolution amending the charter.
2. Consent of Participants
Participants should be notified in advance of the meeting format and, where the charter does not itself establish the procedure, their consent may be required.
3. Selecting an Online Meeting Platform
A videoconferencing platform such as Zoom, Microsoft Teams or Google Meet should allow:
identification of participants;
preparation of an official record;
recording of voting results.
4. Recording Votes and Preparing the Minutes
The meeting minutes may be signed using:
a qualified electronic signature, which is suitable for remote procedures;
or a handwritten signature after the online meeting where agreed by the participants.
Voting results may be recorded using electronic systems and audio or video recordings attached to or retained with the minutes.
5. Notice to Participants
Notice of the date, time, agenda and meeting format should be delivered in accordance with the law and the LLC charter, for example no later than 10 days before the meeting where that period applies.
Which Matters Can Be Decided at an Online Meeting?
An online general meeting may consider matters within the competence of the general meeting under the Law of Ukraine "On Limited and Additional Liability Companies", including:
amendments to the charter;
appointment of governing bodies;
profit distribution;
resolutions concerning sale of real estate or other assets;
approval of financial statements;
admission of new participants.
Particular care should be taken with resolutions concerning real estate, corporate rights and major financial transactions. For such matters, additional evidence documenting each stage of the decision-making process may be useful.
Risks and Recommendations
Despite the advantages of a remote format, certain risks remain:
resolutions may be challenged if participants' rights were infringed;
participant identification may be disputed;
technical failures may occur during voting or communication;
the charter should be reviewed in advance;
participants should be identified through qualified electronic signatures, video records or documentary confirmation;
a record of the meeting should be retained to support the validity of the procedure.
Benefits of Online Meetings for Business and Real Estate Companies
For many companies, a remote format allows them to:
adopt resolutions promptly;
involve participants located in different regions and countries;
save time and resources;
address corporate governance matters efficiently.
Holding LLC general meetings online can be an effective corporate governance tool where the applicable legal and procedural requirements are observed. It allows management continuity while maintaining an appropriate level of legal certainty.
Remote meeting procedure should combine digital convenience with reliable evidence of notice, participation and voting. Correct setup allows owners in different locations to make corporate decisions without sacrificing the enforceability of the meeting record.
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Price: Online General Meetings for Limited Liability Companies (LLCs) in Ukraine