Unofficial transfer (c) Soyuzpravoinform LLC

LAW OF UKRAINE

of February 22, 2024 No. 3587-IX

About modification of some legal acts of Ukraine concerning enhancement of corporate management

The Verkhovna Rada of Ukraine decides:

I. Make changes to such legal acts of Ukraine:

1. in the Economic code of Ukraine (The sheet of the Verkhovna Rada of Ukraine, 2003, Art. No. No. 18-22, 144):

1) in Article 65:

third to state part in the following edition:

"3. For management of economic activity of the company the owner (owners) directly or through authorized bodies or the supervisory board of such company (in case of its education) appoints (elects) executive body (individual or joint) the companies which is accountable to the owner, its authorized body or the supervisory board (in case of its education). The director (sole executive body), the chief accountant, the chairman and members of the supervisory board (in case of its education), the chairman and members of collegiate executive body of the company are officials of such company. As the charter of the company officials of the company also other persons can be acknowledged. Officials of the company have the obligations before the company provided by the law, in particular rather proper, fair and effective management of the company (fiduciary duties)";

add with part eleven of the following content:

"11. In the companies in which formation of the supervisory board is not obligatory according to the applicable legislation for the decision of authorized body of management the single-level management structure according to the procedure provided by the Law of Ukraine "About joint-stock companies" can be created. In case of creation of single-level management structure to the board of directors all provisions of this Code concerning the supervisory board, and are applied to the careless board member - all provisions of this Code concerning the member of the supervisory board";

Part the fourth Article 67 to state 2) in the following edition:

"4. The state companies, including economic societies (except banks) in which authorized capital 50 and more percent of shares (shares) belong to the state, perform attraction internal long-term (more than one year) and external credits (loans), provide guarantees or are guarantors according to such obligations in coordination with the central executive body realizing the state financial policy perform attraction internal short-term (up to one year) the credits (loans), provide guarantees or are guarantors according to such obligations - in coordination with the executive body performing management functions by state-owned property. The procedure for such approvals is established by the Cabinet of Ministers of Ukraine";

Paragraph one of part eight of Article 73 to state 3) in the following edition:

"8. The annual financial reporting of the state unitary enterprise is subject to obligatory check by the subject of auditor activities according to the legislation";

Article 75 to state 4) in the following edition:

"Article 75. Features of economic activity of the state commercial enterprises

1. The state commercial enterprise (except banks) shall develop and approve the strategic plan of development, and also constitute and implement the annual financial plan, investment plans for year and for the medium term (rub - five years) according to the law and in the terms established by this Article.

2. The financial plan of the state commercial enterprise and the investment plan for year are subject to approval till September 1 of the year previous planned (except the companies of power industry which activities are regulated by approval of licensed conditions by the National commission performing state regulation in spheres of power and utilities which financial plans affirm till December 31) if other is not established by the law, and can be reviewed during all planning period.

The strategic plan of development, the investment plan for year and the investment plan for the medium term, the financial plan of the state commercial enterprise affirm the supervisory board. Within five working days after approval of the financial plan the supervisory board represents the financial plan and summary main financial performance of the state commercial enterprise to body to which sphere of management such company, and also in the central executive body providing forming and realizing state policy in the field of economic development, the central executive body providing forming and realizing the state financial, budget and debt policy, and the central executive body realizing the state tax policy, according to the procedure and terms, stipulated by the legislation belongs. The strategic plan of development after its approval is subject to promulgation on the website of the State commercial enterprise and on the official website of the central executive body which provides forming and realizes state policy in the field of economic development, and also is placed for acquaintance with providing continuous open entry in full, except information carried according to the legislation to information with limited access.

The financial plan, the strategic plan of development, the investment plan for the medium term of the state commercial enterprise which is subject of natural monopolies or planned settlement amount of net profit of which exceeds 50 million hryvnias, includes separate financial performance, namely profit ratios, liquidities and solvencies, and also the amounts of payments for benefit of the state, budget financing and quasifiscal transactions determined in waiting lists of the owner after their approval by the central executive body that provides forming and realizes the state financial, budget and debt policy, in some cases - with additional participation of the Cabinet of Ministers of Ukraine, on the basis of offers of general meeting of such economic society, according to the procedure, provided by the Cabinet of Ministers of Ukraine.

The state commercial enterprises of power industry which activities are regulated by approval of licensed conditions by the National commission performing state regulation in spheres of power and utilities annually constitute the financial plan taking into account the approved this commission of structure of rates for electrical and heat energy. Financial plans of such state commercial enterprises of power industry are subject to approval till December 31 of the year preceding planned.

For consideration, approval or approval of the annual financial plan and report on its accomplishment officials of the state commercial enterprise bear the responsibility established by the law for untimely representation.

3. Bodies within which scope of management the state commercial enterprises fall give to the central executive body providing forming and realizing state policy in the field of economic development till September 1 of the year prior planned, summary indicators of financial plans and financial plans by the separate state commercial enterprises falling within the scope of their management.

4. The central executive body providing forming also realizes state policy in the field of management of objects of state-owned property, approves standard form of data presentation and methodical recommendations about development of the financial plan of the state commercial enterprise.

5. The state commercial enterprise has no right to donate the property belonging to it to other legal persons or citizens, except the cases provided by the law. The state commercial enterprise has the right alienate property of the State commercial enterprise belonging to fixed assets only by sale at electronic auction. If market value of the property which is belonging to fixed assets and subject to alienation makes from 10 percent to 25 percent of asset cost of the State commercial enterprise according to the last annual financial reporting, alienation is performed by sale at electronic auction according to the solution of the supervisory board of such state commercial enterprise. If market value of the property which is belonging to fixed assets and subject to alienation makes less than 10 percent of asset cost of the State commercial enterprise according to the last annual financial reporting, alienation is performed under the law according to the decision of executive body of such state commercial enterprise.

Alienation is performed by sale at electronic auction according to the decision of body which sphere of management the state commercial enterprise treats if market value of the property which is subject to alienation makes 25 and more percent of asset cost of the State commercial enterprise according to the last annual financial reporting.

Dispose in a different way of the property belonging to fixed assets, the state commercial enterprise has the right only within powers and method, provided by this Code and other laws.

Alienation of real estate, and also air and ocean ships, inland navigation vessels and railway vehicles of rail transport which are state-owned property is performed on condition of additional approval in accordance with the established procedure of Fund of state-owned property of Ukraine.

6. The means received from sale of the property objects relating to fixed assets of the state commercial enterprise are used according to the approved financial plan if other is not provided by the law.

The means received from sale of real estate less the book (residual) value of such property if other is not established by the law, are enlisted in the general fund of the government budget.

7. Write-off from balance of not completely amortized fixed assets, and also accelerated depreciation of fixed assets of the State commercial enterprise can be made according to the solution of the supervisory board of such state commercial enterprise if market value of fixed assets makes from 10 percent to 25 percent of asset cost of the State commercial enterprise according to the last annual financial reporting. If market value of fixed assets makes less than 10 percent of asset cost of the State commercial enterprise according to the last annual financial reporting, their write-off and accelerated depreciation are performed according to the decision of executive body of the state commercial enterprise.

Write-off from balance of not completely amortized fixed assets, and also accelerated depreciation of fixed assets of the State commercial enterprise are performed according to the decision of body to which sphere of management the state commercial enterprise belongs if market value of fixed assets makes 25 and more percent of asset cost of the State commercial enterprise according to the last annual financial reporting.

8. The state commercial enterprises can form the special (target) funds intended for covering of the expenses connected with their activities by profit (income).

The procedure for use of means of such funds is determined according to the approved financial plan.

9. Profit distribution (income) of the state commercial enterprises is performed according to the approved financial plan taking into account requirements of this Code and other laws.

10. As a part of the financial plan the predicted financial result, including the predicted calculation of part of net profit (income), and also the predicted amounts of the taxes and fees which are subject to payment in the government budget determined on the basis of the predicted profit level taking into account estimation of risks of activities of the State commercial enterprise and leaf of expectations of the owner affirms.

11. Bodies which sphere of management the state commercial enterprises treat till July 15 of the year preceding planned give to the Cabinet of Ministers of Ukraine and to the central executive body providing forming and realizes the state financial, budget and debt policy, information on forecast amounts of net financial result and forecast amounts of transfer of part of net profit in the medium term of the state commercial enterprises for their accounting when forming the government budget.

12. In case of change of the head of the State commercial enterprise the supervisory board has the right to initiate carrying out substantive audit or the state financial audit of activities of the company according to the procedure, provided by the law.

13. Other features of economic and social activity of the state commercial enterprises are determined by the law";

The paragraph third parts two of Article 77 to exclude 5);

The paragraph third parts ten of Article 78 to exclude 6);

Article 89 to state 7) in the following edition:

"Article 89. Management of economic society

Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info