Additional capital of limited and additional liability companies: updated regulation 

On 27 August 2025, the Law of Ukraine "On Amendments to Article 12 of the Law of Ukraine "On Limited Liability and Additional Liability Companies" No. 4564-IX entered into force.

As of now, the law provides for the possibility of establishment of additional capital in limited liability and additional liability companies (LLC and ALC). According to the law, additional capital is formed through participants’ contributions, which do not affect the nominal value or the amount of the company's charter capital.

The amount of each contribution to the additional capital must be determined by a resolution of the company's general meeting of participants and can be made in the form of cash, securities or other property.

It is important to note that the company may establish the additional capital only if the relevant provisions are included in its charter. These provisions should govern the procedure for the formation and disposal of additional capital, as the law establishes only general rules, leaving the detailed regulation to the company’s discretion.

The company’s charter and/or a corporate agreement may define:

• Legal status of property contributed to the additional capital
• Procedure for attracting contributions, including the requirements for the relevant resolutions of the general meeting of participants of the company, determination of the value of contributions
• Disposal of additional capital, rules for accounting of participants’ contributions to additional capital
• Scope of rights and obligations of the company’s participants in relation to additional capital
• Provisions governing relations among the participants or between participants and the company, including the return of participants’ contributions to additional capital by the company

Legislative regulation of additional capital concept for LLCs and ALCs should enable companies to quickly attract contributions from participants without undergoing the state registration procedures required for changes to charter capital amount. This should also contribute to preserving the stability of the corporate structure, as contributions to additional capital do not affect participants’ ownership interest and the scope of their corporate rights.