Service · CORPORATE & BUSINESS

Director & Shareholder Changes Remotely

Directors and shareholders of a Ukrainian company can be changed while you stay in Canada: decisions are signed under a power of attorney, notarized in Ukraine by your representative, and filed with the USR. The Kyiv desk verifies the current registry record before drafting, because the permitted route depends on what the registry and your charter already say. Banks usually require fresh signatory documents right after the change lands.

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This service is for you if…

You appointed a local director years ago and need to replace them
A co-owner exits and shares must be redistributed or sold
Your company bank restricted operations because the listed director is unreachable
You settled in Canada and management has to be handed to someone in Ukraine

What LexRoota coordinates

Review of the current charter and USR extract before any drafting

Corporate decisions or minutes drafted to match the charter's change procedure

POA for the filing representative plus the new director's consent documents

USR filing of the change and confirmation against the updated extract

Bank signatory card updates and removal of the outgoing person's access

Share purchase or gift agreements where ownership moves with the change

Typical route

Director & Shareholder Changes Remotely

Day 1–3

Registry and charter review

We pull the current USR record and read the charter's amendment clauses. The route and documents follow from what is filed there.

Day 4–10

Decisions and POA

Decisions, consents, and the POA are drafted; you sign in Canada before a notary, with apostille added where the filing route requires it.

Week 2–3

Notarized filing

The representative notarizes the change and files with the USR. The updated extract confirms the new director or shareholders.

Week 3–4

Bank and handover

Signatory cards, tokens, and system access move to the new director; the outgoing person's access is closed with the bank.

Bank

Documents typically required

Current charter and latest USR extract

Passports and RNOKPP of incoming and outgoing persons

Resignation letter or removal decision for the outgoing director

New director's written consent to appointment

Power of attorney for the filing representative

Share sale or gift agreements where ownership percentages change

What the route depends on

Charter amendment rules — some charters demand unanimous participant consent
Whether shares move together with the director change
Outstanding tax debt or enforcement flags that freeze filings
The bank's separate compliance review of the new signatory

What can slow or block this

An outgoing director who refuses to sign the handover act — the route then runs through participant decisions, adding weeks
A charter that requires personal appearance, so documents are redrafted to a permitted representative procedure
Filing rejected because the new director's RNOKPP or name transliteration mismatches their passport
The bank keeps the old signatory active until its own KYC review of the replacement finishes

TIMING

Typically 3–5 weeks end to end; the registry change usually lands days after a correct filing, and the bank update takes the longest.

FEES

Scope-first quote after the registry and charter review; coordination is fixed-fee once scope is set, with notary, registrar, and bank fees listed separately.

WHO ELSE IS INVOLVED

Canadian notary for your signatures · Ukrainian private notary and USR registrar · Ukrainian bank (signatory review) · Corporate lawyer on the Kyiv desk · Outgoing and incoming directors

Common questions

Can I remove a director who refuses to cooperate?

Yes, through a participant decision taken under the procedure your charter sets. The registry accepts the change when the decision matches that procedure; the bank signatory change is handled as a separate step we sequence right after.

Does a share transfer between owners need a Ukrainian notary?

Share deals in a TOV are executed before a Ukrainian notary. Your representative signs under a POA drafted for the transfer, and the notary files the registry update in the same act.

Will the bank freeze the account during the change?

Banks sometimes review operations while signatory changes pend. We sequence the filings so operating access is preserved where the bank's rules allow it, and we warn you about the review window in advance.