Corporate disputes in Ukraine: lawyer for LLC members and founders

We represent members, founders and owners of Ukrainian LLCs in corporate disputes: challenging general meeting decisions, protecting a company share, disputes with directors, unlawful registry changes, dilution of a share, breach of pre-emptive rights and other conflicts between business partners. We work across Ukraine, including remotely by video call. A consultation starts from UAH 2,000. Legal support for a dispute starts from UAH 8,000.

If the conflict has already started or you have received a notice of a general meeting with a suspicious agenda, contact us for an initial review of the situation.

Updated: May 2026. Page prepared by advocate Igor Balaban.

When you need a corporate disputes lawyer

A corporate conflict rarely starts with a court case. It usually develops gradually: first there are disagreements between the members, then decisions are blocked, and later one side starts acting without the consent of the others.

A corporate disputes lawyer is needed when:

• a member of a Ukrainian LLC cannot get access to company documents, accounts or meeting minutes;
• a general meeting is being called with an agenda that may change the members, director or control over the company;
• a general meeting decision has already been adopted and you believe it was unlawful or procedurally defective;
• you are being threatened with exclusion from the LLC or have already received such a notice;
• the director acts against the interests of the company or exceeds his or her authority;
• changes have appeared in the Ukrainian company register without your consent;
• there is a dispute between members over profit distribution or a share in the charter capital;
• a business partner is not following the agreed rules or is blocking company decisions.

The earlier a lawyer is involved, the more options can be assessed. If you seek advice only after a decision has been adopted, registry changes have been made or assets have been moved, some remedies may become harder to use.

Corporate disputes we handle

• disputes between members of a Ukrainian LLC over profit distribution, management and blocked decisions;
• disputes concerning the exclusion of an LLC member: defence against unlawful exclusion, challenging a general meeting decision or checking whether there are lawful grounds for such a decision;
• challenging decisions of the general meeting of LLC members;
• disputes over a share in the charter capital: size of the share, transfer, sale, payment of the share value;
• disputes with the director: exceeding authority, causing losses, change of director;
• protection of a member's right to access company documents and financial information;
• challenging unlawful registry actions: change of members or director without proper consent;
• protection against attempted corporate takeover or raider-style actions;
• legal support for withdrawal from an LLC and calculation of the value of the member's share;
• dividend disputes: right to payment, calculation procedure, recovery of unpaid amounts;
• share dilution: challenging decisions to increase charter capital or admit a new member where the procedure was violated;
• breach of pre-emptive rights: sale of a share to a third party without proper notice to other members or without respecting their right to purchase the share first.

What to do urgently in a corporate conflict

If you have discovered a corporate conflict or received a warning sign — a meeting notice, refusal to provide documents, or a change of director or members in the register — your first steps should be quick, but careful.

• Check the company register. Check the current members, director and status of the company in the Ukrainian register. This helps determine whether changes have already been made without your participation.
• Keep all available documents. Save the charter, meeting minutes, notices, correspondence with other members and correspondence with the director. These documents may become evidence.
• Do not sign new documents without legal review. A meeting protocol, withdrawal statement, additional agreement or share buyout agreement may affect your legal position.
• Assess whether interim court measures are possible. If there is a risk of share transfer, unlawful change of director or other registry actions, it may be possible to ask the court for interim measures. The court will assess the grounds, the evidence and the connection between the requested measure and the subject of the dispute.
• Speak to a lawyer before the situation becomes harder to reverse. In corporate disputes, timing, evidence and the correct legal remedy matter. An early procedural mistake can make later court protection more difficult.

Exclusion of an LLC member

Exclusion of a member from a Ukrainian LLC is one of the riskiest tools in a corporate conflict. Under current regulation, exclusion is not available in every dispute between members. It is possible only where there are grounds under the law or the charter and the correct procedure is followed.

The issue usually arises where a member has failed to make a contribution to the charter capital within the required period, where a share must be dealt with in specific situations, or where the company's charter provides special consequences for certain breaches. In each case, the current charter, company documents and facts must be reviewed separately.

Not every conflict between members gives the company the right to exclude one of them. Absence from meetings, criticism of the director or complaints to public authorities are usually not sufficient grounds for exclusion by themselves. Choosing the wrong ground may result in the general meeting decision being cancelled by the court.

If someone is trying to exclude you from an LLC, you need to review the meeting notice, the agenda, the current charter, the alleged grounds for exclusion and the documents relied on by the company. If the decision has already been adopted, it may be challenged in the commercial court.

If you are considering the exclusion of another member, the first question is whether there are lawful and charter-based grounds for doing so. In many cases, a better legal route may be to challenge the member's actions, claim damages, regulate the management procedure or use another remedy to protect corporate rights.

Challenging a general meeting decision

A general meeting decision may be challenged in court if it was adopted in breach of the law or the charter and violates the rights of an LLC member.

Common grounds for challenge include:

• the member was not properly notified of the meeting or the notice period was breached;
• the meeting was held without the required number of votes;
• the agenda included matters that were not included in the notice;
• the decision exceeded the authority of the general meeting or contradicted the charter;
• the meeting minutes contain inaccurate information or were signed by a person without authority.

A procedural breach does not always automatically cancel the decision. The court will assess whether the breach affected the vote and whether the claimant's rights were actually violated. This is why the case must be prepared carefully: the charter, notice procedure, minutes and other evidence need to be checked before filing.

A claim to invalidate a general meeting decision is filed with the commercial court. In some cases, it is also possible to ask the court for interim measures, either together with the claim or before filing it, if there is a risk that enforcement of a future judgment may become difficult.

Protection of a share in a Ukrainian LLC

A share in the charter capital of an LLC is a corporate asset. In a conflict, that asset may become the target of pressure: someone may try to transfer it, block its exercise or reduce its real value by moving company assets.

Typical situations include:

• a member discovers that his or her share has been transferred without knowledge or without a real transaction;
• the charter contains provisions that seriously limit the rights of a minority member;
• after withdrawal from the LLC, the company refuses to pay the share value or undervalues it;
• another member or the director moves company assets, reducing the real value of the share;
• the member is denied documents needed to assess the value of the share.

The right to information is one of the key tools for protecting a share. A member of a Ukrainian LLC has the right to receive company documents, financial statements, meeting minutes and other information needed to exercise corporate rights. Refusal to provide documents may itself become a ground for court protection.

In share-related disputes, we help assess the legal position, challenge unlawful transfers, recover the value of a share on withdrawal or exclusion, protect the right to information and challenge actions by the director or other members that reduce the value of company assets.

Director and company management disputes

The director of a Ukrainian LLC has broad powers, but must act in the interests of the company and within the limits of the law, the charter and decisions of the members. Exceeding authority or using the position to harm the company may lead to a corporate dispute.

Common situations include:

• the director signs contracts without member approval where the charter requires such approval;
• the director transfers money or assets to related parties;
• the members have decided to change the director, but the director refuses to hand over documents, passwords or access to bank accounts;
• the director blocks a member's access to documents and financial reporting;
• the director has been changed without following the procedure set out in the charter;
• the director's actions have caused losses to the company.

In such matters, we help assess the grounds for changing the director, challenge an unlawful appointment or removal, secure the transfer of company documents, protect the member's right to information and claim damages where the facts support such a claim.

Documents needed for an initial review

For an initial review of a corporate dispute, it is useful to prepare:

• the current charter of the LLC;
• an up-to-date extract from the Ukrainian company register, preferably obtained on the day of the request;
• general meeting minutes related to the disputed matters;
• meeting notices and proof of their sending or receipt;
• the corporate agreement, if one was signed;
• documents confirming the size and transfer of the share;
• correspondence between members or with the director;
• contracts, orders, banking or accounting documents if the dispute concerns the director's actions;
• court documents, if proceedings have already been opened.

If some documents are missing or access to them is blocked, that is also important. In that case, we need to decide separately how to obtain the documents and how to record the refusal to provide them.

How we work

1. Initial review. You describe the situation and provide the available documents. We assess the legal position, risks, timing and possible remedies.
2. Choice of strategy. We determine what is appropriate in your case: negotiations, a written demand, interim court measures, court proceedings or a combination of several steps.
3. Preparation of the position. We analyse the charter, meeting minutes, registry documents, correspondence and other evidence. We prepare a claim, an application for interim measures or other procedural documents.
4. Court representation. We represent the client in the commercial court: file applications, attend hearings and respond to the other party's actions.
5. Enforcement and follow-up. After the judgment becomes final, we assist with enforcement: registry changes, recovery of money, transfer of documents or other steps arising from the court decision.

Fees and timing

A consultation with document review starts from UAH 2,000. Legal support for a corporate dispute starts from UAH 8,000, depending on the complexity of the matter, the amount of work and the stage of the conflict. The final fee is agreed before work begins.

Timing depends on the type of claim, the number of parties, the availability of documents and the stage of the dispute. An application for interim measures may be considered faster than the main case, but the outcome depends on the strength of the arguments and evidence. A corporate dispute in the first-instance commercial court usually takes several months. If the case goes through appeal or cassation, the overall timeline may be much longer.

In corporate disputes, delay is risky. Limitation periods, the state of evidence and registry actions that have already been completed may be decisive for choosing the right remedy.

Common mistakes in corporate conflicts

• Waiting too long. While one side waits, the other may hold a meeting, change the company register, change access to bank accounts or prepare new documents.
• Not checking the company register. Changes may be made without your participation. During a conflict, the status of the company should be checked regularly.
• Signing documents without legal review. A meeting protocol, withdrawal statement, share buyout agreement or other document may contain terms that weaken your position.
• Relying on oral promises. In corporate disputes, what matters is what can be proved by documents, correspondence, meeting minutes and proper evidence.
• Filing a claim without checking the correct remedy. Even where a real breach has occurred, poorly drafted claims or the wrong remedy may lead to dismissal.
• Ignoring a meeting notice. If you receive a notice with a suspicious agenda, you should react immediately: check the charter, the agenda and the possible consequences.
• Confusing a corporate dispute with an employment dispute. A conflict with a director as an employee and a dispute over the director's actions as a company officer may have different legal nature and different remedies.
• Ignoring a notice of intended share sale. If a member receives notice that a share will be sold to a third party, the charter, sale terms and deadline for exercising pre-emptive rights should be checked quickly. Missing the deadline may seriously complicate protection of the right or affect the prospects of challenging the transaction.
• Not reacting to an agenda item on increasing charter capital. A decision to increase charter capital or admit a new member may dilute your share. If you do not attend the meeting, check the procedure or record objections, challenging the decision may become more difficult.

Why Yurincom

• Your matter is handled by advocates, not random assistants.
• Before starting work, we review the documents, risks and available remedies.
• We tell you directly if the position is weak, the evidence is insufficient or a deadline has already been missed.
• We work across Ukraine by video call, so you do not need to visit the office for every step.
• The fee is agreed before work begins, with no hidden charges during the case.
• Yurincom Law Firm has worked since 1992, and corporate disputes are part of our legal practice.

To get an initial review, contact us. Briefly describe what has happened and send the charter and an up-to-date company register extract. This is usually enough for the first assessment.

Frequently asked questions

What is a corporate dispute in a Ukrainian LLC?
A corporate dispute is a conflict between company members, or between a member and the company or its officers, where the dispute concerns rights and obligations connected with participation in the company. Such disputes are usually heard by the commercial courts of Ukraine.

Can an LLC member be excluded without consent?
Yes, but not in every corporate conflict. Exclusion is possible only where there are grounds under the law or the charter and the correct procedure is followed. The decision is adopted by the general meeting of members, and its legality may be challenged in the commercial court.

How can a general meeting decision be challenged?
A claim to invalidate the decision is filed with the commercial court. Grounds may include breach of the meeting notice procedure, absence of the required number of votes, inclusion of matters not mentioned in the notice, or a decision that contradicts the charter.

What should I do if someone is trying to exclude me from an LLC?
First, keep the notice, check the company register, collect the charter and do not sign any documents without legal review. If the decision has already been adopted, the grounds for challenging it in the commercial court should be assessed.

Can unlawful change of director or members in the register be stopped?
In some cases, it is possible to ask the commercial court for interim measures, including a temporary ban on certain registry actions until the dispute is resolved. The court assesses the grounds, the connection between the measure and the dispute, and the risk that enforcement of a future judgment may become difficult.

What documents are needed for an initial review?
It is useful to provide the current charter, an up-to-date company register extract, meeting minutes related to the dispute, meeting notices and available correspondence between members or with the director. If documents are missing or access to them is blocked, that is also important.

How much does legal support for a corporate dispute cost?
A consultation with document review starts from UAH 2,000. Full support for a corporate dispute starts from UAH 8,000. The final fee depends on the complexity of the matter, the stage of the conflict and the amount of work. The fee is agreed before work begins.

Can a corporate dispute be resolved without court?
Yes, in some cases. If the parties are ready to talk, the conflict may be resolved through negotiations, a written demand, a share buyout agreement, changes to corporate documents or another agreed mechanism. But if unlawful decisions have already been adopted, registry changes have been made or control over the company is at risk, court protection may be necessary.

Related services and materials

• LLC registration in Ukraine
• Company registration in Ukraine
• Business registration in Ukraine
• Changes to a Ukrainian LLC
• Contact a lawyer

Author: advocate Igor Balaban.