Updated Procedure for Maintaining Share Accounting System of Companies

 On 06 October 2025, the Decision of the National Securities and Stock Market Commission No. 09/21/2977/K03 dated 03 October 2025, regarding amendments to the Procedure for Maintaining the Accounting System of Shares in Limited and Additional Liability Companies, entered into force.

The amendments aim to enhance transparency, efficiency, and the protection of company participants’ rights within the electronic share accounting system, while harmonizing it with Ukraine’s depository system. The updated procedure ensures clearer regulation of share transactions and minimizes the risk of misuse or technical errors during accounting.

Among the key innovations:

  • The amendments establish that ownership of a share transfers to the new participant at the moment it is credited to their account in the accounting system. This provision defines a clear point of rights transfer and enhances legal certainty in corporate relations.
  • The amendments set out the procedure for transferring account servicing between authorized depository institutions and the Central Depository. If an authorized depository institution fails to respond to a transfer request within three business days, consent is deemed granted under the “silent consent” principle. This mechanism simplifies inter-institutional coordination and reduces processing times.
  • The amendments also clarify procedures for accounts owned by the state as a company participant and the process for amending the authorized capital without changing the composition of participants. They specify the grounds on which the Central Depository may refuse to make changes to the share accounting system, thereby ensuring greater regulatory oversight and legal compliance.

Furthermore, termination of share accounting in the system may occur only by resolution of the general meeting of participants, with respect to all company shares and only when no shares are pledged or held in escrow accounts. This provision strengthens the protection of participants’ and creditors’ interests and prevents potential corporate disputes.

Overall, the amendments are designed to improve capital market regulation, enhance the protection of shareholders’ rights, and create stable and predictable conditions for the activities of participants and depository institutions.

We will closely monitor further developments in this area and will report on them in future Legal News.