Maksym Stepanenko
Managing Partner, Crystal Tax
International client projects since 2012: company structures, tax, immigration, DUNS and NCAGE. 50+ jurisdictions.
We draft your shareholders agreement end to end: a written deal between partners on equity, control, exit and disputes for a Ukrainian LLC (TOV), a UK Ltd, a US LLC or corporation, or an EU company.
Since 2012 · 50+ jurisdictions · agreements in English, Ukrainian and Russian · first 10 minutes free
In brief
Pick the situation closest to yours: a short outline of the route and the first step.
We set out who is responsible for what, which decisions need both partners and what happens in a deadlock. First step: a separate interview with each partner and a check against the articles.
Example. Two IT entrepreneurs from Lviv set up a Ukrainian LLC (TOV) with equal shares. We fix the budget each can spend without approval, a share buyout mechanism and the procedure if the partners fail to agree within 30 days.
Discuss this case →We choose the country and the company form, then the governing law and language of the agreement. From the start we check which partners fall under the Ukrainian CFC (controlled foreign company) rules.
Example. Three SaaS founders set up a company in the UK. We prepare the articles and a shareholders agreement in English with a Ukrainian translation and file the CFC notices in Ukraine.
Discuss this case →We agree the investor's veto rights, information rights, tag-along and drag-along and the rules for new rounds. We check that the articles and the agreement are consistent.
Example. An investor from Poland takes a stake in a Ukrainian LLC (TOV). We prepare a bilingual corporate agreement, amendments to the articles and the registration of the new member.
Discuss this case →We review the existing documents, value the stake and prepare a buyout or exit agreement. We see the registry changes through to the end.
Example. One of three co-owners of a logistics company relocates and exits the business. We agree the price and instalments and transfer the stake to the two remaining partners.
Discuss this case →For a project without a new company, a joint activity agreement fits: no legal entity is created under the Civil Code of Ukraine. We set out contributions, accounting, profit sharing and liability.
Example. Two Ukrainian sole proprietors (FOP) launch a joint education project. We prepare a joint activity agreement and work out with the accountants how to keep the books and pay taxes.
Discuss this case →We fix who manages the company, how heirs enter it and on what terms the others can buy out a stake.
Example. Brothers own a manufacturing business in Dnipro, and their children do not work in it. We set out an option to buy the stake from an heir using a valuation formula agreed in advance.
Discuss this case →A shareholders agreement done end to end covers everything from the first interview with the partners to a signed text that matches the articles and is filed with the registry where the law requires it.

The agreement is drafted by Crystal Tax lawyers, and where local law requires a licensed lawyer or notary, we bring in partners in that country. If a dispute goes to court, a partner advocate takes over representation, because under the Constitution of Ukraine court representation is, as a general rule, carried out by an advocate. We also prepare other business contracts: contract drafting.
A founders or partnership agreement covers what partners usually argue about: who makes decisions, how shares change, on what terms someone can leave and what happens when the partners cannot agree.
For a 50/50 company, deadlock has to be addressed in advance. Options include escalation to a partners' meeting, a mediator, a casting vote for an independent board member, the russian roulette mechanism, where one partner names a price and the other chooses to buy or sell at it, or a texas shoot-out with sealed bids. The right option depends on which partner has the money for a buyout.
We choose the governing law and the forum: a state court or arbitration. Under Ukrainian law, the parties to a corporate agreement may choose a foreign law in line with the Law of Ukraine On Private International Law. The choice of law affects which terms a court will uphold, so we check that each clause works under the chosen law.
Tell us about the company and the partners, and on a free 10-minute call we will discuss which agreement you need, under which country's law and where to start.
A corporate agreement in Ukraine and a shareholders agreement abroad do the same job, while the form, the name and the level of disclosure depend on the country and the company type.
| Country and entity | Document and law | Form and disclosure |
|---|---|---|
| Ukraine, LLC (TOV) | Corporate agreement Law of Ukraine On Limited and Additional Liability Companies, article 7 | Written, otherwise the agreement is void Content is confidential unless the law or the agreement requires otherwise |
| United Kingdom, Ltd | Shareholders agreement Companies Act 2006 and contract law | Contract between shareholders Articles of association are available at Companies House, the shareholders agreement is usually private |
| US, Delaware LLC | Limited liability company agreement, or operating agreement Delaware Limited Liability Company Act, section 18-101 | Written, oral or implied Only the certificate of formation with the name and registered agent is filed with the state, the law does not require filing the agreement |
| US, Delaware corporation | Stockholders agreement, voting agreement Delaware General Corporation Law, sections 122 and 218 | Voting agreement: in writing and signed by the parties The certificate of incorporation is filed with the state Division of Corporations |
United Kingdom. Every company must have articles of association, and anyone can inspect the documents at Companies House. A shareholders agreement stays a private document, with one exception: an agreement of all members that takes the place of a special resolution must be filed with the registrar within 15 days under sections 29 and 30 of the Companies Act 2006. So we move some terms into the articles and keep others in the agreement. A private company may exclude pre-emption rights on new share issues in its articles.
United States. For a Delaware LLC, the operating agreement is the main document: the statute covers any agreement of the members on the affairs of the company, written, oral or implied, and a member is bound by it even without signing. We always put it in writing. For a Delaware corporation, since 1 August 2024 section 122 expressly allows the company to enter into contracts with stockholders, including undertakings to refrain from certain actions without their consent. Such terms are unenforceable against the company to the extent they conflict with the certificate of incorporation. We keep the share records together with the Delaware stock ledger.
European Union. In EU countries a shareholders agreement follows local company law, and the articles are often certified by a notary. We run these projects with partners in the country after company registration abroad.
If a foreign company is owned by Ukrainian tax residents, each partner holding more than 10 percent may fall under the Ukrainian CFC rules when Ukrainian residents together own 50 percent or more. We take this into account when splitting the shares.
A joint activity agreement suits partners who want to run a shared project without setting up a new company: under the Civil Code of Ukraine the parties undertake to act together toward a common goal without creating a legal entity.
The Commercial Code of Ukraine ceased to be in force on 28 August 2025 under Law No. 4196-IX, and the main rules on joint activity are now in the Civil Code.
Joint activity has its own tax accounting rules: the Tax Code of Ukraine treats the participants as a separate person within that activity, and an authorised participant keeps the accounts separately from its main business. We work out with the Crystal Tax accountants which regime applies in your case and whether the agreement has to be registered with the tax authority before signing. When the project grows, we move it into a Ukrainian LLC (TOV) or a foreign company with a shareholders agreement.
Usually, in our experience, a shareholders agreement takes 3–8 weeks from the first interview to signing, and most of the time goes into agreeing terms between the partners. Timing depends on the case, its details, the authorities and force majeure.
| Stage | Usually, in our experience |
|---|---|
| Partner interviews, choice of law and instrument | 3–7 business days |
| First draft of the agreement | 1–2 weeks after the interviews |
| Negotiation between partners and with the investor | 1–4 weeks, depending on the number of revision rounds |
| Translation and bilingual version | In parallel with negotiation |
| Signing | A few days with electronic signatures, longer when signing in different countries |
The notary and the registry are separate steps. In Ukraine the law requires written form for the corporate agreement itself, and a notary is needed for an irrevocable power of attorney, in cases where a member has required notarisation of deals with their share, and for some state registration documents, such as the signature on a member's application to exit a Ukrainian LLC (TOV). Changes of members and shares are registered in the Unified State Register, and a member is treated as having left the LLC from the date the exit is registered. Apostilles and translation of foreign documents add time that depends on the country of signing.
We price each shareholders agreement for the specific case: the cost depends on the number of partners, the governing law and how much negotiation there is between the parties.
We work under a written contract. We give an estimate within one business day of a short description of the task and send a quote with stages and timing.
A shareholders agreement touches money, equity and the relationship between partners, and clients trust us with it for five reasons:
For fourteen years we have registered and structured companies in 50+ jurisdictions. We know what registrars, banks and tax authorities expect from partners' documents from our own cases.
We prepare amendments to the articles and the register and work with registrars, notaries and partners in the country. From you we need decisions and signatures.
We handle registrar and notary comments at no extra charge within the scope of our contract. If a local lawyer or advocate is needed, we bring in a partner, and we remain responsible to you under our contract.
Company registration, the shareholders agreement, the partners' taxes, including Ukrainian CFC rules, and accounting are handled by Crystal Tax lawyers and accountants in one team.
Scope, timing and confidentiality are set out in our contract. We disclose the terms of your partnership agreement only to those who must receive them by law or procedure.
We prepare a shareholders agreement in six steps. The partners provide answers to our questions, decisions on disputed points and signatures, and we handle the rest.

If the partners first need to agree on the business model and roles, we start with a strategy session and draft the agreement based on its results.
To prepare a corporate or shareholders agreement we need information about the company, about each partner and about how the partners see the business developing.
We give the exact list after the first interview. We arrange translations, apostilles and powers of attorney ourselves.
Article 7 of the Law of Ukraine On Limited and Additional Liability Companies defines a corporate agreement as an agreement under which the members undertake to exercise their rights in a certain way or to refrain from exercising them.
Related rules. To secure obligations under a corporate agreement, a member may issue an irrevocable power of attorney, which must be notarised. The members' pre-emption right to buy a share does not apply if the corporate agreement to which the member is a party provides so. A member holding less than 50 percent may leave a Ukrainian LLC (TOV) at any time without the consent of the others, and the company pays the value of the share within one year unless the articles set a different period. For joint-stock companies, similar rules are in article 29 of the Law of Ukraine On Joint-Stock Companies, in force since 1 January 2023.
Shareholders agreement terms come from English-language practice and are used in agreements in any language.
| Term | What it means | When you need it |
|---|---|---|
| Vesting | A founder earns their share gradually over several years of work | Startups, partners who contribute different amounts of time |
| Cliff | An initial period before which no vested share is earned | A new partner whose contribution is still unproven |
| Good leaver and bad leaver | Terms for buying out a departing partner's share depending on the reason for leaving | Partners who work in the company |
| Drag-along | When the company is sold, the majority requires the minority to sell on the same terms | Plans to sell the business, investor entry |
| Tag-along | The minority may sell its share together with the majority on the same terms | Minority partners and investors |
| Right of first refusal | The partners have the first right to buy a share offered for sale | Almost always |
| Russian roulette, texas shoot-out | Deadlock exit mechanisms based on a buyout price offer | 50/50 companies |
| Non-compete, non-solicit | Ban on competing and on poaching clients and staff | Partners with access to clients and technology |
| IP assignment | Transfer to the company of rights to code, brand and work product | IT, products, brands |
A startup often gets its first money from a business angel or an accelerator before anyone has agreed on a valuation. Three documents are used for this.
| Document | What it is | Where it is used |
|---|---|---|
| SAFE, Simple Agreement for Future Equity | A short contract: the investor pays now and gets the right to shares later, when the SAFE converts into preferred shares in the next round. As Y Combinator describes it, a SAFE carries no interest and has no maturity date, and YC does not treat it as debt or a loan. Since 2018 the YC standard has been the post-money SAFE in three versions: a valuation cap with no discount, a discount with no cap, and no cap or discount with an MFN clause. The right to take part in the next round (pro rata) goes into an optional separate side letter. | US corporations, most often a Delaware C-Corp. YC also has valuation cap versions for companies in Canada, the Cayman Islands and Singapore |
| Convertible note | A loan with interest and a repayment date that turns into equity or shares at the next round on the terms of the agreement | Companies in many countries, including those where the SAFE is not in use |
| Term sheet | A short list of round terms: amount, valuation, investor rights, board composition. The parties decide which clauses are binding, usually confidentiality and exclusivity of negotiations | Before the investment documents are signed, in any jurisdiction |
In Ukraine. Ukraine has no separate law on SAFE. For a Ukrainian LLC (TOV) that is a Diia.City resident, the law provides for a loan agreement with an alternative obligation: at the lender's request the company admits the lender as a member or increases the lender's stake, and the loan amount counts as an additional contribution (article 29 of Law No. 1667-IX). Members approve such a loan unanimously unless the charter sets a different procedure. In an ordinary TOV, terms for buying and selling stakes can be set in the corporate agreement, and the investor can join it as an additional party: parts 1 and 3 of article 7 of the Law of Ukraine On Limited and Additional Liability Companies.
When a US investor comes in through a SAFE, the money usually goes into a US corporation, so we settle the structure first: a Delaware C-Corp for a startup, the transfer of product rights to it and the founders' shareholders agreement.
An ESOP, or option pool, is a part of the company set aside for employees and advisers. An employee gets the right to buy a stake or shares at a price fixed in advance, and that right is earned gradually on a vesting schedule. The cliff is the starting period before which no options vest.
We set out founder vesting, good and bad leaver terms and the pool size in the shareholders agreement and the charter so the documents stay consistent with each other.
Write two or three sentences about the company, how many partners there are and in which country, and what the agreement should settle. We assess the task within one business day and suggest the instrument, the governing law and the timeline. The first 10-minute call is free, a detailed 30-minute consultation costs €100.
Law of Ukraine On Limited and Additional Liability Companies, articles 7, 8, 20, 21, 24; Law of Ukraine On Joint-Stock Companies No. 2465-IX, article 29; Civil Code of Ukraine, chapter 77 Joint Activity; Tax Code of Ukraine, subparagraph 14.1.139, paragraph 64.6, article 39-2; Companies Act 2006, sections 29 and 30; Companies Act 2006, sections 561 and 567; Delaware Limited Liability Company Act, section 18-101; Delaware General Corporation Law, section 122; Delaware General Corporation Law, section 218; Delaware Senate Bill 313, 2024; Y Combinator, SAFE financing documents; Law of Ukraine No. 1667-IX On Stimulating the Development of the Digital Economy in Ukraine (Diia.City), articles 27, 29, 30; 26 U.S.C. § 83(b); IRS Form 15620, Section 83(b) Election. Content checked and updated on 27.09.2026.
Maksym Stepanenko
Managing Partner, Crystal Tax
International client projects since 2012: company structures, tax, immigration, DUNS and NCAGE. 50+ jurisdictions.
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