Its authors are People's Deputies of Ukraine from the Committee on Economic Development Roksolana Podlasa, Andrey Zhupanyn, Yaroslav Zheleznyak. Specialists from the National Securities and Stock Market Commission, the National Depository of Ukraine, experts from the legal community were involved in the preparation of the legislative changes.

As it is stated in the explanatory note to the bill, it aims to increase the level of corporate governance in companies in accordance with European practices and standards, which will help to protect the rights of investors and increase opportunities for raising capital.

In particular, the document introduces amendments to the COD of Ukraine, the Central Committee of Ukraine, the Civil Code of Ukraine, the Laws of Ukraine "On limited and additional liability companies", "On securities and the stock market" and "On the depository system in Ukraine", other acts of legislation and presentation in the new wording of the Law of Ukraine "On Joint Stock Companies", which provides:

• improving the issue of holding a general meeting of a joint-stock company by introducing a mechanism for holding a general meeting using electronic voting. At present, Article 48 of the Law on Joint Stock Companies provides for the holding of a general meeting of shareholders through absentee voting (polling), but its implementation is not possible in practice. This law will allow to hold both traditional in-person general meetings and electronic general meetings - electronic voting. Both types of fees will be held through an authorized electronic system - the Central Depository's software and hardware;
• introducing the activities of a corporate rights advisor to disseminate research, to provide advice and any other recommendations on corporate rights;
• introduction at the legislative level of requirements for corporate governance of professional stock market participants;
• the possibility of electing a joint-stock company with one-tier management structure by creating a board of directors of the joint-stock company, which will exercise control and management over the activity of the joint-stock company, with simultaneous anticipation of cases of mandatory application of an exclusively two-tier joint-stock management structure. It should be noted that currently there is only a two-tier corporate governance system in Ukraine. The legislation does not provide for the obligation of the Supervisory Board in LLC and PJSC. The law proposes to allow the creation of two-level governing bodies - one-tier board system and two-tier board system - by giving companies the right to choose a particular corporate governance model and to introduce a proportionate approach to corporate governance that takes into account the size of the company, its social importance, type of business model, etc .;
• regulation of the issue of the post of corporate secretary in joint-stock companies, determination of its competence and powers, as well as the procedure for election and recall of the corporate secretary;
• exclusion from the Law of Ukraine "On Joint-Stock Companies" of the rules requiring the existence in the joint-stock companies of the Audit Committee (Auditor);
• expanding the circle of persons who have the right to go to court with a derivative claim;
• regulation of the issue of liability of officials of a joint-stock company, in particular by providing for a mechanism of compensation for their losses, establishing restrictions on the employment of positions in a joint-stock company and the possibility of early termination of powers of officials of a joint-stock company in the case of causing such losses to a joint-stock company;
• introduction of a mechanism for accounting of shares of limited and additional liability companies in the accounting system of the Central Securities Depository;
• Regulation of merger, acquisition, separation and division of joint stock companies in accordance with the provisions of Directive 2017/1132 / EC of 14 June 2017 on certain aspects of company law.

Thus, if the bill is passed, it will provide:

• the issue of holding a general meeting of a joint-stock company by introducing a mechanism for holding a general meeting using electronic voting has been improved;
• a Corporate Rights Adviser Institute has been established to disseminate research, consultancy and any other corporate rights recommendations;
• the possibility of electing a joint-stock company a one-tier management structure of such a company;
• the mechanism of accounting of shares of limited liability companies and additional liability in the accounting system of the Central Securities Depository has been introduced;

Currently, any registration actions with shares of LLC are carried out by state registrars by amending the Unified State Register. The law gives another option - the company may decide on the accounting of shares in the accounting system maintained by the Central Securities Depository. These include additional protection of ownership of shares in the company, guaranteeing the fulfillment of obligations for transactions in shares, technological way of holding general meetings of the company, additional opportunities for information exchange during corporate events.

As authors of the project say, the adopted changes will help to bring the legislation of Ukraine on companies in line with the best world practices and requirements of the EU legislation and will increase the position of Ukraine in the international rating Doing Business under the indicator "Minority Investor Protection".