Agreements on Corporation’s Establishment

The author of the article has conducted the analysis of the state of the legislation and legal doctrine’s norms concerning the issue of the delimitation of agreements related to the formation and operation of corporate entities. The author has pointed out that the lack of resolution of the categories of «memorandum of association» and «agreement on corporation’s establishment», leads to their identification. Based on the study of the legal nature of these agreements and their characteristics the author has concluded about their different functional purpose. It has been proved that the memorandum of association for the no-limited company and limited entity is simultaneously an agreement on the creation and founding document, as well as establishes the corporate relationships between their members from the moment of its signporation’s establishment is not a constituent document for a joint stock company and a limited liability company, it only establishes mandatory relations between the founders in the process of forming the corporation, and as a rule is terminated after the accomplishment of the duties by the founders associated with the state registration of a legal entity and the formation of its share capital. It has been noted that the Civil Code of Ukraine has no clear systematization of the provisions both about the memorandum of association and the agreement on corporation’s establishment. At the same time, the existing legal norms chaotic placement about such agreements is
devoid of theoretical grounds. It has been proved that the absence of unified and structured provisions in the civil legislation concerning the corporations’ memorandum of association – associations and the agreement on corporations’ establishment – pooling of capital does not meet the requirements of the law enforcement practice.