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The charter is the main document an LLC lives by. In 2026 there are two options: operate under a model charter provided by the state or draft your own. We explain the difference, when each is enough and how not to get the choice wrong.
The model charter is a standard document approved by the Cabinet of Ministers; you don’t need to draft or print it — the LLC simply “operates under the model charter”. A custom charter is drafted by the founders to fit their own rules: distribution of votes, the procedure for a member to exit, restrictions on selling shares. For a simple business the model charter is usually enough; for several partners or with an investor a custom one is better. You can switch from one to the other by a decision of the general meeting.
What an LLC charter is and why it matters
The charter sets the rules of the game inside the company: how decisions are made, what powers the director and the members’ meeting have, how a member can exit or sell their share, how profit is distributed. An LLC’s activity is governed by the Law “On Limited and Additional Liability Companies”, while the charter tailors these rules to your company.
Model charter: when it fits
The model charter is a standard document approved by a resolution of the Cabinet of Ministers. You don’t need to draft, print or store it: the Unified State Register simply notes that the LLC operates under the model charter. Through Diia you can select several optional settings (for example, the procedure for convening meetings).
The model charter is the optimal choice when:
- there is a single founder, or the partners fully trust one another;
- the business is standard, without a complex ownership structure;
- you need to register quickly and for free, including online via Diia;
- there is no need for special management rules or restrictions on transferring shares.
Custom charter: when you need it
A custom (individual) charter is drafted by the founders themselves. It lets you spell out what the model charter does not — and this is exactly what saves partnerships from conflict. A custom charter makes sense when:
- there are several partners and you need to clearly fix the distribution of votes and profit;
- you need restrictions on selling shares to third parties or a pre-emptive right for members;
- an investor is coming in or a shareholders’ agreement is planned;
- a special procedure for key decisions matters (increased quorum, veto right);
- you need to regulate the procedure for a member’s exit and payout of the share value.
How to change the charter
Switching from the model charter to a custom one (and vice versa) is formalised by a decision of the general meeting of members and registered in the Unified State Register. Any amendments to an existing custom charter are made the same way. More on this — in the article on registering and amending an LLC.
Frequently asked questions
How does the model charter differ from a custom one?
The model charter is a standard document from the state that you don’t need to draft; a custom one is drafted by the founders to fit individual rules of management and share distribution.
Can you register an LLC under the model charter?
Yes, it is the fastest route — including online via Diia with automatic registration within a few minutes.
How much does a charter cost?
The model charter is free. The cost of a custom charter is, where needed, the lawyer’s fee for drafting it and the notary’s fee.
Do you need a custom charter if there is a single founder?
Usually not — a single owner finds the model charter quite sufficient. A custom charter becomes important once partners or an investor appear.
Not sure which charter to choose?
We will analyse your business structure, prepare a custom charter to fit your rules or help you register under the model charter.
