Can the head of a legal entity resign without the owner's consent?

Against the backdrop of the imposition of martial law, and given the significant migration of citizens outside Ukraine’s borders, the issue of dismissing a manager without the owner’s consent—or that of the general meeting—was perhaps the most pressing.

When courts adjudicate cases of this nature, the decisive factors are the employee’s expressed consent to termination and their compliance with the termination procedure. In other words, the courts hold the view that any person (including a manager) has the right to resign by giving two weeks’ notice to the higher governing body.

Despite established positive case law, individuals were unable to implement such a court decision—specifically, by removing their information from the Unified State Register of Legal Entities and Individuals—due to the register’s physical inability to perform such a registration action, specifically, regarding the removal of information about the head of a legal entity without simultaneously entering information about a new one.

In March 2024, this problem was finally resolved, and it became possible to register the aforementioned court decisions by entering the notation “No Director” in the “Director” column of the registry, with the required information specified in the “Reason for the absence of the head” with the necessary information.

The Ministry of Justice of Ukraine announced the introduction of these changes in its Letter dated March 21, 2024, No. 44324/8.4.3/32-24, with particular emphasis on the fact that this feature may be used only if there is a corresponding court decision.

Let’s discuss together whether these changes will be effective!

The full text of the letter from the Ministry of Justice of Ukraine is available at the following link: