Judgment of Kyiv Court of Appeal in the case 752/17971/24 dated 9 September 2026

KYIV COURT OF APPEAL

03110, Kyiv, 2-a Solomianska Street, e-mail: [email protected]

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Unified unique case number No. 752/17971/24 Presiding judge in the court of first instance: A. O. Mytrofanova

Proceeding number No. 22-ts/824/12619/2026 Judge-rapporteur in the court of appeal: M. A. Yavorskyi

RESOLUTION

IN THE NAME OF UKRAINE

9 September 2026, Kyiv

The Kyiv Court of Appeal, sitting as a panel of judges of the Judicial Chamber for Civil Cases:

Presiding judge: M. A. Yavorskyi, judges: T. Ts. Kashperska, V. O. Finaheiev, with the participation of the clerk A. M. Marchenko, having considered in an open court hearing the civil case on the appeal of Closed Joint-Stock Company "Veika", filed by its representative Andrii Yevhenovych Kubko, against the ruling of the Holosiivskyi District Court of Kyiv City of 14 May 2026, delivered under the presidency of judge A. O. Mytrofanova, in the city of Kyiv, in the case on the motion of Closed Joint-Stock Company "Veika" for recognition and grant of leave for compulsory enforcement on the territory of Ukraine of a decision of a Lithuanian court on the recovery of funds from PERSON_1,

FOUND:

In August 2024, the Holosiivskyi District Court of Kyiv City received a letter from the Ministry of Justice of Ukraine, to which was attached the motion of Closed Joint-Stock Company "Veika" for recognition and grant of leave for compulsory enforcement on the territory of Ukraine of a decision of a Lithuanian court on the recovery of funds from PERSON_1, who, according to the materials of the motion, owns a share in Limited Liability Company "Independent Recruiting Agency", located at: 42 Pyrohivskyi Shliakh Street (Chervonopraporna), office 10, Kyiv, 03083.

The motion is based on the fact that, by the decision of the Vilnius Regional Court of the Republic of Lithuania of 18 August 2021, the respondents PERSON_2 and PERSON_1 were ordered to pay CJSC "Veika" funds in the amount of EUR 138,000.00, EUR 136,500.00 in penalty, 5% per annum on the amount recovered from the date of commencement of the proceedings in the case on 23 June 2021 until full performance of the court decision, and court costs in the amount of EUR 5,333.

In Ukraine, the respondents own 70.01 percent of the shares of LLC "Independent Recruiting Agency". On INFORMATION_1, PERSON_2 died. After his death, on INFORMATION_2, PERSON_1 accepted the inheritance. The applicant considers that, since the latter accepted the inheritance from PERSON_2, there are all grounds for recovering the debt from her in performance of the decision of the Vilnius Regional Court of the Republic of Lithuania of 18 August 2021.

By the ruling of the Holosiivskyi District Court of Kyiv City of 14 May 2026, the motion of CJSC "Veika" was left without consideration.

Disagreeing with the said court decision, the representative of CJSC "Veika", A. Ye. Kubko, filed an appeal requesting that the challenged ruling of the court of first instance be set aside and a new ruling be delivered recognising and granting leave for compulsory enforcement on the territory of Ukraine of the decision of the Vilnius Regional Court of the Republic of Lithuania of 18 August 2021, which entered into legal force on 8 September 2021.

The appeal is substantiated by the argument that the court of first instance groundlessly returned the motion, referring to Article 466(4) of the Civil Procedure Code of Ukraine, without specifying which requirements as to its content or the attached documents had been breached.

The motion of CJSC "Veika" complied with the requirements of parts one to three of Article 466 of the Civil Procedure Code of Ukraine, and all documents provided for by Article 43(4) of the Treaty between Ukraine and the Republic of Lithuania of 7 July 1993 were attached to it. The court did not establish the absence of any of the mandatory documents and therefore had no grounds for returning the motion.

The court's reference to the death of one of the joint and several debtors is likewise not a ground for returning the motion. The foreign court's decision was rendered in respect of two joint and several debtors, one of whom, PERSON_1, remains a debtor.

In addition, she is the heir of the deceased PERSON_2 and has therefore acquired the right to his share in the authorised capital of the Ukrainian company, which evidences that she has a property interest on the territory of Ukraine and precludes the conclusion that there are no grounds for considering the motion.

The appellant states that the court of first instance incorrectly applied the rules of substantive law. Decisions of courts in civil cases that have entered into legal force are subject to recognition and enforcement on the territory of Ukraine.

At the same time, the grounds for refusing recognition and enforcement of such a decision are set out in Article 45 of the Treaty and are exhaustive. None of them has been established in this case, and the court of first instance did not specify which of the grounds provided for by Article 45 it applied.

No response to the appeal was received by the court of appeal.

During the appellate hearing of the case, the representative of the interested party LLC LLC "Independent Recruiting Agency", D. V. Mykhailenko, objected to the arguments set out in the appeal and requested that it be dismissed and that the ruling of the court of first instance be upheld, since the arguments on which the appellant relies do not refute the circumstances established by the court in considering the case or the conclusions set out in the court's decision. He considers that the court's ruling was delivered in compliance with the rules of substantive law and the rules of procedural law.

The other duly notified participants in the case did not appear.

In accordance with the requirements of Articles 130 and 372 of the Civil Procedure Code of Ukraine, the failure to appear of the parties or other persons participating in the case who have been duly notified of the time and place of the hearing does not prevent the consideration of the case, and therefore the panel of judges considers it possible to hear the case in their absence.

Having heard the report of the judge-rapporteur and the explanations of the representatives of the claimant and the respondent in the case, having examined the case materials, having ascertained the circumstances of the case and having discussed the arguments of the appeal, the panel of judges has concluded that the appeal is not to be allowed on the following grounds.

In considering the case, the court of first instance established that, by the decision of the Vilnius Regional Court of the Republic of Lithuania of 18 August 2021, the respondents PERSON_2 and PERSON_1 were ordered to pay CJSC "Veika" funds in the amount of EUR 138,000.00, EUR 136,500.00 in penalty, 5% per annum on the amount recovered from the date of commencement of the proceedings in the case on 23.06.2021 until full performance of the court decision, and court costs in the amount of EUR 5,333.

According to the Extract from the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Associations, PERSON_2 owns 70.01 percent of the shares of Limited Liability Company "Independent Recruiting Agency".

In 2021, PERSON_2 died.

According to the extract from the register of wills of 7 May 2024, after the death of PERSON_2 an inheritance was opened, which was accepted on 6 January 2022 by his wife PERSON_1.

In deciding on the motion filed, the court of first instance reasoned its conclusion by the fact that the extract from the register of wills of the Republic of Lithuania of 7 May 2024 cannot in itself evidence the admission of the citizen of the Republic of Lithuania PERSON_1 to the members of LLC "Independent Recruiting Agency", since there is a statutory procedure for the transfer to the heir of a natural person who is a member of a limited liability company of the member's (testator's) share in the authorised capital, for the heir's admission to the company and for payment of monetary compensation.

The court of first instance stated that the motion for recognition and grant of leave for compulsory enforcement on the territory of Ukraine of the decision of the Lithuanian court was filed in respect of the debtor PERSON_1, who does not reside on the territory of Ukraine, and that the motion contains no evidence that the latter owns a share in LLC "Independent Recruiting Agency".

Thus, the court concluded that, since the materials of the motion contain no evidence that PERSON_1 owns a share in LLC "Independent Recruiting Agency", this makes it impossible for the court to decide whether there are grounds for recognition and grant of leave for compulsory enforcement on the territory of Ukraine of the decision of the Lithuanian court on the recovery of funds from PERSON_1, and accordingly the court considered it necessary to leave the motion without consideration.

The court of appeal agrees with the conclusions of the court of first instance for the following reasons.

Pursuant to Article 263(1), (2) and (5) of the Civil Procedure Code of Ukraine, a court decision must be based on the principles of the rule of law and be lawful and well-founded. A lawful decision is one adopted by the court in accordance with the rules of substantive law and in compliance with the rules of procedural law. A well-founded decision is one adopted on the basis of fully and comprehensively ascertained circumstances on which the parties rely as the basis of their claims and objections, confirmed by the evidence examined at the court hearing.

The ruling of the court of first instance leaving the motion filed without consideration complies with the said requirements of the law, in view of the following.

Pursuant to Article 81 of the Law of Ukraine "On Private International Law", decisions of foreign courts in cases arising from civil, labour, family and commercial legal relations, judgments of foreign courts in criminal proceedings in the part relating to compensation for harm and damage caused, as well as decisions of foreign arbitrations and other bodies of foreign states whose competence includes the consideration of civil and commercial cases, that have entered into legal force, may be recognised and enforced in Ukraine, except in the cases provided for by part two of this Article. Decisions of foreign courts in cases concerning the recovery of debt from an enterprise of the defence-industrial complex in favour of a legal entity of the aggressor state and/or the occupying state, or of a legal entity with foreign investments or a foreign enterprise of the aggressor state and/or the occupying state, may not be recognised and enforced in Ukraine.

Pursuant to Article 82 of the Law of Ukraine "On Private International Law", recognition and enforcement of the decisions specified in Article 81 of this Law are carried out in the manner established by the law of Ukraine.

The materials of this case confirm that on 22 August 2024 the Holosiivskyi District Court of Kyiv City received from the Ministry of Justice of Ukraine a motion submitted by CJSC "Veika" (Republic of Lithuania, 02243 Vilnius, Baltosios Vokės St., 37) for recognition and grant of leave for compulsory enforcement on the territory of Ukraine of the decision of the Vilnius Regional Court in civil case No. e2-2489-619/2021 of 18 August 2021 on the recovery of funds from PERSON_1, who, according to the materials of the motion, owns 70.01 percent of the shares of LLC "Independent Recruiting Agency", located at: 42 Pyrohivskyi Shliakh Street (Chervonopraporna), office 10, Kyiv, 03083.

The motion states that the decision is to be enforced on the territory of Ukraine, and that the respondent PERSON_2 owns 70.01 percent of the shares of LLC "Independent Recruiting Agency". On INFORMATION_1, PERSON_2 died. After his death, on INFORMATION_2, PERSON_1 accepted the inheritance. The applicant considers that, since the latter accepted the inheritance from PERSON_2, there are all grounds for levying execution on the above-mentioned share in LLC "Independent Recruiting Agency" as having passed by way of inheritance to the debtor PERSON_1.

According to the Extract from the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Associations, PERSON_2 owns 70.01 percent of the shares of Limited Liability Company "Independent Recruiting Agency".

According to the extract from the register of wills of 7 May 2024, after the death of PERSON_2 an inheritance was opened, which was accepted on INFORMATION_2 by his wife PERSON_1.

Paragraphs 1 and 2 of Article 1219(1) of the Civil Code of Ukraine provide that the estate does not include rights and obligations inseparably connected with the person of the testator, in particular: personal non-property rights; the right to participate in companies and the right of membership in associations of citizens, unless otherwise established by law or by their constituent documents.

Article 54 of the Law of Ukraine "On Business Companies" provides that, upon the withdrawal of a member from a limited liability company, the member is paid the value of the part of the company's property proportionate to the member's share in the authorised capital. The payment is made after the approval of the report for the year in which the member withdrew from the company and within up to 12 months from the date of withdrawal.

Pursuant to Article 55 of the Law of Ukraine "On Business Companies", upon the reorganisation of a legal entity that is a member of the company, or in connection with the death of a citizen who is a member of the company, the successors (heirs) have a pre-emptive right to join that company. If the successor (heir) refuses to join the limited liability company, or the company refuses to admit the successor (heir), the successor (heir) is given, in monetary or in-kind form, the share in the property that belonged to the testator, the value of which is determined as of the day of the reorganisation or liquidation (death) of the member.

According to the clarification set out in paragraph 9 of Resolution of the Plenum of the Supreme Court of Ukraine No. 7 "On Judicial Practice in Inheritance Cases" of 30 May 2008, when resolving a dispute over the inheritance of a member's share in a business company, it must be taken into account that this is permitted by Articles 130, 146, 166 of the Civil Code of Ukraine and Articles 55, 69 of the Law of Ukraine of 19 September 1991 No. 1576-XII "On Business Companies" and does not fall under the prohibition of paragraph 2 of Article 1219(1) of the Civil Code of Ukraine; in this case, what is inherited is not the right to participate but the right to a share in the authorised (pooled) capital.

That is, the personal non-property right to participate in a company terminates upon the death of the natural person who is a member, and the heir (successor) inherits not the right to participate in the company but only the right to a share in the company's authorised capital. After acquiring a share in the authorised capital, the heirs (successors) acquire the pre-emptive right to join that company provided for by Article 55 of the Law of Ukraine "On Business Companies", but such an heir does not automatically acquire the right to participate in the company.

Article 23 of the Law of Ukraine "On Limited and Additional Liability Companies" provides that, in the event of the death or termination of a member of the company, the member's share passes to the member's heir or successor without the consent of the members of the company. In the event of the death of, or a court declaration that a member who is a natural person is missing or deceased, or the termination of a member that is a legal entity, whose share in the authorised capital of the company is less than 50 percent, and if, within one year from the date of expiry of the time limit for accepting the inheritance established by law, the heirs (successors) of such member have not filed an application to join the company in accordance with the law, the company may exclude the member from the company. Such a decision is adopted without taking into account the votes of the member being excluded. If the share of such a member in the authorised capital of the company is 50 percent or more, the company may adopt decisions related to the liquidation of the company without taking into account the votes of that member.

Article 17(5) of the Law of Ukraine "On State Registration of Legal Entities, Individual Entrepreneurs and Public Associations" provides that, for the state registration of changes to information on the amount of the authorised capital, the amounts of shares in the authorised capital or the composition of the members of a limited liability company or an additional liability company, the following documents are submitted: 1) an application for state registration of changes to the information on the legal entity contained in the Unified State Register; 2) a document on payment of the administrative fee; 3) one of the following relevant documents: a) a decision of the general meeting of members (decision of the sole member) of the limited liability company or additional liability company on determining the amount of the authorised capital and the amounts of the members' shares; b) a decision of the general meeting of members of the limited liability company or additional liability company on the exclusion of a member from the company; c) an application to join the limited liability company or additional liability company; d) an application to withdraw from the limited liability company or additional liability company; d-1) an act of acceptance and transfer of a share (part of a share) in the authorised capital of the limited liability company or additional liability company; e) a court decision that has entered into legal force on determining the amount of the authorised capital of the limited liability company or additional liability company and the amounts of the members' shares in such company; f) a court decision that has entered into legal force on the recovery (reclaiming from possession) from the respondent of a share (part of a share) in the authorised capital of the limited liability company or additional liability company; 4) the ownership structure in the form and with the content determined in accordance with the law. In the case of state registration of changes to the information contained in the Unified State Register related to the admission of a foreign legal entity to the members of a limited liability company or additional liability company, a document confirming the registration of the foreign person in the country of its location (an extract from the trade, banking or court register, etc.) is also submitted. In the cases established by this Law, state registration of changes to the information on the composition of the members of the company, as well as on its ultimate beneficial owners, may be carried out on the basis of a notification of discrepancies identified between the information on the ultimate beneficial owners and the ownership structure of a client obtained by the entities provided for by law as a result of due diligence and the information placed in the Unified State Register (in particular, on the identification of incompleteness, inaccuracy or errors in the information on the ultimate beneficial owner or ownership structure contained in the Unified State Register). The authenticity of the signatures of the members who voted for the decisions specified in subparagraphs "a" and "b" of this part is certified by a notary with mandatory use of special forms of notarial documents. If, in the cases provided for by law, such a decision is adopted without taking into account the votes of members in connection with the occurrence of a certain circumstance, a document confirming the occurrence of such circumstance is submitted. The authenticity of the signatures on the document specified in subparagraph "c" of this part is certified by a notary, with mandatory use of special forms of notarial documents. A notarised copy of the certificate of the right to inheritance is submitted together with such document. To confirm the succession of a legal entity, the information of the Unified State Register is used, including the constituent documents of such legal entity contained in the Unified State Register. The authenticity of the signatures on the document specified in subparagraph "d" of this part is certified by a notary with mandatory use of special forms of notarial documents. If, in accordance with the law or the company's charter, the consent of the other members to the withdrawal from the company is required, such consent is also submitted, the authenticity of the signatures on which is certified by a notary. The authenticity of the signatures on the document specified in subparagraph "d-1" of this part is certified by a notary with mandatory use of special forms of notarial documents. The effect of this part regarding notarial certification of the authenticity of a signature does not extend to state registration of changes to the information on a legal entity that are made on the basis of documents created on the electronic services portal or using the Unified State Web Portal of Electronic Services and signed using means of electronic identification with a high level of trust.

The resolution of the Grand Chamber of the Supreme Court of 8 June 2021 in case No. 906/1336/19 (proceeding No. 12-2hs21) states that, from the moment of state registration of a share in the authorised capital of a company in the name of the acquirer, possession of the share passes to the acquirer and the acquirer obtains the status of a member of the company, which enables the acquirer to exercise the rights arising from the share, since, pursuant to Article 10(1) of the Law of Ukraine "On State Registration of Legal Entities, Individual Entrepreneurs and Public Associations", if documents and information subject to entry into the Unified State Register have been entered into it, such documents and information are deemed reliable and may be used in a dispute with a third party. That is, the information of the Unified State Register performs the function of announcing rights to a share to an indefinite circle of third parties (see also the resolutions of the Grand Chamber of the Supreme Court of 7 November 2018 in case No. 488/5027/14-ts (proceeding No. 14-256tss18, paragraph 96) and of 30 June 2020 in case No. 19/028-10/13 (proceeding No. 12-158hs19, paragraph 10.29)). From the same moment, ownership of the share passes to the acquirer of the share in the authorised capital of the company under the agreement, unless otherwise established by the agreement or by law. Accordingly, the moment of acquisition of the right to a share in the authorised capital (ownership right) and the moment of acquisition of the rights arising from the share (the right to participate in the business company) differ and may not coincide in time. The conclusion of a transaction for the alienation of a share in the authorised capital is the legal basis for acquiring the right to the share (ownership of the share), and therefore the moment of acquisition of the right to the share may be determined by the terms of such transaction. At the same time, the moment of transfer of the corporate rights arising from a share in the authorised capital that has been transferred to another person is the legal fact of registration in the state register of the change in the composition of members on the basis of the act of acceptance and transfer submitted by one of the parties.

The panel of judges of the court of appeal agrees with the conclusion of the court of first instance that the extract from the register of wills of the Republic of Lithuania of 5 September 2022 No. IK 20-5623(22) cannot in itself evidence the admission of the citizen of the Republic of Lithuania PERSON_1 to the members of LLC "Independent Recruiting Agency", since Ukraine has a statutory procedure for the transfer to the heir of a natural person who is a member of a limited liability company of the member's (testator's) share in the authorised capital, for the heir's admission to the company and for payment of monetary compensation.

The argument in the appeal that the foreign court's decision was rendered in respect of two joint and several debtors, one of whom, PERSON_1, remains a debtor, and that therefore there are all grounds for recovering the funds provided for by the decision of the Vilnius Regional Court of 18 August 2021, and that she is the holder of a property interest on the territory of Ukraine which she has the legal and factual ability to exercise in Ukraine as the heir of PERSON_2, cannot be recognised as well-founded, since in respect of a person who has no legal connection whatsoever with the jurisdiction of Ukraine, has no property on the territory of Ukraine and does not reside in Ukraine, a motion for recognition and grant of leave to enforce on the territory of Ukraine a decision of a Lithuanian court on the recovery of funds cannot be decided by a competent court.

Therefore, in deciding on the motion filed, the court of first instance correctly determined the nature of the disputed legal relationship and the rules of substantive law to be applied, fully and comprehensively examined the evidence in the case and gave it a proper assessment, and correctly established the circumstances of the case, as a result of which it adopted a lawful and well-founded court decision that complies with the requirements of substantive and procedural law.

Pursuant to Article 367(1) of the Civil Procedure Code of Ukraine, the court of appeal reviews the case on the basis of the evidence available in it and additionally submitted evidence and verifies the lawfulness and validity of the decision of the court of first instance within the limits of the arguments and claims of the appeal.

Since the court's conclusions correspond to the actual circumstances of the case, and the court decision adopted, in the challenged part, complies with the requirements of substantive and procedural law, there are no grounds for setting it aside.

Pursuant to Article 375 of the Civil Procedure Code of Ukraine, the court of appeal dismisses the appeal and upholds the court decision if it finds that the court of first instance adopted the court decision in compliance with the rules of substantive and procedural law.

Guided by Articles 367, 374, 375, 381, 382, 383, 384 of the Civil Procedure Code of Ukraine, the Kyiv Court of Appeal

RESOLVED:

The appeal of Closed Joint-Stock Company "Veika", filed by its representative Andrii Yevhenovych Kubko, shall be dismissed.

The ruling of the Holosiivskyi District Court of Kyiv City of 14 May 2026 shall be upheld.

The resolution of the court of appeal enters into legal force from the date of its adoption and may be appealed in cassation directly to the Supreme Court within 30 days from the date on which the full text of the resolution is drawn up.

The full text of the resolution was drawn up on 10 September 2026.

Presiding judge: M. A. Yavorskyi

Judges: T. Ts. Kashperska

V. O. Finaheiev