Supply Agreement: How to Verify the Signatory for an Individual Entrepreneur or an LLC with a Director or Collegial Executive Body Consisting of Natural Persons

Before signing a supply agreement, obtain a current official extract from the Unified State Register (USR). Check that the supplier and signatory match those named in the agreement, and verify the documents confirming authority and any required approvals. If discrepancies remain unresolved or the documents cannot be reliably verified, postpone your own signing and any advance payment until verification is complete.

This procedure covers an individual entrepreneur signing personally or through a representative under a power of attorney, and an LLC with a director who is a natural person, a collegial executive body consisting of natural persons, or a representative acting under a power of attorney. The check establishes the contracting party, the signatory’s identity and the scope of their authority. A USR entry does not guarantee that a supplier acts in good faith.

Obtain your own current USR extract

Ask the supplier for its registration details and order an official extract yourself. Select the current date and time as the point for which information is requested: an extract may also be generated for a past date, so its creation date alone does not establish whether its contents are current.

For a paper extract, contact a state registrar, an Administrative Services Centre (ASC) or a notary. Procedure No. 1692/5 allows you to apply to any state registration entity other than the Ministry of Justice and its territorial body, or to a notary. Bring an identity document. The provider will tell you the full fee; payment must precede receipt of the extract. The location where the paper registration file is kept does not restrict access to an extract.

The Procedure also provides for electronic access through the electronic services portal after electronic identification at a substantial or high level of assurance and payment. The generated document can be downloaded. The Diia extract service provides information about the user themselves, so do not use it as a universal way to order an extract about another supplier.

• For an LLC, check its full name and EDRPOU code, its head, other persons authorized to act on behalf of the company, and any restrictions on representation.
• For an individual entrepreneur, check their full name, registration details, information about representatives and any restrictions on their authority. For searches, the Procedure provides for identifiers including the full name and taxpayer registration number (RNOKPP).
• Review any information about termination or termination proceedings. If such an entry exists, suspend signing to determine separately who the proper signatory is.
• Check the date to which the information relates, and the extract’s number, date and time of generation. Compare your own extract with the supplier’s document.

The RNOKPP and passport details are not publicly available USR information. A masked number in an extract cannot be checked against the agreement. The entry “no information available” means there was no result for the parameters entered: first check that the identifiers are correct.

Paper and electronic extracts have equal legal force. A paper extract is issued without a special form, the provider’s signature or a seal. Verify the document’s origin by obtaining your own official extract and comparing the information.

If electronic access is unavailable, request a fresh official extract and the supplier’s documents, and obtain an extract through the paper procedure. Keep both sets for comparison.

Identify who will sign the agreement

The set of documents below is recommended for verification before entering into an agreement. Request the documents needed for the specific signing arrangement.

Check the LLC’s charter and the head’s appointment

An LLC acts through its bodies in accordance with the law and its constituent documents. A director or chair of a collegial executive body may act without a power of attorney. The charter may allow particular members of a collegial body to do so, or require them to act exclusively jointly.

Read the provisions on competence, contract signing and restrictions. Check the election decision against the USR. Election falls within the competence of the general meeting, but the charter may assign this matter to the supervisory board. In an LLC with one member, that member records the relevant decision in writing. If an acting head signs, request documentary evidence of the basis for their authority.

To decide a matter within the executive body’s competence that falls outside the company’s ordinary day-to-day activity, the chair of the collegial executive body must convene a meeting of that body. The charter may set corresponding restrictions based on the agreement’s amount, type or subject matter. A decision is adopted by a majority of the votes of all members unless the charter requires more; a member of the body may not transfer their vote to another person. If the body includes a non-executive director, take account of the restrictions on their involvement in day-to-day operations: such involvement is permitted through participation in decisions of the board of directors or its committee.

For an LLC using the model charter, identify the specific selected version by its numerical code in the USR. The model charter has multiple options. A change to the selected version takes effect on the date the relevant changes are registered by the state. An extract for the current date includes a scanned copy of the constituent document if it is available in the electronic registration file.

Check the power of attorney and any substitution of a representative

A power of attorney is a written document authorizing representation before third parties. Check the principal, representative and authority to sign this specific supply agreement. Authority to conduct negotiations does not by itself grant authority to conclude an agreement. An LLC’s power of attorney must be issued by a body or person authorized by the constituent documents.

• Check the date of execution: without it, the power of attorney is void.
• Check its term. If no term is specified, the power of attorney remains in effect until terminated.
• Compare the permitted agreements, amounts and other restrictions with the final agreement text.
• Check the form: it must correspond to the form required by law for the transaction.
• Ask the principal for current confirmation that the power of attorney has not been revoked, and review any notices received about its termination.

The principal may revoke a power of attorney at any time, except an irrevocable one, and must immediately notify the representative and those third parties known to the principal before whom the power of attorney was issued for representation. Rights and obligations arising from a transaction entered into before the representative learned or could have learned that the power of attorney had been revoked remain effective for the principal and the principal’s successors. This rule does not apply if the third party knew or could have known that the power of attorney had terminated.

Representation also terminates when the term expires, the representative renounces their authority, the relevant legal entity terminates, or the principal or representative dies or undergoes changes in civil capacity specified by law. After the principal’s death, authority is preserved for urgent matters or actions whose omission may cause losses. If the supplier relies on this exception, suspend signing to determine separately whether it applies.

Where a representative transfers authority to a substitute, request the primary power of attorney and the document transferring authority. Check the basis for the transfer: a contract, the law or necessity to protect the principal’s interests. Also check whether the representative notified the principal of the transfer and provided the necessary information about the substitute. Failure to notify makes the representative liable for the substitute’s actions as for their own. A power of attorney issued to a substitute to sign a supply agreement must be notarized; the exception in part 4 of Article 245 of the Civil Code concerns receiving payments and postal correspondence. In the cases provided for in part 3 of that Article, certification by the officials specified there is equivalent to notarization; check the official’s authority and whether the relevant conditions apply. The term of the substitute’s authority cannot exceed the term of the primary power of attorney. When the primary representation terminates, the substitute’s authority ceases to be valid.

If a representative acts for both parties simultaneously or in their own interests, check whether such representation is permitted. The general prohibition in Article 238 of the Civil Code has exceptions, including commercial representation; simultaneous commercial representation of several parties is permitted with their consent or in cases established by law.

Determine whether corporate consent is required

A significant transaction is an agreement for which the law or charter sets a special approval procedure based on value or other criteria. Request the latest approved financial statements and compare the value of the subject matter of the agreement with the LLC’s net assets.

If the value exceeds 50% of net assets according to those statements, consent is given exclusively by the general meeting unless the charter provides otherwise. Decisions on other significant transactions are also made by the general meeting unless the charter provides otherwise. Check all applicable charter criteria. If the company could have entered into one significant transaction instead of several agreements, each of them is considered significant.

Under the model charter, option 40.1 allows a transaction exceeding 50% of net assets without separate consent from the general meeting only if it does not meet another charter criterion for a significant transaction. Option 40.2 requires a separate decision. To verify the consent decision, check the selected option in clause 33.10: a majority, two-thirds or three-quarters of the votes of all members entitled to vote on that matter, or their unanimous decision. Under clause 24 of the model charter, each member’s voting power is proportional to their share of the charter capital.

Separately check whether the LLC is entering into the contract with one of its officers or that officer’s affiliated person; a member who, alone or together with affiliated persons, holds a 20% share of the charter capital, or that member’s affiliated person; a legal entity whose governing body includes any of those persons; a person to whom the LLC’s executive functions have been transferred in cases provided for by law; or another person specified in the charter. Compare these circumstances with the current charter’s criteria for interested-party transactions. If the members have not agreed to establish this procedure in the charter, the rules of Article 45 do not apply. Under the model charter, option 42.1 does not define an approval procedure, while 42.2 requires notification of the interest and consent from the general meeting before the transaction is concluded.

Article 46 governs breaches of the consent procedure: the LLC’s rights and obligations arise after subsequent approval in the proper manner, with effects dating from the time of the transaction. Article 92 of the Civil Code also applies to significant transactions: restrictions on representation are effective against a third party if the LLC proves that the third party knew or, in all the circumstances, could not have been unaware of them. Obtain the required consent before signing; do not rely on future approval.

Verify identity and electronic signature separately from authority

For a paper agreement, check the signatory’s identity against an identity document and the documents establishing their authority. Limit the collection of personal data to the purpose of verification: the data collected must be relevant and not excessive.

For an electronic agreement, verify the signature through the Central Certifying Authority (CCA) service or a qualified provider. Review the result and the signatory’s details. For a qualified electronic signature (QES), verification includes, among other things, the validity of the qualified certificate when the signature was created and the integrity of the signed data. Keep the signed file and verification result.

A QES has the legal force of a handwritten signature. Check the identified natural person against the USR, charter, appointment decision or power of attorney: a successful signature verification does not replace verification of authority. For another type of electronic signature, check the legal basis or the procedure for its use agreed in writing; failure to meet QES requirements alone is not grounds for rejecting the signature as evidence in court.

Illustrative example: the agreement amount exceeds the authority granted by the power of attorney

Suppose an individual entrepreneur’s representative has a valid power of attorney to sign supply agreements worth up to UAH 100,000 each. The final agreement amount is UAH 120,000, with an advance payment of UAH 30,000. The agreement exceeds the authority limit by UAH 20,000; the advance payment amount does not change that.

Postpone signing. Request a power of attorney granting sufficient authority or ask the individual entrepreneur to sign personally. Under Article 241 of the Civil Code, a transaction made beyond the scope of authority requires subsequent approval by the principal. All amounts here are illustrative; UAH 100,000 is the limit in the specific power of attorney in this example.

Record the result before signing

Keep your own extract, the supplier’s documents, the basis for the signatory’s authority, required decisions and the final agreement text. Record any discrepancies found and the documents used to resolve them. Before signing, check the identity, amount, scope of authority and approvals against the final agreement again.

Official sources

• Law No. 755-IV “On State Registration of Legal Entities, Individual Entrepreneurs and Public Associations”: Article 9, parts 2 and 4; Articles 10–11.
• Procedure for Providing Information from the USR, approved by Ministry of Justice Order No. 1692/5: Section I, paragraphs 2–4 and 7; Section II, paragraphs 1–5; Section III, paragraphs 1–3; Section VI, paragraphs 2, 4–5.
• Civil Code of Ukraine No. 435-IV: Article 92, parts 1 and 3; Article 207, parts 2–3; Articles 237–238, 240–241, 243–249.
• Law No. 2275-VIII “On Limited Liability Companies and Additional Liability Companies”: Article 11, parts 1, 5, 7–8 and 11; Article 30, part 2, paragraph 7; Articles 37–38; Article 39, parts 7–11 and 13; Article 39-1, part 5; Articles 44–46.
• Cabinet of Ministers Resolution No. 367 “Certain Issues of Deregulation of Economic Activity” and the LLC model charter: paragraph 2 of the Resolution; clause 24; subparagraphs 33.10, 40.1–40.2, 42.1–42.2 of the model charter.
• Law No. 2155-VIII “On Electronic Identification and Electronic Trust Services”: Article 18, parts 2, 5–6.
• Diia: USR extract — information about the user and RNOKPP masking.
• Central Certifying Authority: questions and answers — electronic signature verification results and signatory details.
• Ukrainian Parliament Commissioner for Human Rights: personal data protection — data relevance to the purpose of processing and avoidance of excessive data collection.