Ukraine Company Registration Guide
This guide provides an overview of registering a Limited Liability Company (LLC) in Ukraine. A LLC (in Ukrainian – Товариство з обмеженою відповідальністю or simply ‘TOB’) is the most popular form of business structure in Ukraine. Among other benefits, it offers limited liability which means owners’ liability is limited to the amount of their investment in the company. Sections below provide detailed information on step-by-step LLC registration process, minimum statutory requirements, documents which have to be filed for the state registration of LLC, and list of documents which you as company founder (shareholder) should bring to Ukraine for registration of LLC.
A Limited Liability Company is the most effective business structure for SMEs
To better understand why a LLC is the most optimum choice for most small to mid-size businesses, refer to our article titled Business Structures in Ukraine. If you have chosen a LLC as your business structure, this article will help you understand the requirements and procedure for incorporating this entity.
According to Ukrainian law, a legal entity is created from the moment of its registration in the Unified State Registry of Legal Entities, Private Entrepreneurs and Public Formations (hereinafter – the Companies Register). Starting from 2016, registration of a LLC company in Ukraine can be performed by any one of the following authorities:
- Executive committees of municipal city councils
- Notaries (public or private)
- Accredited by Ministry of Justice of Ukraine public legal entities
- Online (still a pilot program and work in-progress)
Company Registration Requirements
- Shareholders. LLC must have a minimum of 1 shareholder. The maximum amount of shareholders is unlimited. The shareholders can be individuals or corporate entities and either local or foreign individuals/entity.
- Directors. Directors can be one or more individuals (can be either local or foreign individuals, the latter have to obtain work permit and temporary residence permit). Corporate directors are not permitted. Directors are appointed by shareholders via a general meeting of shareholders.
- Company Secretary. Appointment of a Company Secretary is not required.
- Registered Address. Each company must have a local registered address in Ukraine which acts as the place of office, management of the company and from where company conducts its activities.
- Share Capital. Share capital has to be formed, but there is no minimum share capital required so minimum amount is 1 UAH.
- Registration Cost and Timeline. Government registration of an LLC is free of charge and the registration can be generally completed in 1 working day once the necessary documents are ready.
- Governance. A LLC is governed by the following bodies:
- General meeting of shareholders (“GMS”) – the main decision-making body which has powers to resolve all issues
- Director / Board of directors as elected by the GMS or Supervisory Board.
- Supervisory Board (optional) – the necessity of creating this body is at GMS discretion, which should be reflected in the charter of an LLC. The Supervisory Board is elected by the GMS for supervising over the Director/Board of Directors activity.
- Transfer of Shares. Shares can be freely transferred subject to the priority rights as described in the company charter. An LLC does not require that all shareholders to be listed in the company charter (this requirement was cancelled starting from 17th of June 2018). Therefore change in shareholders does not require amendment to the company charter.
- Employment Agreements. Can be either in written or verbal form. Employment of foreign citizens can be only in written form. The general rule is that employment of foreign citizens requires work permit (unless foreign individual has obtained a permanent residence permit)
Listed below are the key steps for incorporating an0 LLC company in Ukraine:
Step 1 – Pre-registration Tasks
There are a number of tasks that must be completed before you can proceed with registration of the company. Key tasks include:
- Decision on company profile
- Draft charter of LLC (also known as Memorandum & Articles of Association or Company Constitution in many other jurisdictions). Alternatively, you can decide to adopt the model charter, approved and maintained by the Cabinet of Ministers of Ukraine.
- Hold meeting of founders of LLC (where decision on incorporation is made, charter is approved and director/s, member/s of Supervisory Board (if any) and representative, responsible for state registration, are appointed).
- According to Ukrainian law, once the charter is approved by the meeting of founders, the signatures of shareholders (their authorized representatives) on the charter of an LLC have to be certified by a notary.
- Draft application on registration of LLC (the standard application form as approved by Order of the Ministry of Justice of Ukraine).
For more details, see our article titled LLC Formation – Pre-Registration Tasks.
Step 2 – Filing for Registration
Once the pre-registration documents are ready, they must be filed with the Companies Registrar. Once filed, the Company Registrar will issue to the representative a receipt listing filed documents along with an application filing number. This application number can be use to check online the registration status of an LLC via the online service of the Ministry of Justice of Ukraine.
Step 3- Confirmation of Registration
Upon successful registration of the LLC, you can obtain an Extract (i.e. Company Profile) from the Companies Registrer confirming registration of LLC through the online service as mentioned above. If required, you also obtain a paper copy of this document.
The Companies Registrar upon registration of LLC will notify Tax, Statistics, and Pension Fund authorities of Ukraine.
Upon successful registration of LLC, you can access information on the LLC at https://usr.minjust.gov.ua/ua/freesearch (search can be done by name or registration number assigned to LLC). The Companies Register contains full information on LLC (i.e. the information that is filed by the LLC’s representative via the registration application) such as type of company charter (model charter or customized charter), name of legal entity, registered address, other contact details, amount of share capital, details of shareholders and ultimate beneficial owners, information on management bodies and limitation of their powers, information on other persons authorized to act on LLC’s behalf, main business activities, etc.
You should make sure that all the information is indicated accurately in the application for the state registration (and accordingly in the Companies Register) as according to law, third persons are entitled to refer to information in the Companies Register as true and valid. Note that some information to the Companies Register will also be included upon notification of state bodies, court decisions etc (e.g. information on state registration of LLC by Tax authorities, State Statistics Authorities, information on licenses, obtained by the LLC, court decision on termination of business activity of LLC, insolvency proceedings etc).
Step 4 – Post-Registration Tasks
Once you have successfully registered your LLC, you should complete certain post-registration tasks to ensure that you are ready to commence your business operations smoothly without hiccups. For a detailed guide on this, see our article LLC Formation – Post-Registration Tasks.
The following documents have to be filed by shareholders’ representative for the state registration of LLC company in Ukraine:
- Application for registration
- Decision of founders on incorporation. Such decision of founders on incorporation of a Company may also contain decision to elect for the simplified taxation system (not possible for LLCs owned by foreign companies for more than 25%)
- Company Charter (or decision to use the model charter)
- Application for voluntary registration as VAT taxpayer (if necessary)
- For LLCs owned by legal entities-non-residents, additionally
- Extract from Company Registry (other relevant state registry in which registration of legal entity is performed in a country of your residence) or other documents, issued by government authorities, confirming registration of a foreign company, its registered address, directors, shareholders and good-standing.
- Document, confirming powers of a representative of shareholders to register a LLC (POA)
Given the fact that all the Ukrainian laws/regulations are available mostly only in Ukrainian language and application form also has to be filed in Ukrainian language, it’s a good idea to hire a competent and qualified corporate service provider what can assist foreign companies and stakeholders in drafting the respective documents and handle company registration procedure under an appropriate power of attorney.
Foreign founders and legal entities that are incorporating a Ukrainian LLC must provide the following documents:
- Tax certificate of foreign citizen, issued in Ukraine
- Power of Attorney – if registration of LLC will be performed by a representative
Foreign Legal Entities-founders:
- Extract from Company Register (other relevant state registry in which registration of legal entity is performed in country of your residence) or other documents, issued by government authorities, confirming registration of foreign company, its registered address, directors, shareholders and good-standing
- Power of Attorney – if registration of LLC will be performed by a representative
Note that in case you plan to appoint a foreign individual as a director (other employee) of LLC, additional documents will be required to apply for a work permit.
Whether you have decided to register a LLC as a foreign individual or a legal entity, all documents (except passport) which you will bring from overseas to Ukraine must be either legalized, or apostatized (if country where the documents were issued is subject to so called Hague Aposlille Convention as of 5th of October, 1961), if otherwise it is not prescribed by the respective treaty between Ukraine and country where the documents are issued (e.g. Ukraine and Republic of Poland, Czech Republic, Republic of Latvia have signed bilateral treaties according to which documents issued on the territory of these counties can be used on the territory of Ukraine without any legalization/apostille). If documents compiled in other language than Ukrainian, a certified translation has to be provided.