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BUSINESS REGISTRATION

Business registration in Ukraine

The most common corporate form for doing business in Ukraine is a limited liability company and a private entrepreneur.

A. LLC registration in Ukraine: procedure of registration / documents and information necessary for set-up and register an LLC in Ukraine

The list of the documents needed for establishing and registering an LLC in Ukraine is below:

i.power of attorney from the founder(s) in favor of our lawyers for LLC incorporation, which will have to be notarized and apostilled in the issuance jurisdiction and translated into Ukrainian with such translation notarially certified (we can handle the translation locally) or issued in Ukraine by a notary;

ii.an original extract from a trade register in relation to the founding legal entity which must be notarized and apostilled in the issuance jurisdiction (we will arrange for an official translation here in Ukraine) or copy of passports of foreign individuals, who will be the founders;

iii.application for the state registration of a new legal entity according to a form established by Ukrainian law (we can sign it on the basis of the POA);

iv.at the discretion of the applicant, an application for opting for the simplified tax system, and/or an application for a state registration as VAT-payer (in case a company will be registered as VAT-payer) according to a form established by Ukrainian law (we can sign it on the basis of the POA);

v.minutes of the founders’ meeting/founder’s resolution on incorporation of a new legal entity (2 original hard copies with signatures preferably certified by a notary);

vi.charter (2 original hard copies) (under Ukrainian law, the charter of a newly created LLC has to be signed by all participants, with the signatures’ authenticity certified by a notary);

vii. tax ID number for the founder (s)

In addition to the above documents, the following information is required in order to be included into the documents:

  1. details of the registered office (where the company will be located or will have a nominal seat);
  2. information on the main types of the business activities, including, the main one to be included into the registration extract (vypyska);
  3. details of the executive body (e.g. a director) together with the copies: passport details, identification code, and address of registration (the director should be a resident of Ukraine unless he has a work permit);
  4. information on the taxation form (general or common).
  5. information on the amount of the authorized capital (this can be nominal, say UAH 1,000.00, since there are no minimum requirements); and
  6. information about ultimate beneficial owners (UBOs) of the founder (if a legal entity), if there are such UBOs.

Please note that information about UBO(s) is required by law for the registration purposes. An individual who exercises, directly or indirectly, decisive influence (irrespective of shareholding) over a legal entity is a UBO of a legal entity and an individual who holds, directly or indirectly, individually or together with the affiliated legal entities or individuals, at least 25% in a legal entity is deemed to be a UBO (unless such individual holding 25% or more is a mere agent/nominee and does not control the entity). Only an individual or individuals can be UBOs under Ukrainian law and a legal entity cannot be a UBO.

 

The law requires the following information to be provided about the UBO:

1. Full name of an individual,

2. Date of birth,

3. Personal tax ID number (if exists),

4. Passport information,

5. Country of citizenship, and

6. Address of place of residence.

Based on our incorporation experience, the information in items 1, 2, 5, and 6 would habitually be sufficient for registration purposes.

Time frames

Once the documents are submitted for the state registration, a company would normally appear in the respective state register of companies within 1 or 2 working days.

In case a company is to be registered as VAT-payer, its details will appear in the respective register of VAT-payers within 3 working days following the date of the application. However, in order to become a VAT payer (will have the right to issue VAT invoices and to have VAT credit) from the first day of a calendar month (tax period) following the month when the application is submitted (current month), the application for VAT registration has to be submitted not later than 10th day of the current month.

Legal fees for registration of the LLC

Our legal fees for a “turn-key” set up and registration of an LLC in Ukraine are USD 1,000, including development of the documents for setting up a company (such as minutes and the charter) plus standard hiring order (but not employment contract) to appoint a director of the company (this is done when the company is incorporated/registered).

The above amounts do not include:

  • assistance with opening bank account (drafting and filling in documents) in a Ukrainian bank of your choice;
  • assistance with securing temporary registered address (before the LLC leases office);
  • preparing employment contract for a director; and
  • preparation of documents and assistance with obtaining a work permit/tax ID/residency permit for a foreign national.

For the above non-included services we can quote separately if there is a need.

B. Private Entrepreneur (FOP) registration in Ukraine: procedure of registration/documents and information necessary for set-up and register a FOP in Ukraine

The list of the documents needed for establishing and registering a FOP in Ukraine is below:

  • power of attorney from the foreigner in favor of our lawyers for a FOP registration, which will have to be notarized and apostilled in the issuance jurisdiction and translated into Ukrainian with such translation notarially certified (we can handle the translation locally) or issued in Ukraine by a notary;
  • copy of the passport of foreign individuals, who will be the FOP;
  • application for the state registration (we can sign it on the basis of the POA);

In addition to the above documents, the following information is required in order to be included into the documents:

  1. details of the registered office (could be also home address in Ukraine);
  2. information on the main types of the business activities, including, the main one to be included into the registration extract (vypyska);
  3. details of the taxation form (general or common);
  4. tax ID number for the foreign individual

Time frames

Once the documents are submitted for the state registration, a FOP would normally appear in the respective state register of companies within 1 or 2 working days.

Legal fees for registration of the FOP

Our legal fees for a “turn-key” set up and registration of a FOP in Ukraine are USD 500.

Out-of-pockets

Our fees do not include notarial fees, registration fees, registered office fees, fees for translation, etc. In case we have to travel outside of Kyiv in order to register a company, our reasonable travel expenses should also be covered separately. Before incurring out-of-pockets, we agree them with you.

Just to give you an impression about the numbers:

· State fee for registration of a FOP is not applicable.

· The notary’s services shall be paid in accordance with the fees established by a notary and are commonly subject to the agreement with the notary. They can range from USD 150 to USD 250.