We provide comprehensive legal and consulting services for business registration in Ukraine. We are company formation agents and lawyers. Registration of a company in Ukraine is one of the first steps to create a business.
What we do during state business registration?
- consultation on process and procedure of company registration and on important aspects of business law in Ukraine;
- translation and legalization of documents;
- obtaining individual identification number (if needed);
- preparation of all needed documents for company set-up (incl. charter, articles of association, minutes of general meeting, protocol, power of attorney);
- company registration in Ministry of Justice of Ukraine;
- obtaining business registration number;
- business registration in tax and social security authorities;
- seal (emblem) and obtaining banking account;
- tax advisory;
- value-added tax (VAT) or single (fixed) tax registration (if needed).
Regardless of the scope of your business, we do always offer the most appropriate solution. From the very beginning we will provide you with all needed information about taxation, corporate rights and duties, needed permissions and licenses.
Time needed to set up a company.
Business registration process takes from 2 days up to 21 days (if VAT registration is needed). Honestly time needed to make all process depends on many factors, like tax system, needed licenses, corporate structure, shareholders, beneficiary etc. Usually it takes up to 2 days to open a bank account in Ukraine. But if an owner of the company is a foreign company, it can take up to 5 days for the bank to check and to prove beneficiary owners.
In the case if the company is established by individual citizens, that do have Ukrainian tax ID, we can make registration and bank account opening within 2 days.
What is the cost for company registration in Ukraine?
|LLC, LTD formation||$390 (incl. all expenses)|
|Personal (individual) identification number||$90 (Power of Attorney needed)|
|Nominal or interim director (CEO) service||$50/month|
|Virtual office address||$200/year (incl. secretary services)|
After the process of company formation, we will provide you with the following company formation documents:
- charter or articles of association;
- minutes of general meeting;
- business registration certificate;
- extract from Ukrainian register of companies;
- company bank account;
- VAT registration number or fixed tax registration certificate.
Our cost does also include a multi currency account opening in Ukrainian bank (if needed).
There is the way to register a company with or without your presence in Ukraine.
We also provide nominal/interim director (CEO) service (as work permission needed for non-Ukrainian director appointment) and nominee office service (nominal legal address) if needed.
How to set up a company in Ukraine?
Company registration procedure is carried out through Department of State Registration of Ukraine. All companies and sole proprietors during the legal procedure for business set-up are signed into the State register of legal entities and companies of Ukraine. Information about every change of information is also stored and saved in the register. Company registration number is assigned during registration process. Information and all data from the business Register of Ukraine is available on the Ministry of Justice of Ukraine website.
All individuals (regardless the citizenship) to be registered as a company director, shareholder or founder must obtain an identification number. But tax id is not required to sign in a beneficiary owner.
Using offshore company or offshore corporation as company owner is legal in Ukraine. Ukrainian legislation commits all legal entities to reveal their beneficiaries (person who has more than 25% entitlement to income and capital).
As of 01.01.2017 Ukraine has double taxation avoidance agreements with the following countries: Austria, Azerbaijan, Algeria, Armenia, Belgium, Belarus, Bulgaria, Brazil, Canada, China, Czech Republic, Croatia, Cyprus, Denmark, Egypt, Estonia, Finland, France, Germany, Greece, Georgia, Hungary, Israel, India, Indonesia, Iran, Ireland, Iceland, Italy, Japan, Jordan, Kazakhstan, Kyrgyzstan, Kuwait, Latvia, Lebanon, Libya, Lithuania, Macedonia, Malaysia, Morocco, Mexico, Moldova, Mongolia, Montenegro, Netherlands, Norway, Pakistan, Poland, Portugal, Russia, Romania, Saudi Arabia, Serbia, Singapore, Syria, Slovakia, Slovenia, South Africa, South Korea, Spain, Sweden, Switzerland, Tajikistan, Thailand, Turkey, Turkmenistan, United Arab Emirates, United Kingdom, United States of America, Uzbekistan, and Vietnam.
By 2020, Ukraine company law will probably correspond with EU company law. Company formation process and business registration procedure in Ukraine have been significantly simplified lately. Minimum documents and actions are needed for limited company formation.
Types of business entity in Ukraine
There are many types of companies. You can choose depending on corporate structure, quanity of partners, scope of business, complexity in management, etc. Some businesses require higher level of bureaucracy, in order to controll all the main processes and to distribute responsibility.
Limited liability company (LLC or LC or LTD)
LLC is the most common form of legal entity in Ukraine. More than 90% of legal entities in Ukraine are LTD. Authorized (or so called share) capital of LLC is divided into shares (parts or stakes), the amount of which is determined by the charter. LLC is responsible to the creditors only with its assets. In case of bankruptcy, LLC shareholders are not obligated to pay company’s debt.
Beginning from june 2018 it is possible to make a corporate agreement, between owners. This document is confidential. Corporate contract is made in order to regulate relations, duties and rights between the shareholders. So company law in Ukraine now is more flexible and that is good.
Legal entities (foreign or Ukrainian companies) and individuals, regardless of their country of citizenship or residency, can be the founders (participants) of LLC.
Limited liability company can be incorporated either by one person or by several individuals or legal entities (corporations). Maximum number of participants (founders) of LLC in Ukraine is unlimited. LLC can be formed as sole proprietorship, so enterprise can be owned and operated by one person. Director of such company type can be at the only owner of the company at the same time. Also consider that one individual or one company can establish and own unlimited quantity of LTD.
The rights and obligations of Limited liability company Director (CEO) are imposed by articles of association (charter). The correct legal form of the company, a clear distribution of rights and obligations between founders and the board, and a right choice of the tax rate are important components of a stable and successful activity of the company. Articles of association is a very importaint document as it determine procedure and management rights and obligations for owners and executive.
LLC can be registered:
- corporate/profit tax (18 % rate) with or without VAT (up to 20 % rate, depending on product or service) tax payer;
- fixed rate (5 % revenue) tax payer with or without VAT registration.
Documents required for LLC formation in Ukraine:
- a copy of shareholder’s (founder’s) passport;
- Ukrainian tax (identification number) code;
- physical presence in Kiev or a Power of Attorney.
From foreign legal entities (companies and corporations):
- power of attorney;
- copy of articles (or memorandum) of association;
- registry extract (or an extract from the register of companies);
- certificate of incorporation (preferably).
Registration time: – up to 7 working days.
By Ukrainian law, LLC foundation process is much simpler and cheaper than Joint-Stock company formation.
There are two types of sole proprietorship in Ukraine:
- Fizichna osoba-pidpriyemets (or FOP) translated as “Natural person entepreneur” – is a type of enterprise which is constituted without forming a legal entity. Profit tax rate is 15 %.
- Privatne pidpriyemstvo (or PP) translated as “Private enterprise” – is a type of sole proprietorship which is registered as a legal entity. Profit tax rate is 18 %.
Both types have unlimited responsibility for their obligations. Sole proprietors have the right to make any kind of business activity (incl. commerce, production, services, construction, information technologies, research and others) that is not directly prohibited by the law. VAT registration for sole proprietors is allowed. See more information about sole proprietor registration in Ukraine.
Joint-stock company status, formation process and corporate management rules are regulated by Civil code of Ukraine, by laws «About stock companies» and «About business companies». Public Joint-stock company incorporation procedure in Ukraine is much more expensive and difficult than any other company type. Minimum amount of share capital is 1250 minimum wages (4 000 000 UAH, as of 01.01.2017). There are two types of JSC in Ukraine:
Public Joint-stock company characteristics:
- stockholder can sell their stocks without consent from other stockholders or/and the company;
- company may conduct both public and private placement;
- during SPO shareholders do not have preferential right to purchase shares additionally placed;
- company must be listed and remain in the stock register on at least one stock exchange;
- requires company annual financial statement, prepared by an independent auditor;
- cumulative voting needed for Supervisory Board and the Audit Commission member’s election;
Private Joint-stock company characteristics:
- maximum number of shareholders is 100 persons;
- only a private share offering allowed;
- the preferential shareholder’s right to purchase shares (which are offered for sale by another) of the company can be determined by articles of association (or charter);
- shareholders always have a preferential right to purchase additional shares;
- shares can not be acquired and / or sold on the stock exchange;
- securities depository service is a must;
- no require to disclose financial statements in the stock market;
JSC formation must be approved by Ukrainian financial authority (NATIONAL SECURITIES AND STOCK MARKET COMMISSION).
We hope that this information was useful for you, and we hope that your business in this country will be successful, prosperous and pleasant.
See also Joint Venture in Ukraine