How a foreigner can establish a company in Ukraine?

Every country has its own legislation and regulation. That means that registering a company in Ukraine is a particular and special procedure. At the same time in case if the company shall be established by a foreign citizen it will make the process bit more particular.

What exactly do I need to do to begin Ukraine company formation?

There are few ways to start company formation in Ukraine: come to Ukraine personally or find a lawyer that will conduct company formation under a power of attorney.

The first way might not be the best solution during the pandemic as some cross-border restrictions are possible. Although, it is always better to travel from the legal point of view as it is recommended to be present personally during the Ukraine company registration procedure. One more very important point to consider is that if you are going to be the CEO (director) of the new entity, it is required to visit the bank in Ukraine in order to open the company’s bank account. It is not possible to open an account under a power of attorney as the CEO of a Ukrainian company shall be identified by the bank. Consider also that to run a Ukrainian company it is required to have a digital key, that is required to submit statements and declarations to government and fiscal authorities.

The second way of Ukraine company setup is a bit more complicated as a power of attorney is required for a lawyer to be able to register a company in your name. The power of attorney shall be certified by the notary and (depending on the jurisdiction) additionally verified with an apostille or officially legalized by the Ministry of Foreign Affairs (under the legislation of the country where the notary is located). In some countries and jurisdictions, proxy making is expensive and difficult, and in some, it is not. Consider also that a letter of attorney for Ukraine company formation is required from every founder. So if there shall be two or more shareholders in a future Ukrainian corporation – every one of them shall provide a power of attorney.

Consider that every person needs to obtain a Ukrainian TAX ID number to be able to become a shareholder in a Ukrainian company. Also, it is required to have a passport, officially translated into Ukrainian and certified by the notary. 

The following documents are submitted to the notary or to the state registrar of legal entities in Ukraine:

  • application for Ukrainian company formation;
  • articles of association (shall be signed by all the shareholders; the signature of every founder shall be certified by the notary; can be signed by an attorney based on the proxy) of Ukrainian company;
  • certified copies of passports of every ultimate beneficial owner, UBO of Ukrainian company

Important points of Ukrainian company formation process.

Regardless of the way you will choose to form a company in Ukraine, it is strongly recommended to elaborate articles of association of Ukrainian company properly. The statute of a Ukrainian company a document that defines the rights and obligations of shareholders and the CEO of the corporation. You need to do your best to draft a proper charter of Ukrainian company in case if there will be other shareholders with you.

One more important part of Ukrainian company formation is a shareholder’s agreement. If a Ukrainian company is to be created with 2 or more founders, they can elaborate a shareholder’s agreement. This agreement is not required in case if you will be the sole shareholder in a Ukrainian corporation. If you plan to make a large investment in a Ukrainian company, it is a must to have a properly elaborated contract with other shareholders. 

Company address is one more important thing. Would be great to use the real address of the Ukraine company. Consider that it is not required to submit (during Ukraine company registration) a rental agreement or other document confirming rights to the property. The address is just being mentioned in the application form. It is one of the fundamental points of Ukraine company formation procedure as the address will be used to identify the company’s office in front of the partners and the government.

It is also possible to choose the tax structure during the setup of a legal entity in Ukraine. It is possible to apply additionally for value-added tax and/or fixed tax registration. In this case, certain application (s) is submitted directly to the state registrar of the Ukrainian companies and sent directly to the tax authority. So it will not be necessary to visit the Ukrainian tax office in order to choose the system of taxation.

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