Tribal corporations are widely present in the United States across various sectors. For decades, federally recognized tribes were able to open businesses and secure certain benefits established by federal law. As a matter of fact, tribal corporations are initially registered by the tribal act/law and not the law of the state where the reservation is located. If the tribal corporation is willing to do business in a certain state in the US, such entity shall be registered either as a representative office or as a foreign entity in that state. So, let’s say, even a tribal company, created by a tribe on the territory of the state of Colorado, is legally not a Colorado corporation, but a tribal one. That creates some fundamental challenges, because in Ukraine, unfortunately, the company law, or even the civil law, doesn’t define a tribe as one of the potential owners of a business. Nevertheless, it is possible to open a branch or subsidiary of a tribal corporation in Ukraine by meeting these requirements.
1 – It is compulsory that the tribal corporation be recognized by one of the states of the US. For this, the corporation needs to be written/registered in the business register of one of the states. Without it, it is impossible to obtain a certificate of good standing or other certificates from the Secretary of the relevant state. The other reason is that Ukrainian legislation requires that all the documents that are issued under US legislation be additionally certified with an apostille. At the same time, the apostille certification is processed by the Department of State. So anyway, the tribal corporation has to be written in the companies’ / business register of one of the US states.
2 – Have a clear ownership structure. This is a part of Ukrainian AML legislation that has to be followed during the company or branch formation process. Even if the ownership is complicated (for example, when a US company is a subsidiary of a tribal corporation or a joint subsidiary or enterprise with other companies), we still need to prove it with original/hard papers. Ukrainian legislation requires proving and disclosing (with hard original documents) ownership of every company in the chain of ownership. But the most critical part concerns the disclosure of the tribe’s ownership. It is compulsory to prove that
related to the ownership structure. It is essential to disclose every level of ownership
