We provide comprehensive legal and consulting services for business registration in Ukraine. We are company formation attorneys and lawyers. Registration of a company in Ukraine is one of the first steps to establish a business in this country. We will be happy to provide you with company formation services in Ukraine.
What do we do during official business registration?
- consultation on the process and procedure of company registration and on important aspects of business law in Ukraine;
- translation and legalization of documents;
- obtaining an individual identification number (if necessary);
- drafting of all needed documents for company set-up (incl. charter, articles of association, minutes of general meeting, protocol, power of attorney);
- company registration in the Ukrainian Ministry of Justice;
- obtaining a business registration number;
- business registration for tax and social security authorities;
- corporate seal (stamp) obtaining and banking account opening;
- tax advisory;
- value-added tax (VAT) or single (fixed) tax registration (if needed).
Regardless of the scope of your business, we will find you the most appropriate solution. From the very beginning we will provide you with all necessary information about taxation, corporate rights and duties, required permits and licenses. It is quite easy to set up a company in Ukraine. But certain professional skills and expertise are required to do it in the right way.
How much time is needed to set up a company in Ukraine?
The business registration process takes from 2 days up to 21 days (if VAT registration is needed). After our initial consulation, we will tell you the exact time it will take to finalize all the procedures necessary for your specific business.
The time needed to complete this process depends on many factors such as corporate and tax structure, required licenses, shareholders, beneficiary etc. Usually it takes up to 2 days to open a bank account in Ukraine. But if one of the beneficiaries of the company is a foreign legal entity, it can take up to 5 days for the bank to check and to prove beneficiary owners.
In case the company is established by a natural person (not a corporation) that does have Ukrainian tax ID, we can process registration and open a bank account within 2 business days.
What is the cost of 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 has been finalized, we will provide you with the following company formation documents:
- charter or articles of association
- minutes of general meeting
- business registration certificate
- confirmation statement from the Ukrainian Register of Companies
- corporate seal (stamp)
- company bank account
- VAT registration number or fixed rate tax registration certificate.
Our fee also includes opening a multi currency account in a Ukrainian bank (if needed).
It is possible to register a company with or without your presence in Ukraine. You needn’t be present in Ukraine to form your company.
We also provide a nominal/interim director (CEO) service because non-citizens cannot become directors of Ukrainian companies without a work permit. We can obtain a work permit for you within 2 weeks upon request. We also provide physical office services (nominal legal address) if needed.
How to set up a company in Ukraine?
To begin the company formation process, the following documents shall be prepared and submited to the state registrar:
- application for company registration;
- articles of association (must be signed by each shareholder and certified by Ukrainian notary);
- minutes declaring the decision to establish a company (protocol)
- power of attorney (this is required from every shareholder);
- information about ultimate beneficiary owners (UBO);
The company registration procedure is carried out by 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. Details about every change and amendment to company information is also stored and saved in the register. Your company registration number is also assigned during the registration process. Information and all data from the Business Register of Ukraine is available on the Ministry of Justice of Ukraine’s website.
All individuals (regardless citizenship) to be registered as a company director, shareholder or founder must obtain an identification number. But a Tax ID is not required to name a beneficiary of a corporation.
Using an offshore company or offshore corporation as a company owner is legal in Ukraine. There is a list of offshore jurisdictions which has been approved by the Ukrainian government. Virtually every country is permissable, except those under international sanctions such as North Korea and Iran. Ukrainian legislation requires all legal entities to reveal their beneficiaries (natural person who has more than 25% entitlement to income and capital). Although some Ukrainian banks may refuse to open corporate bank accounts if a company lists offshore companies among its shareholders.
As of 01.01.2019 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 2022, Ukraine corporate 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.
What are the types of companies in Ukraine?
There are many legal types of companies. You can choose the ideal one for you depending on corporate structure, quantity of partners, scope of business, complexity in management, etc. Some businesses require a higher level of bureaucracy, in order to control all the main processes and to delegate 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 LLC’s. 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).
What is the minimum tax per year to keep Ukrainian company active?
If your Ukrainian company doesn’t conduct any official business in a given year, there is no need to file or pay taxes. Unlike in many other countries, there are no minimum taxes or fees that a company must pay to avoid dissolution by the Ministry of Justice. However, if your business has not submitted any financial statements within 3 years, this can be grounds to initiate company dissolution (though even then this almost never happens).
We hope that this information was useful for you, and we hope that your business in this country will be successful, prosperous and pleasant.