Establishing a company in Ukraine
15.02.07Foreign investors interested in opening an office in Ukraine first need to choose the legal form of their entity.
There is no limitation on the percentage of ownership by a foreign investor in most types of Ukrainian companies. Preferred forms of foreign company operations in Ukraine are: a joint stock company (JSC), limited liability company (LLC), wholly-owned subsidiary, or a representative office.
Representative offices are treated similarly to independent legal entities. A representative office can carry out marketing, promotional, and other auxiliary and preparatory functions on behalf of the company. Otherwise it can conduct commercial activities like any other legal entity. There is no prohibition for a foreign legal entity to have both a representative office and to establish a company at the same time. Some industries are more heavily regulated, in such cases (for instance, in banking) entities must be established in compliance with specific requirements.
Generally LLC is preferred because it’s easier to manage it than a JSC. Shares issued by both closed and public JSCs must be registered with the State Commission of Securities and Stock Market. Interests in an LLC are not subject to registration with the State Commission of Securities and Stock Market.
Registration of a Representative Office
Registration of representative offices of foreign companies is handled by the Ministry of Economy and European Integration matters of Ukraine, and is made within 60 days of submission. The official payment fee is US$2,500.
For registration of a representative office, the Ukrainian Ministry of Economy and European Integration matters request the following documents:
Application for registration on the letterhead of a company signed by the head of the company and with its corporate seal affixed (the application must contain company name, company address, telephone
and fax numbers, name of a city, where a representative office is established, and future address, number of foreign employees in a representative office, date of establishment of the company, name of a bank and number of account, field of activities of the company, purpose of establishing the representative office and the field of activities of the representative office (representation activities only), information on business relations with Ukrainian partners and prospects of cooperative development);
- Extract from the Registrar of the country where the officially registered central management body (office) of the foreign entity is located;
- Certificate of a bank that services the company, containing the account number;
- Power of attorney in the name of the specific person appointed to execute the representative functions in Ukraine, indicating the specific authority of the.
Originals of the above documents have to be duly legalized (with an apostille) in the consular offices representing the interests of Ukraine. The documents must be in Ukrainian. The documents must be submitted not later than 6 months after being issued in the country of origin. Within a month since obtaining a registration certificate, a representative office must be registered with local tax authorities.
Registration of Other Legal Entities
All business entities having legal entity status (resident or foreign) shall be officially registered by the administrative body of the city or regional administrations at the place of residence of the business entity.
To register a company one must submit a charter (statute), registration card (an application for official registration), a document certifying payment of the official registration fee, a certificate of prepayment to the statutory capital fund in the amount required by law.
If an owner is a foreign legal entity, an extract from the registrar, bank or court register must be produced to certify registration of the investor in the country of origin (translated into Ukrainian and legalized).
After registration, the company must be registered with the state tax and statistics authorities, social funds.
Other necessary matters
The local banking community is represented by various local and foreign banks.
Office space is available in a variety of forms but the most common approach is long-term leasing or purchase. There are different options but foreign companies traditionally rent office space or purchase the above in modern business centers or in renovated large private apartments downtown the city.
If a company plans to hire a foreigner as an employee, then an application must be submitted to obtain a work permit in Ukraine. This requirement specifically applies to foreign citizens who are sent to Ukraine by a foreign employer to work on the basis of a contract between such employer and a Ukrainian resident enterprise.
The above is intended to provide a brief guide only. It is essential that appropriate professional advice is obtained. Our company will be glad to assist you in this respect. Please do not hesitate to contact us.