Incorporating a Limited Liability Company (LLC) in Ukraine
Ukrainian law allows various business structures, such as joint-stock companies, limited liability companies (LLC), private entrepreneurs, joint ventures, representative offices and others. Some of them are more suitable for larger businesses (such as a joint-stock company), whereas other types are more appropriate for an individual, small or mid-size businesses. Foreign citizens and legal entities may choose one of the above business structures, taking into consideration the ownership and management structure of the company as well as the type of business they are planning to conduct.
Except for a very small one-person type business (such as freelancing) where a Private Entrepreneur structure may be more suitable, most small to mid-size businesses (local and foreign) prefer to incorporate as an LLC in Ukraine. An LLC offers liability protection to business owners (i.e., their personal assets are protected from business liabilities) and the flexibility to grow bigger as the business expands, yet at the same time faces less scrutiny and government compliance requirements than other more complex business structures. In Ukrainian, an LLC is called as “Товариство з обмеженою відповідальністю” or simply “TOB”.
This article is a foreigner’s guide to incorporating an LLC in Ukraine. The sections below provide detailed information on minimum statutory requirements, the documents that have to be filed for the registration of LLC, the step-by-step LLC registration process, and post-registration tasks and filing requirements.
Key Facts About LLCs
2. Directors. Directors can be one or more individuals (can be either local or foreign individuals, the latter have to obtain a work permit and temporary residence permit). Corporate directors are not permitted. Directors are appointed by shareholders via a general meeting of shareholders.
3. Company Secretary. Appointment of a Company Secretary is not required.
4. Registered Address. Each company must have a local registered address in Ukraine that acts as the office where the management of the company conducts its activities.
5. Share Capital. Share capital has to be formed, but there is no minimum share capital required, so the minimum amount is 1 UAH. Shares reflect the percentage held by each company’s owner in the total share capital as listed in the company’s charter.
6. Transfer of Shares. Shares can be freely transferred subject to the priority rights as described in the company charter. Any change in shareholders requires an amendment to the company charter.
7. Registration Cost and Timeline. Government registration of an LLC is free of charge, and the registration can be generally completed in 1 working day once the necessary documents are ready.
8. Governance. An LLC is governed by the following bodies:
- General meeting of shareholders (“GMS”) – the main decision-making body, which has powers to resolve all issues
- Board of Directors as elected by the GMS.
- Audit Commission, which supervises the Board’s activity (in case you have at least 3 shareholders)
9. Employment Agreements. Can be either in written or verbal form. Employment of foreign citizens can be only in written form. The general rule is that employment of foreign citizens requires a work permit and a temporary residence permit (unless the foreign individual has obtained a permanent residence permit).
Note that if you plan to appoint a foreign individual as a director (or another employee) of LLC, additional documents will be required to apply for a work permit. At the stage of company registration, you have to appoint a resident director until the foreign citizen obtains a work permit.
All documents that you bring from overseas must be either legalized or apostatized unless prescribed otherwise by the international treaty between Ukraine and the document issuing country (for example, legalization and apostille are not needed for documents issued in the Republic of Poland, Czech Republic, Republic of Latvia and some others). The exception is a passport, which does not require legalization and apostille. Additionally note that if documents are compiled in other language than Ukrainian, a certified translation has to be provided.
Required Documents
Foreign nationals or companies will need to present the following documents to register an LLC in Ukraine:
Foreign nationals:
Passport copy
Tax registration certificate in Ukraine
Power of Attorney – if registration of LLC will be performed by a representative
Foreign legal entities:
Extract from Company Registry (or another relevant state registry in which registration of legal entity is performed) or other documents, issued by government authorities, confirming the registration of a foreign company, its registered address, directors, shareholders and good standing
Memorandum and Articles of Incorporation / Company Charter / Company Constitution
A document confirming powers of a representative authorized to register the LLC in Ukraine
Incorporation Steps
Step 1 – Pre-registration Tasks
A number of tasks must be completed before you can proceed with registration of the company. Key tasks include:
- Decision on company structure (share capital, shareholders, directors, etc.)
- Preparation of company charter (also known as Memorandum & Articles of Association or Company Constitution in many other jurisdictions). Alternatively, you can decide to adopt the model charter, approved and maintained by the Cabinet of Ministers of Ukraine.
- Hold a meeting of the founders of the LLC (where a decision on incorporation is made, the charter is approved, and director/s and representative, responsible for LLC registration, are appointed).
- Completion of the application form on registration of LLC.
Step 2 – Filing for Registration
Once the pre-registration documents are ready, they must be filed with the Companies Registrar. Once filed, the Company Registrar will issue a receipt listing the filed documents along with an application filing number. Assuming everything is in order, the LLC will be registered in 1 working day.
Step 3 – Confirmation of Registration
Upon successful registration of the LLC, you can obtain an Extract (i.e. Company Profile) from the Companies Register confirming registration of the LLC. If required, you can also obtain a sealed and stamped paper copy of this document. The Companies Registrar upon registration of the LLC will notify Tax, Statistics and Pension Fund authorities of Ukraine.Once the company is registered, anyone can access current information on the LLC online. The company should make sure that all information in the Companies Register regarding the company structure is accurate and up-to-date at all times since third persons are legally entitled to refer to information in the Companies Register as true and valid.
Step 4 – Post-Registration Tasks
Once you have successfully registered your LLC, you should complete certain post-registration tasks to ensure that you are ready to begin your business operations without hiccups. Typical post-registration tasks that you should look into include:
- Company Seal. A seal is not obligatory, but in practice, most companies use one. A company may avoid using a seal only if such provision is included in the company’s statutory document.
Registration with Tax Authorities. The LLC is required to file an application with the relevant office of the state tax authorities corresponding to the registered address of the company. In the application, you must indicate a person who is responsible for accounting and tax reporting on behalf of the company. Such application must be filed within 10 calendar days upon registration of the company.Additionally, if the company is planning to register for VAT, it must file a VAT registration application (unless such application was already filed during company registration).
Social Security Tax Registration. On hiring each employee, the company must notify state tax authorities responsible for the administration of social security tax, not later than 1 day prior to the first working day of each employee (including directors of the company).
Opening a Corporate Bank Account. A company may open one or more bank accounts in the national currency Hryvna (UAH) as well as some of the main foreign currencies such as USD, EUR, etc.
Share Capital Injection. Shareholders must contribute their share of the share capital in full within 1 year of the LLC registration. Contributions can be made in cash or as an asset such as intellectual property. External appraisal of non-cash contributions (real estate, property rights, others) is not required by law, and contributions are appraised by shareholders’ mutual consent. Injection capital by foreign investors may be done to the account of Ukrainian company either directly from overseas or through the investment bank account of a foreign investor in Ukraine (a foreign legal entity or individual).
Accounting Policy of the LLC. The LLC must adopt an Accounting Policy. The Accounting Policy defines the type of reporting standards used by the company, methods, and principles of accounting etc. The company can adopt either the Ukrainian national accounting standards or the international IFRS reporting standards.
Ongoing Filing Requirements
Each LLC must file certain reports with government authorities on a regular basis. Some of the key filing requirements include:
- Notifications to the Companies Register on any change of information regarding the company structure
- Filing of financial statements with the Companies Register and State Statistics Authorities
- Corporate tax filing with Ukrainian Tax Authority.
- Filings with Ukrainian Tax Authority as income tax agent for company employees
- Filings with Ukrainian Tax Authority as Social Security taxpayer for company employees
- VAT tax filings with Ukrainian Tax Authority (if the company is VAT registered)
Given the high-level of bureaucracy, lack of clear-cut regulations, and language difficulties (most of the paperwork is done in the Ukrainian language), foreign entrepreneurs and companies are strongly advised to hire a competent and qualified corporate service provider which can assist them with all their initial setup as well as ongoing compliance needs.