25 May 2015 (to be extended)

Pursuant to AML changes in the law1, all Ukrainian legal entities are required to file with the State Registrar, not later than on 25 May 2015, a registration form containing information about their ultimate beneficial owner(s) (UBO(s)).  If you have not yet done so, please make sure that your company makes the disclosure. This deadline may be extended shortly.

Who is the UBO?

The UBO of a legal entity is the individual who has the ability to decisively influence, directly or through others, the operational management or business activities of that legal entity, irrespective of actual ownership by that individual of any interest in that legal entity. In particular, an ultimate beneficiary is someone with the right to decisively influence the composition of the management of the company or the decision-making in the company or someone who has the direct or indirect possession of 25% or more of votes in the company.  It is an express provision of the law that an agent, a nominal shareholder or an intermediary is not the ultimate beneficiary for Ukrainian law purposes.

Next steps

A registration form in respect of UBO(s), prepared following the analysis of the ownership structure of your company, should be filed with the State Registrar by next Monday, 25 May 2015 (inclusive). Please monitor changes to the deadline.

Consider speaking with your legal advisors and your State Registrar about the particular circumstances of your company (e.g., nonprofit organisations, public listed companies, investment funds or UBO(s) concerned about disclosure of their personal information), prior to your visit.

We note that the State Registrar offices are currently overloaded and may not be able to promptly process all of the information being submitted to them. Consider sending your UBO disclosure form by mail as an alternative to a personal visit.

A failure to meet the statutory deadline might not result in immediate fines (which are 5,100 to 8,500 Ukrainian Hryvnyas per company). If disclosure cannot be made before the statutory deadline, we recommend filing your UBO disclosure form within the following few days.

There has been no official extension of the 25 May deadline as of now. Two draft laws to this effect2have been introduced but have not yet been passed by the Parliament. One of the two draft laws (draft law no. 2896), which now is on the Parliament's agenda, also contains certain changes to the disclosure requirements which may impact on the substance of the disclosure from your company. Please monitor changes to the law.