1. Which form for the new company to choose?
The most common legal form for business activities in Ukraine is limited liability company (LLC). There are more than 650,000 LLCs registered in Ukraine. Joint stock company (JSC) is also available (13,000+). But most new enterprises, including local subsidiaries of operating businesses, prefer the form of an LLC because it is simple and cost-efficient form. JSC is much more regulated and usually cumbersome at the early stage of business. Below we refer to LLC as the most popular form.
2. What are the first things to consider when setting up LLC in Ukraine?
Before establishing a new LLC the founder(s) should consider the following:
- name of the future LLC (see question 3);
- number and composition of LLC's founders (participants) (see question 4);
- legal address (see question 5);
- amount of the registered capital (see question 6);
- person of a director (CEO) (see question 10).
3. What can be the name of LLC?
According to Ukrainian legislation the name of a company consists of two parts: (1) the legal form of the company and (2) the name itself. Thus, LLC as a legal form of the company will always be used in the full name of a company. Hence, the full name of a Ukrainian LLC looks like Limited Liability Company "Name".
There is no reservation for a company name, so it is a good idea to have several options for a case that a chosen is occupied.
4. Are there any restrictions for foreign individuals and legal entities to be LLC's founders (participants)? What is a minimum/maximum required number of founders (participants)?
Both individuals, regardless of their country of citizenship or residency, and legal entities (foreign or Ukrainian ones) can be founders (participants) of LLC. It can be incorporated either by one person or by several individuals or legal entities. There is no maximum number of participants of LLC in Ukraine.
5. Should LLC's founder(s) rent an office in order to register LLC?
For the registration, LLC should have a legal address which will be shown in the public register. This address, in particular, determines which state authorities (eg. Tax service) will service the LLC and where the official correspondence will be sent. The law does not require to provide the registrar with the office lease agreement. Founders may use the legal address service, in particular for the first time until LLC will find actual office. It is important to ensure the due and timely receipt of correspondence sent at LLC’s registered address.
6. Are there any statutory limitations for the registered capital of LLC?
Ukrainian law provides for no limitations for LLC’s registered capital. In practice, it may be a merely nominal figure, say, UAH 1,000 (around USD 40) or even less. However, founders often contribute funds to finance the first period of LLC operation. The founders must pay their contributions within six months from the registration of the LLC unless its charter sets other term.
7. Documents required for LLC registration from a foreign individual
A foreign individual should provide:
- copy of his/her passport, including residence address information;
- Ukrainian tax (identification number) code;
- power of attorney for registration procedures (notarized, apostilled and translated into Ukrainian) unless physically present in Ukraine.
8. Documents required for LLC registration from a foreign legal entity
A foreign legal entity should provide:
- an up-to-date excerpt from a commercial, banking, court or other relevant register (apostilled and translated into Ukrainian);
- copy of the Articles of Association (apostilled and translated into Ukrainian) upon request of the registrar;
- UBO(s) information (full name, date of birth, citizenship, passport number, Ukrainian tax (identification number) code, if received, residence address);
- power of attorney for registration procedures (notarized, apostilled and translated into Ukrainian) unless authorized director of legal entity physically present in Ukraine.
9. Who is an ultimate beneficial owner (UBO)?
UBO is an individual, except agent and nominee holder, who, regardless of formal ownership, can (i) exercise decisive influence over the management of the company, (ii) give mandatory instructions or perform functions of the governing body, or (iii) influence via direct or indirect possession of the share in the company equal to minimum 25% of its registered capital.
10. Can a foreigner be a CEO in a Ukrainian LLC?
A foreigner needs a work permit to be employed in Ukraine. Application for a work permit should be submitted by the company-employer. To handle this issue, in practice, some businesses usually appoint an interim Ukrainian CEO to set up LLC in Ukraine. Once the company is registered, it applies for a work permit for a permanent CEO who is often a foreigner to replace the interim one.
11. Is a company's seal required as a mandatory requisite of LLC?
Seal in not mandatory in accordance with the current Ukrainian law, whereas in practice businesses still use it. If the participants of LLC decide to obtain a company seal, they can order it from any seal-producing company; no special permissions are required.
12. What is the timeline for incorporation of LLC?
State registration of an LLC usually takes one-two business days. However, before the filing for the LLC registration, all necessary documents from the founder(s) should be collected and arranged which in practice takes longer time than the mere state registration.
13. Should LLC apply for registration with the state tax authorities and other state institutions?
LLC registration with the state tax and statistics authorities as well as the state pension fund takes place simultaneously and automatically with the state registration of LLC as a legal entity.
At the stage of registration founders may opt to register LLC either as a:
- taxpayer of a corporate/profit tax (18% rate) with or without VAT registration (20% for most products and services); or
- taxpayer of a fixed rate (3% revenue) tax with VAT registration or fixed rate (5% revenue) taxpayer without VAT registration.
If the founder(s) does(do) not apply for a fixed rate tax, LLC will be automatically registered as a payer of a corporate/profit tax.
Usually, an LLC needs no other official registrations and authorizations, unless it will perform licensed or regulated activity.
14. How to open a bank account for LLC?
Once the company is registered it may open a bank account. Usually, the director comes to the bank office and signs all necessary documents, including special form with signatures examples. The scope of the requested documents may non-essentially vary depending on the compliance policy of a particular bank. Hence, it is a good idea to check in advance the procedure with a particular bank, where the company intends to open its account.