Limited Liability Company
How to register a company in Ukraine? Limited Liability Company Registration in Ukraine, An LLC in the Ukrainian Language – Товариство з обмеженою відповідальністюor simply ‘TOB’ is the most popular form of business structure in Ukraine. limited liability which means owners’ liability is limited to the amount of their investment in the company. Sections below provide detailed information on the step-by-step LLC registration process, minimum statutory requirements, documents that have to be filed for the state registration of LLC
company registration in Ukraine
Overview Business in Ukraine
To better understand why an LLC is the most optimum choice for most small to mid-size businesses if you have chosen an LLC as your business structure, this article will help you understand the requirements and procedure for incorporating this entity
A legal entity is created from the moment of its registration in the Unified State Registry of Legal Entities, Private Entrepreneurs, and Public Formations. LLC company registration in Ukraine can be performed by anyone of the following authorities:
- Executive committees of municipal city councils
- Notaries (public or private
- Accredited by Ministry of Justice of Ukraine public legal entities
Company Registration in Ukraine Requirements
- Shareholders: LLC must have a minimum of 1 and a maximum of 100 shareholders. The shareholders can be individuals or corporate entities and either local or foreign individuals/entities.
- Directors can be one or more individuals, (can be either local or foreign individuals) corporate directors are not permitted, directors are appointed by shareholders via a general meeting of shareholders.
- Registered Address: Each company must have a local registered address in Ukraine which acts as the place of office, management of the company, and from where the company conducts its activities.
- Share Capital: The share capital minimum amount is 1 UAH.
- An LLC governed by following bodies
- General meeting of shareholders (“GMS”) – the main decision-making body which has powers to resolve all issues
- The board of directors has elected by the GMS.
- Reserve Commission (in case you have at least 3 shareholders.
- Shares can be freely transferred subject to the rights as described in the charter
- Therefore any change in shareholders requires an amendment to the company charter.
- Employment Agreements. It can be either in written or verbal form. The employment of foreign citizens can be only in written form. The general rule is that the employment of foreign citizens requires a work permit and temporary residence permit (unless a foreign individual has obtained a permanent residence permit.
Company Registration in Ukraine – Procedure
- Step 1 – Pre-registration Tasks
- A decision on company profile
- Draft charter of LLC (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 founders of LLC
- Draft application on registration of LLC (the standard application form as approved by Order of the Ministry of Justice of Ukraine.
- 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 to the representative a receipt listing filed documents along with an application filing number.
- Step 3- Confirmation of Registration
Upon successful registration of the LLC, you can obtain an Extract (i.e. Company Profile) from the Companies Registrar confirming registration of LLC through the Registration Portal as mentioned above. If required, you also obtain a paper copy of this document. The Companies Registrar upon registration of LLC will notify Tax, Statistics, and Pension Fund authorities of Ukraine. you can access information on the LLC at https://usr.minjust.gov.ua/ua/freesearch
- Step 4 – Post-Registration Tasks
Once you have successfully registered your company in Ukraine, you should complete certain post-registration tasks to ensure that you are ready to commence your business operations smoothly.
- Company Seal
- Registration with TAX authority
- Social security TAX registration
- Open bank account
- Share capital injection and share certificates
- Accounting Records and Accounting policy of LLC
Document Requirement for Foreigner Founder
- Tax Identification code of Ukraine
- Passport scan copy
- Power of attorney