Company registration in Ukraine

Ukraine is the largest state in Europe in terms of territory. It is in a favorable geographical position and has already received the status of a candidate for joining the European Union. Therefore, registering a business in this country is of interest to many people, both Ukrainians, and foreign citizens.

However, in order to register a company in Ukraine, it is necessary to go through a certain procedure. Some difficulties may arise at the registration stage. Therefore, it is better to entrust this work to professionals. Zigma lawyers will help you with LLC registration or any other type of business entity registration in Ukraine. Our specialists will carry out the procedure on a turnkey basis and answer any of your questions on company registration online.

What companies can be registered in Ukraine?

In Ukraine, you can register several types of legal entities. Private entrepreneur registration may be enough for Individuals who work with small turnovers. However, for large businesses and for most types of medium-sized businesses, this option is not suitable. In some cases, you need to open a company. You can register your business in Ukraine in one of five legal forms:

• Limited Liability Company (LLC);
• Additional Liability Company (ALC);
• Closed Joint Stock Company (CJSC);
• Open Joint Stock Company (OJSC);
• Representative office.

Each legal entity has its own characteristics and features, so the choice is individual, depending on the type of business, planned profits, etc.

The rules for private limited company registration in Ukraine are determined by the laws "On Limited and Additional Liability Companies" dated June 17, 2018, as well as the Law of Ukraine "On Joint Stock Companies" dated September 17, 2008. The Economic Code and the Tax Code of Ukraine regulate the activities of these organizations.

Requirements for LLC registration in Ukraine.

You need to be aware of several important requirements before registering a company in Ukraine. Let's consider these requirements in the example of LLC registration.

• There are no requirements for authorized capital to register a limited company in Ukraine. You can establish a company with an authorized capital of 1 UAH.
• To register an LLC, it must have at least one director. The director must be a citizen of Ukraine or a person who has a residence permit in the country. There is no requirement to have a secretary in the company.
• Companies in Ukraine must have at least one shareholder. There are no citizenship or tax residency requirements for shareholders. Therefore, foreigners can establish an LLC in Ukraine and do business there.
• Ukraine has a public register of company owners. This means that information about beneficiaries is publicly available and can be obtained without much difficulty.
• You should register the business name in Ukrainian. Names in other languages (for example, in English, German, Spanish, or any other) can be written in the organization's charter.

These requirements are mandatory for all limited liability companies and must be observed. If they are not met, the company's registration will be refused. You can resubmit documents after the deficiencies are eliminated.

What do you need to know about registering a representative office of a foreign company in Ukraine?

A representative office of a foreign company in Ukraine can be registered in two types:

• Non-commercial. Such companies do not have the right to conduct economic activities and, accordingly, are not taxed on the territory of Ukraine. A special bank account of N-type is opened for them.
• Trading or permanent. Organizations of this type have the right to conduct economic activities and, accordingly, are required to pay all taxes. A bank account of type "P" is opened for these enterprises.

A permanent representative office is a fixed place of business through which a company carries out its business activities, whether it sells goods or provides services. It can be a company office, warehouse, shop, consulting center, salon, etc. It can also be objects on which the company is directly working. For example, an object where construction or installation work is being carried out.

You must register a partnership of any type with the Ministry of Economy, Trade, and Agriculture of Ukraine. After business entity registration, company representatives receive a certificate of new company registration. Then the company must be registered in the Unified State Register of Legal Entities, and after that, in the tax and pension authorities.

Taxation and accounting.

There are two systems of taxation in Ukraine – general and simplified. The simplified taxation system (STS), in turn, is divided into four groups. Groups 1 and 2 are provided only for individual entrepreneurs. Both individual entrepreneurs and certain types of legal entities can use STS 3 Group. A special simplified tax system for agricultural companies of the 4th group is provided.

As for the taxes, they need to be considered separately for each system. In the general taxation system, the company pays 18% of the profit. At the same time, there are no restrictions regarding the annual turnover, the number of employees, etc. The general taxation system is a good choice for large companies, as well as for many types of medium-sized businesses.

The simplified taxation system has limitations on annual turnover, the number of employees, etc. There are also restrictions on certain activities. For example, LLCs and individual entrepreneurs that operate on a simplified taxation system cannot sell alcoholic beverages, tobacco products, medicines, etc.

The tax rates under the simplified system are as follows:

• STS 1 group – no more than 10% of the minimum wage.
• STS 2 group – no more than 20% of minimum wage.
• STS 3 group – 3% + VAT, or 5% excluding VAT.

As for the simplified tax system of the 4th group, it is calculated purely individually, depending on the area and characteristics of land plots that agricultural companies process.

As for accounting, its submission in Ukraine is mandatory for all types of companies and individual entrepreneurs. The company submits its first report 30 days after business entity registration. Organizations are required to submit annual accounts.

The process of company registration in Ukraine.

LLC registration in Ukraine starts with contacting the state company registration office at the location of the company you want to open. After you receive a certificate of registration, the information about the organization will be entered into the Unified State Register of Legal Entities.

To register a company, you must submit the appropriate package of documents. Documents can be submitted only in the state language. A notarized translation of papers into Ukrainian must be attached if an organization is opened by a foreign citizen or legal entity.

The registration card can be filled out both by hand and typewritten. A package of documents can be submitted in person, through a legal representative (in addition to documents, the representative must also present a passport and a power of attorney), or by mail (notarization of the signature is required). Business registration online is also possible for one-person companies (individual entrepreneurs) Since November 6, 2014, the norm on payment of the state fee when submitting documents has not been applied in Ukraine.

After submitting the documents, the registrar checks them and makes a decision. If it is positive, the company is included in the Unified State Register, and the founder receives registration documents: a certificate of firm registration and an extract from the USR. After that, it is necessary to register the legal entity with the regulatory and social authorities – the State Fiscal Service, the Pension Fund, etc.

What documents are needed to register a legal entity in Ukraine?

In order to register a company in Ukraine, it is necessary to submit a package of documents. To open an organization, you need to submit the following papers:

• Registration card.
• Statement on the choice of the taxation system. The company will be registered on the general taxation system if this document is unavailable.
• Application for voluntary registration as a VAT payer (if the company plans to pay VAT).
• Application for inclusion in the Register of non-profit organizations (for companies that will not conduct economic activities).
• The original or a founders' notarized copy of the establishment of a legal entity.
• Original founding document.
• Documents confirming the ownership structure of the founders (if the founders are legal entities).
• Passports of the founders (if they are individuals) and the company director.

In addition, special documents may be required, depending on which organization you need to register.

The Zigma law firm offers its clients company registration services in Ukraine. Our specialists have vast experience in this field. We offer turnkey services on all kinds of business entity registration, including private entrepreneur registration. We will help you decide on the type of company and fully represent your interests in state bodies. In case of an unreasonable refusal, our lawyers will appeal the decision of the state registrar in court. We also offer legal services for companies registered in Ukraine on a subscription basis.

Do you still have questions about registering an LLC in Ukraine?

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