The most common form of doing business in Ukraine is a Limited Liability Company.
Unlike other forms of LLCs, it has no restrictions on the types of activities, the number of partners and the size of the authorised capital.
LLC members are liable only to the extent of their shares in the charter capital, and such a company can be established by a resident individual or legal entity, as well as by a non-resident (foreigner) under the same rights and conditions.
Thus, this form allows solving all the main tasks of a foreign founder and does not require complex additional formalities.
So, now the registration of an LLC in Ukraine is carried out as follows:
1. Adoption of a decision (minutes of the meeting of LLC founders in Ukraine or a written decision of the sole participant) on the establishment of an LLC and execution of the necessary documents.
At this stage, it is necessary to specify:
1) the name of the Company;
The name of a limited liability company in Ukraine may consist of its own name, as well as contain information about the purpose of the activity, type, method of conducting the activity, dependence of the limited liability company on other organisational units and other information in accordance with the requirements for the names of other forms of companies established by the legislation of Ukraine.
The name of the LLC shall be indicated in the state language and additionally in other languages (if necessary). A company in Ukraine may have an abbreviated name in addition to its full name.
Before registration, it is necessary to check whether the chosen name is used by another legal entity, which will save the founders' time and money, as the State Registrar of Ukraine will refuse to register the Company due to the existence of companies with such a name.
2) the legal address of the limited liability company in Ukraine;
The registered office of the Company is, as a rule, the actual place of business or the location of the office from which the current management of the Company's activities is carried out (mainly the governing body), as well as management and accounting, however, the Company may use other existing actual addresses, not limited to the address of the Company's registration, i.e. receive only correspondence from the Ukrainian authorities to the official address (virtual office).
3) the composition of the LLC's founders;
Ukrainian legislation does not limit the minimum (there can be only one founder) and maximum number of co-founders of a limited liability company.
The most important thing is that the company has at least one co-founder - in this case, he will be 100% owner of the company, even if he is a foreigner.
Founders can be individuals and legal entities - residents, as well as non-residents (foreigners, foreign companies).
Foreigners (non-residents) in Ukraine have the right to conduct business and engage in entrepreneurial activities on an equal footing with Ukrainians, but there are certain legal nuances, in particular: a foreigner must obtain an identification number from the tax authority of Ukraine (the procedure takes 3-4 days); a foreigner has the right to work officially in Ukraine only after obtaining a work permit in Ukraine; if a foreigner stays in Ukraine for more than 180 days a year, he or she must additionally obtain a temporary residence permit in Ukraine (residence card in Ukraine).
It should be noted that if a non-resident foreign founder creates a charter capital of the Company in the amount of at least USD 100,000.00 by registering foreign investments in Ukraine, he/she automatically becomes eligible for a temporary residence permit in Ukraine.
If the founder is a foreign legal entity, in addition to an extract from a commercial, banking or court register, it is necessary that the decision to establish a company in Ukraine be made at a meeting of the supreme body of the foreign legal entity (minutes, decision of the foreign company's meeting).
4) LLC director;
A foreigner who is a founder of an LLC and at the same time a director of the company is not entitled to obtain a work permit in Ukraine, as the documents for obtaining such a permit are submitted on behalf of a registered company.
In this case, the president of the company must be at least temporarily a citizen of Ukraine (temporary director of the company), and after the company is registered, the resident director may go through the procedure for obtaining a work permit. for a foreigner - founder/co-founder, and then carry out the procedure for changing the company's director.
5) the amount and method of creating the authorised capital;
A shareholder's contribution may be money, securities or other property. Each LLC member must make its full contribution within six months from the date of state registration of the Company in Ukraine.
If the charter capital is contributed by a foreigner in Ukraine in the form of cash, a customs declaration must be obtained upon importation into Ukraine and customs clearance, and if the transfer is made from abroad in foreign currency, the name of the payment must be indicated, and the amount of the charter capital in foreign currency equivalent must be specified in the company's charter.
6) types of activities of the LLC;
When choosing the type of activity, one should pay attention to whether it is possible to conduct it in the chosen taxation system and whether future activities are carried out on the basis of a special permit, and then obtain such a permit (licence, patent, etc.) immediately after the company is registered.
7) LLC taxation system;
By default, a limited liability company is registered under the general taxation system (income tax on a general basis at 18% of income). In order to obtain VAT or single tax (simplified taxation system), it is necessary to submit the relevant applications to the Ukrainian tax authority separately or together with the registration documents.
2. State registration of LLC in Ukraine:
1) holding a general meeting of the company, adoption of constituent documents;
2) notarisation of the constituent documents (resolution/minutes, charter). When signing documents at a notary (in Ukraine), a person who does not speak Ukrainian should ensure the presence of an interpreter;
3) obtaining a copy of the Company's registration document;
4) making a seal of the Company.
3. Opening an account and payment of the charter capital of the LLC:
1) signing of bank cards and a package of documents for opening an account (personal presence of persons authorised to sign is required);
2) obtaining a certificate of opening a company account and payment of the charter capital (in case of transfers from a foreign country, the name of the payment must be indicated - addition to the charter capital of the company);
3) obtaining electronic keys for submitting electronic reports.
All documents, if issued in a foreign language, must be officially translated into Ukrainian and duly certified.
Establishing an LLC in Ukraine is not a lengthy process, but it requires careful preparation of all documents, especially in the case of foreign founders of such a company, as any mistake will prolong the time for company registration and, consequently, increase additional costs associated with bringing the documents into compliance and their new notarisation, new stamp duty, etc.