Register at the Registration Office
Agency: State Registrar, Notary
Currently, the LLC founders to enforce its registration must submit to the registrar or notary the following documents according to Art. 17 of the Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Formations” No.755-IV, dated May 15, 2003:
- Form 1 “Application for registration of legal entity” (format approved by the order of Ministry of Justice of Ukraine dated 18 November 2016 No.3268/5 as amended by the order of Ministry of Justice of Ukraine dated 29 August 2018 №2824/5);
- Original or notarized copy of the decision of founders on establishment of the entity (Minutes of General Meeting of Participants);
- LLC company’s charter executed by the founders;
- The founder’s meeting minutes.
Information on ultimate beneficial owners, as well as the type of holding and all legal entities through which the holding is conducted (in case its indirect) shall be indicated in the application for registration. Registration of an LLC with social security authorities, state statistics, state tax authorities is performed automatically in course of the state registration – the data is transferred by the registrar to the relevant state authorities.
Online registration system (https://kap.minjust.gov.ua/, http://rp.irc.gov.ua/) is available, however not popular due to a complicated procedure for submitting the documents online.
Additionally, application for voluntary VAT registration may be attached to the incorporation application. In this case, an electronic (scanned) copy of the registration application shall be transferred by the state registrar to the controlling bodies simultaneously with the information from the Unified State Register of Legal Entities.
Time and cost: 1 day; No charge if performed at the State Registrar, notary fee is due if done at the Notary’s
Prepare a seal
Agency: Sealmaker
According to the Law of Ukraine “On making amendments to some legislative acts of Ukraine regarding usage of seals by legal entities and individuals entrepreneurs” No. 1982-VIII as of 23.03.2017 (https://zakon.rada.gov.ua/laws/show/1982-19), a legal entity may use a seal in its activities, however, it is not obligatory. Moreover, it is indicated that absence or presence of a seal’s print on the documents does not lead to any legal consequences. Nevertheless the legislative base of Ukraine has not been utterly brought into conformity with these provisions, i.e. some normative acts still require a seal – that is why a seal is a widely use in practice. However, the state and local authorities, banks and notaries generally accept documents that are not certified with a company seal. Though in some cases they may request a duly certified copy of the company’s document containing resolution to not use a company seal (e.g., the company’s charter, respective resolution of the highest governing body, etc.)
Time and cost: 1 day, UAH 190-250, depending on the complexity of a seal
Notarize signature card
Agency: Notary
Notarized signature card is required to open a bank account. According to Section 7 of Chapter 7 the Procedure for Making of Notarial Actions by Notaries of Ukraine, approved by the Order of the Ministry of Justice of Ukraine No. 296/5 dated 22 February 2012, as amended (available at: https://zakon.rada.gov.ua/laws/show/z0282-12), to notarize a specimen signature card, an authorized person shall submit to a notary the documents evidencing his/her right to represent the company and execute documents on its behalf (e.g., a copy of the order on appointment of the authorized person, a copy of the GPM Minutes on election of the authorized person, or a Power of Attorney issued for such authorized person, etc.). As the notary shall also check the legal capacity of the legal entity according to the indicated Order, he/she may also request relevant documents (for instance, the Charter of an LLC, Extract from the Unified State Register of Legal Entities, Individual Entrepreneurs and Non-Governmental Organizations, Excerpt on registration of establishment of an LLC, etc.).
Time and cost: 1 day, UAH 150-250
Open a permanent bank account
Agency: Bank
According to the Regulation of the National Bank of Ukraine No. 492 dated November 12, 2003 on Approval of the Instruction “On the order of opening, use and closure of accounts in local and foreign currencies” (with amendments), the list of required documents for opening of the bank account for the Legal Entity includes:
- The copy of the charter of the LLC (simple copy certified by the director of the LLC or notarized copy);
- A notarized signature card or a notarized copy of the signature card;
- Completed bank questionnaire;
- Completed application form(s) to open a bank account(s), as well as to activate the online banking system;
- Signed bank account agreement, etc. (depends on the requirements of the particular bank);
- Due to anti-money laundering rules, the bank will require disclosure of the whole group structure of the founder(s) down to the natural persons who are the ultimate beneficial owners of the founder(s) (if any).
The above list of information/documents is not exhaustive and may be changed due to the requirements of the specific bank. In case the incorporation of a company was done electronically, no paper version of the charter should be submitted.
According to the Notification Order, on the day of the bank account opening the bank shall notify the State Fiscal Service of Ukraine via electronic sources using reliable means of electronic digital signature regarding this (https://zakon.rada.gov.ua/laws/show/z1058-15). After receiving the electronic notification through the Internet portal, within 1 business day a local tax authority shall notify the bank about registration of the account/refusal to register the account (if applicable). An LLC may use its account for outflow operations only after the bank receives the tax authorities’ notification on registration of the respective account.
Time and cost: 1 day, no charge
Register VAT at the State Tax Authority and obtain a VAT number
Agency: District Tax Office
As defined in Law No. 71-VIII On Amendments to the Tax Code of Ukraine and some Legislative Acts of Ukraine Concerning Tax Reform which went into effect on January 1, 2015, if the total amount of transactions with delivery of goods or/and services, including the use of local or global computer network, charged (paid) during last 12 calendar months, totally exceeds UAH 1 million (excluding VAT), such company is obliged to register as VAT taxpayer, except single tax payer company. Actually, Art. 182 of the above mentioned Tax Code also provides option for voluntarily VAT taxpayer registration.
Application on voluntary registration of a VAT payer may be submitted simultaneously with the state registration of a legal entity. The state registrar or notary submits electronic copy of such an application to the District Tax Office together with the information from the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organisations on the registration of a legal entity.
The Government of Ukraine issued an Order of the Ministry of Finance No. 185/26630 “On Amendments to the Regulation on registration of taxpayers VAT” on February 2, 2015, which came into effect on March 30, 2015. The aforementioned order stipulates that the VAT registration shall be made within 3 working days after filing the registration statement to the state authority.
As of now, it is possible to submit application for the registration as a VAT taxpayer online using electronic cabinet maintained by State Fiscal Service of Ukraine (https://cabinet.sfs.gov.ua/), where the application form may be submitted. Such online registration as a VAT-payer can not be carried before the company’s registration. To be able to apply for VAT registration online, the company or its authorized representative has to enter into the agreement with the District Office of the State Fiscal Service of Ukraine on acknowledgment of the use of electronic documents in the first place. Furthermoe, the company has to obtain electronic signature.
Time and cost: 2 days, no charge
Register employees with the State Fiscal Service
Agency: State Fiscal Service
According to Article 24 of the Labor Code of Ukraine, an employer is obliged to notify local tax authority of hiring an employee at least one day prior to commencement of work. The procedure for notification was set by the Regulation of the Cabinet of Ministers of Ukraine no. 413 dated 17 June 2015. The notification can be done in one of the following forms:
- By filing a filled form to the local tax authority;
- By both filling a filled form to the local tax authority and a digital copy of the form;
- By filing a filled electronic form using electronic digital signature.
Most companies use online systems to notify tax authorities about employment.
Time and cost: Less than 1 day (online procedure), no charge
