The rules of registration company in Ukraine for foreigners
In addition, the Economic Code of Ukraine and the Law of Ukraine «On the Legal Status of Foreigners and Stateless Persons» also stipulates that foreign citizens and stateless persons in the exercise of economic activity in Ukraine enjoy the same rights and have the same duties as citizens of Ukraine.
The establishment of the foreign enterprise is governed by the Law of Ukraine «On State Registration of Legal Entities and Individual Entrepreneurs». Ukrainian legislation does not provide an obligation of foreign entities to establish enterprises in certain organizational and legal form. In accordance with Part 1 of Article 117 of the Economic Code of Ukraine establishment of unitary enterprises as well as corporate, foreign enterprises, depending on the will of the founder and the requirements of the legislation on mandatory implementation of certain types of activity in certain legal forms.
Choice of the organizational-legal form
Generally, both residents and non-residents in establishing of enterprises choose such organizational-legal form as limited liability company (LLC), despite the absence of a limited selection of the organizational-legal form. This relatively regulated by the legislation of Ukraine form of enterprise can solve all the basic objectives of non-resident founder (carrying out economic activities on the territory of Ukraine through the controlled enterprises or with the participation of partners from Ukraine, an opportunity to obtain profit and profit repatriation, lack of liability of the non-resident founder for debts of created enterprise, etc.). At the same time, LLC does not provide for additional formalities dealing with the issue of shares and difficult reporting, as in joint-stock companies.
The legislation does not provide for minimum share capital for a limited liability company (LLC). But it should be noted that if the foreign non-resident founder will form the authorized capital of launching enterprise in the amount of not less than 100 000 US dollars, the foreign citizen has the right to obtain a permanent residence permit in Ukraine.
If a non-resident physical person intends to become a founder of a legal entity in Ukraine, in this case, he must provide a copy of the passport and get a non-resident tax payer's card - a personal identification number to the tax authorities.
It should be noted that if non-resident founder intends to hold the position of director of an enterprise, it’s necessary for him to obtain a work permit in the relevant employment office.
Accordingly, in order to register the company with the non-resident founder in Ukraine, the following documents are needed:
• copy of the passport (translated into Ukrainian and certified by a notary) and taxpayer code, gained in Ukraine;
• application for registration of a legal entity;
• statutory documents;
• minutes of the meeting at which it was agreed to create a legal entity.
If a non-resident founder is a legal entity, the following documents are also needed:
• extract from the register;
• minutes of the meeting at which it was agreed to become a member of the newly created legal entity.
Registration of an entity by the foreign founder in stages consists of:
• obtaining of an identification number in Kiev (for physical persons);
• preparation of all constituent documents;
• filing of documents for registration in all government bodies, including fiscal services, funds, etc.;
• opening an account.
Companies with foreign capital or foreign founders and legal entities on the territory of Ukraine are identical subject to taxation. In 2018, the profit tax rate for all legal entities, including companies with a foreign owner is 18%.
Disclaimer: While every effort has been made to ensure the accuracy of this publication, it is not intended to provide legal advice as individual situations will differ and should be discussed with an expert and/or lawyer. For specific technical or legal advice on the information provided and related topics, please contact the author.
7 June, 2018