April 01, 2025
Incorporation of an LLC in Ukraine: A Comprehensive Overview
Establishing a Limited Liability Company (LLC) in Ukraine is a strategic move for businesses seeking to operate in the country’s growing economy. Known as “Товариство з обмеженою відповідальністю” (TOB), the LLC structure provides flexibility, limited liability protection, and straightforward administration, making it the most popular choice among both domestic and international investors.
Key Characteristics of a Ukrainian LLC
- Shareholders – An LLC can have one or more shareholders, with no upper limit. Shareholders can be individuals or corporate entities, regardless of nationality.
- Directors – The company must appoint at least one director, who must be an individual. Foreign nationals can serve as directors but must obtain a work permit and a temporary residence permit.
- Registered Address – Every LLC must have a registered office address within Ukraine, which serves as the official legal location for company activities.
- Share Capital – There is no legally mandated minimum share capital. It can be set as low as 1 UAH, though a reasonable capital amount is advisable for credibility.
- Governance Structure –
- General Meeting of Shareholders (GMS): The supreme decision-making body.
- Director or Board of Directors: Responsible for daily management.
- Supervisory Board (optional): Can be appointed to oversee the directors’ actions.
- Transfer of Shares – Share transfers are permitted but may be subject to pre-emptive rights outlined in the company’s charter. As of June 17, 2018, changes in shareholder composition do not require amendments to the charter.
LLC Registration Process in Ukraine
- Obtain a Ukrainian Tax Identification Number (TIN) – Foreign individuals intending to be shareholders must acquire a TIN from Ukrainian tax authorities. This requires applying with a notarized and translated copy of the passport.
- Secure a Registered Address – A physical address in Ukraine must be designated as the official registered office.
- Prepare Incorporation Documents – Essential documents include:
- Charter (Statute): Defines the company’s structure and operations.
- Minutes of the Founding Meeting: Records key decisions made at the company’s establishment.
- Application for Registration: A standard form submitted to the relevant authorities.
- Notarization and Legalization – All documents must be notarized. If originating from outside Ukraine, they must be apostilled or legalized, depending on applicable international agreements.
- Submission to the State Registrar – The required documents are filed with the relevant state authority. The registration process is usually completed within one business day if all documents are in order.
- Tax Registration – Following incorporation, the company must register with Ukrainian tax authorities, obtain necessary tax certificates, and register for VAT if applicable.
The Model Charter Option
Ukrainian law provides the option to register an LLC based on a Model Charter, a standardized statutory document provided by the government. Using this option can streamline the registration process, as drafting a custom charter is not necessary. However, the Model Charter includes only general provisions, and any specific company regulations must be established separately through resolutions approved by the GMS.
Conclusion
Incorporating an LLC in Ukraine is a structured process with clear legal requirements. The LLC structure offers significant benefits, including limited liability, operational flexibility, and straightforward governance. Businesses aiming to establish a presence in Ukraine should consider consulting local legal experts to navigate corporate regulations efficiently. The availability of the Model Charter can further simplify the incorporation process, depending on the specific needs of the company.
For more information or queries, please email us at
[email protected]
Key Contact
Surendra Singh Chandrawat
Managing Partner
