Registration of companies in Ukraine with the participation of non-resident

In accordance with the Constitution of Ukraine,
foreigners and stateless persons who are in Ukraine on legal grounds enjoy the
same rights and freedoms and also bear the same duties as citizens of Ukraine.

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.

Registration
of foreign enterprise

The establishment of 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.

If 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.

The
registration process of non-resident founder

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.

Non-resident founder passes
through the same stages of registration that resident founder. 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 tax payer 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 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.

Preparatory stage for the registration is carried out
after provision of the necessary documents. 
Registration of an entity by foreign founder in stages consists of:

·                   
obtaining
of an identification number in Kiev (for physical persons);

·                   
provision/receipt
of a document about the fact of registration of company in Ukraine (for legal
entities);

·                   
preparation
of all constituent documents;

·                   
forming
of statute of the company with foreign investments;

·                   
registration
of foreign investments;

·                   
filing
of documents for registration in all government bodies, including fiscal
services, funds, etc.;

·                   
seal-making;

·                   
opening
an account.

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 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, registering foreign investment,
the foreign citizen has the right to obtain a permanent residence permit in
Ukraine.

Implementing of budgets in the share capital of LLC under formation with
foreign capital is possible only in foreign currency of the first category
(euro, dollars, etc.). For putting the Ukrainian national currency – hryvnia in the share capital, the
amount of foreign currency should be transferred to a special bank account of
the investor-founder thereafter to give a mandate to bank to sell the depositing
currency and then to enroll the profits as a contribution into hryvnias (UAH)
in the formed statutory fund.

Companies with foreign capital or foreign founders and
legal entities on the territory of Ukraine are identical subject to taxation. In
2016, the profit tax rate for all legal entities, including companies with a
foreign owner is 18%.

Law company «Aleksey
Pukha and Partners» has vast experience in the market of legal services in the
sphere of corporate, tax law and conducts registration of companies with
foreign capital and with the participation of non-residents.