Law company
"Business Lawyer Group"
01030 city of Kiev,
Chapaeva street, 14
Tel.+38(097)553-86-71
E-mail: law@blg.com.ua 

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  Registration of Limited Liability Company in Ukraine









 Registration of Limited Liability Company in Ukraine 


Sections of the article:

  • Common to all cases of the necessary documents
  • The information that must be reported.
  • The most important information about the legal form of "Limited Liability Company".
  • Options of the location of the company and documents which confirm that.
  • Documents from the founder of the resident - physical person.
  • Documents from the founder of resident - officially authorized entity.
  • Documents from the founder of non-resident - ordinary person.
  • About identification number for non-resident - ordinary person.
  • About the registration of the enterprise without incoming of the founder in Ukraine.
  • Documents from the founder of non-resident - legal entity.
  • About apostil (certification).
  • About transfer.
  • List of countries, documents from which do not require any legalization or apostil to bring them into Ukraine.
  • Where is required the presence of the founders, directors and other persons from the side of a customer.
  • Features for non-residents in the formation of the share capital of an enterprise using the funds
  • Introduction of foreign currency with using of the bank transfer.
  • Opening and maintaining accounts of non-resident investor.

Documents which are submitted:

Common to all cases, the necessary documents:

1) From the director of an enterprise - a copy of the passport, certificate of identification number.
2) If accountant of an enterprise is known - a copy of his passport, certificate of identification number.
3) Documents which confirm the location (legal address) of an enterprise.
4) The formation of the charter capital of an enterprise asset - the list of this property, with an indication of value and an indication of who is the founder of what kind of property is made.

Notes: At the registration stage director may be just a citizen of Ukraine. This may be one of the founders or any other person. The presence of an accountant is not necessarily.

Information that must be reported:

  • The name of an enterprise
  • The area of registration. Kiev
  • The location (legal address)
  • The size of share capital
  • Distribution of shares among the founders
  • Composition of contributions in proportion to the formation of each of the founders.
  • Suggested activities.
  • Need for "improvements" to the press (snap, ornaments, etc..)
  • Need to manufacture additional stamps.
  • Selected bank.
  • The chosen system of taxation.
  • Telephone, which specified in documents such as phone companies, etc.

The most important information about the legal organizational form of "Society with Limited legal responsibility".

The minimum capital of a society with limited liability (SLL) - a minimum wage (from 01.01.2011 - 941.00 USD. From 01.04.2011 - 960.00 USD. From 01.10.2011 - 985.00 USD. From 1.12 .2011 - 1,004.00 USD.) (Statutory capital initially can be formed as goods - material funds, and also rights on intellectual resources (that are measured by agreement of participants) as well as money, until the registration is necessary to each party to have made no less than 50% of its shares). Share in the authorized capital SLL transferred only with permission of the other participants. Participants who own more than 60% of the votes have a formal "power" in the company (a quorum at which participant (participants) are able to make decisions on all matters which fall within their competence). Participants SLL are not responsible for the obligations of the society (except to the degree of its contribution to the authorized capital of the society). The authorized capital must be initially fully developed at least of one year after the creation of a society and at the end of the second and each following year activity of SLL must have assets, which have to cost not less than the amount of authorized capital.

Variety of the location of the enterprise and its supporting documents:

1) The Non-residential leased premises - you must to provide the lease (between the owner of the premises and one of the founders), and a copy of a document, which confirms that the property-owner is the owner of the premises, and if it is the sublease - consent in some form or another of the primary owner of a sublet (if it is necessary, a sample lease of contract - we will provide).
2) Place of the residence of one of the founders (in case if participant - is the resident), it confirms with registration ('residence permit') - it is the best option.
3) Place of residence of the director, which confirms with a registration ('residence permit').
4) Property which is belonging to one of the founders - you must give a copy of the document which confirms the ownership of the founder.

To get the work we can without location documents (it is necessary only to report about the specific address).

Documents from the founder of the resident - physical person

1) A copy of the passport.
2) A copy of the certificate of identification number in Ukraine.
3) A copy of state registration of an entrepreneur (if it is available) - it is desirable (to avoid discrepancies when you specify data).

Documents from the founder of the resident - legal person

1) A notarized copy of state registration;
2) Copy of a certificate of statistical bodies;
3) Copy of certificate about registering as a tax payer (r. 4-OPP) - which is certified by the tax inspectorate at the place of issuance (not required when you register a new business going in the same administrative area in which entity (founder) is registered;
4) A certificate from tax inspectorate about the absence of debts of paying taxes (it is not necessary if the registration of new businesses is going in the same administrative area which entity (founder) is registered;
5) A copy of the constituent documents (it is not required);
6) Judgment (report) of the main body of the legal person (founders' or shareholders' meeting) about the decision of the founder to assume (a sample of this report will be provided with the cooperation);
7) If the document elements of an enterprise will be signed by the head entity of the parent - you must provide a solution (protocol) of the main body (the founders' and shareholders' meeting) about an appoint of the head of the legal person of the founder, to submit a notary public charter entity and also have the stamp with you;
8) If the documents produced by the company will be signed by the representatives (but not leaders) of the parent entity - you must provide a notarized command of legal representative on the provision of an appropriate authority, such as representative (a sample of such authorization we will provide for necessary deviation). The authorization must be stamped by legal entity;
9) Copy of passport, certificate of identification number of the person, who will sign on behalf of the entity founding - documents of an enterprise (the manager or representative);
10) Or discharge extraction from the unified state register of Ukrainian enterprises;

Documents which are originating from the legal entities (protocols, legal representative) must be with the seal of the legal person.

Documents from the founder of non-resident - ordinary person

1) Copy of passport (as a rule - "foreign") (the Ukrainian visa, if you have any)
2) A copy of the certificate of identification number in Ukraine. (Reception of this certificate may be assigned to us).

About getting of the identification number for non-resident - ordinary person

Getting help with identification numbers may be assigned to us.
In this case you must provide (except copies of your passport) legal representative for our staff.
(legal representative can be signed with our notary, at the personal visit of non-residents, as well as power of public prosecutor can be issued (and be signed by a notary) in the country of non-residents (a sample power of attorney we will give), to transmit us a copy of your passport and non-residents may physically come to Ukraine (for the signing of an undertaking enterprise) after receiving of the assignment certificate of identification number).
The assignment term of an ID-number - 2-5 working days.

About the registration of an enterprise without arriving of the founder in Ukraine

This is possible if from the name of the founder will operate its trustee. In this case, it is additionally necessary to provide: legal representative of granting authority to a trusted person of the founder (the sample we will give a power of attorney if it is necessary), copy of passport and certificate of identification number of such trustee.

Memorandum: The above-mentioned power of attorney, in the case of their extradition to other countries (most of them) must be confirmed by an apostil or be legalized (below is a list of the documents of which are confirmed by an apostil, and a list of countries and documents of which do not require any legalization or apostil (power of attorney issued by the CIS does not require any legalization or apostil), as well as officially translated into Ukrainian. If it is necessary, the translation can be done in Ukraine, and work with translation you can instruct us. With the signing of the notary (in Ukraine) a person who does not speak Ukrainian (Russian) language, require the presence of the interpreter with a diploma.

Documents from the founder of non-resident - legal entity

1) A notarized copy of a document which confirms the registration of legal person - the founder's country of residence (for example, an extract from the trade, bank, court registry, etc…). (If it is required - with using an apostil (certification) and translation).
2) The decision to have a word was the founder of an enterprise (for example, protocol of the meeting of the main body (the founders' meeting and shareholders) of legal entity - founder) (if it is necessary - with translation) (sample of the solutions we will provide if needed);
3) If the documents of the producing company will be signed by the head of the legal person - the founder, it is necessary:
- To give the decision to appoint him head of the legal person - the founder (if necessary - with translation)
- Submit a notarized copy of the license of the legal person to the notary - the founder (if necessary - with an apostil (certification) and translation),
- Carry with a stamp, the documents which are signing to notarize with a stamp of a legal entity - the founder;
4) If the documents which produced by the company will be signed by the representatives of the parent entity (the attorney) - you must provide a notarized power of attorney on the provision of appropriate authority to such representatives (if required - with an apostil (certification) and translation) (sample power of attorney we will provide, if it is necessary). The authorization must be stamped with a legal entity;
5) A copy of the passport, the certificate of Ukrainian identification number (if any is) of the person who will sign documents from the name of the entity founding of an enterprise (the manager or representative);
6) A notarized power of attorney on the staff of the law firm to perform actions on the registration of an undertaking (in consequence of defects of Ukrainian law on notaries acts on the territory of Ukraine to issue such a warrant is not always seamlessly) (if it is required - with an apostil (certification) and translation) (the sample of a power of attorney we will give). The authorization must be stamped with a legal entity;
7) Only for residents of the CIS: A notarized copy of document from statistical authorities and from tax authorities about registering (These documents may be required in the formulation of an undertaking to register with the tax authorities in Ukraine);

Memorandum: Number of documents required to an instance. In the case of providing notarial copy of the document for registration in the country of residence in the form of "copies of copies", the document will be required in the 3 copies.
Documents which are originated from the legal entities (protocols, decisions, powers of attorney) must be with the seal of the legal person.
With the signing documents in the notary (in Ukraine) a person who does not speak Ukrainian (Russian) language, require the presence of the interpreter with a diploma.
Documents from the CIS in Russian do not require any apostil or legalization or other procedures.

Apostil (Legalization)

The above-mentioned power of attorney and notarized copies in their "origin" of most countries must be confirmed by an apostil or legalized. Documents from some countries do not require any legalization or apostil, or any other procedures (for example- CIS's countries).
Introduction of an apostil produced by an authorized public authority of the country, legalization produced in Consulate of Ukraine respective country. Apostil is not possible in all countries.

About translation

Above-mentioned documents in the case of their extradition to a foreign language should be formally (with notarization of signature of translator) translated into Ukrainian (as an exception for certain documents - Russian). If necessary, such translation can be done in Ukraine, and work with translation, if necessary, can be entrusted to us.
Mentioned solutions of the main body of the parent entity can be created in Ukrainian (Russian) language without translation, reassurance, and other procedures.

List of countries from which documents for presentation in Ukraine do not require any legalization or apostil:

CIS countries and Baltic states (Armenia, Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Russian Federation, Tajikistan, Turkmenistan, Uzbekistan, Lithuania, Estonia, Latvia), Albania, Algeria, Bulgaria, Hungary, Vietnam, Korea, China, Cuba, Mongolia, Poland, Romania, Slovakia, the country formed after the breakup of the former Yugoslavia, Czech Republic, Finland.

The list of countries, the documents of which (for presentation in Ukraine) can be confirmed by apostil:

Australia, Austria, Albania, Andorra, Antigua and Barbuda, Argentina, Bahamas, Barbados, Malta, Marshall Islands, Mexico, Monaco, Namibia, Netherlands, Niue, New Zealand, Norway, Panama, South Africa, Portugal, Russian Federation, Romania, Samoa, San Marino, Seychelles, St. Vincent and the Grenadines, St. Kitts and Nevis, Saint Lucia, Serbia and Montenegro, Slovak Republic, Slovenia, United Kingdom of Great Britain and Northern Ireland, USA, Belize, Belarus, Bulgaria, Bosnia and Herzegovina, Botswana, Brunei, Chile, Armenia, Grenada, Greece Dominican Republic, El Salvador, Estonia, Israel, Ireland, Spain, Italy, Kazakhstan, China, Hong Kong, Macau, China, Cyprus, Ecuador, Latvia, Lesotho, Lithuania, Liberia, Liechtenstein, Luxemburg, Mauritius, Macedonia, Malawi, America, Suriname, Tonga, Trinidad and Tobago, Turkey, Hungary, Fiji Finland, France, Croatia, Czech Republic, Sweden, Switzerland, Japan.
(Note: Belgium and Germany are missing from this list (as they opposed Ukraine's accession to the convention), for these countries acts general order of legalization of the documents for presentation in Ukraine - legalization at the Consulate of Ukraine.

Where requires the presence of the founders, directors and other persons from the customer:

1. At the beginning of the registration process - requires the presence of promoters (or their representatives) of notary when it is signing the constitution and powers of attorney; (When the notary signing documents by a person who does not speak Ukrainian / Russian language, there should also be the presence of an interpreter with the appropriate diploma).
2. At the end of the registration process - must be private presence in the bank opening permanent account directors and other persons whose signatures are included in the signature card;
3. After the registration process - the director must personally receive the certificate of VAT (and / or evidence of a single tax payer) in the tax office (other persons, these documents may not be issued), we give a memo, instructions for obtaining the certificate;

Especially for non-residents in the formation of the share in the allocate capital of an enterprise cash

Cash contributions from foreign founders are possible only in the form of exchange of the first category - the dollar, euro, etc… (You can also deposit in UAH, but for this there is a need to establish a special investment account for non-resident investor, credited to him currency of the first category, to sell the currency and the proceeds in UAH - listed in authorized capital initially created company).

Introduction of the Foreign Currency using wire transfer:

Foreign currency can be transferred from the account of non-residents from outside the Special Account, which created businesses to form authorized capital initially or an investment account of the non-resident, opened in Ukrainian bank, from which - can then be transferred to the account of an enterprise.

The introduction of foreign currency in cash:

Foreign currency in cash can be paid on the investment by non-resident investor of an individual, but you must confirm "the legality" of money amounts (customs declaration, documents of withdrawal from the card, from another account, etc.).
(On the investment account non-resident investor entity cash foreign currency can not be made, but it can make on a regular (current) account of the non-resident - natural person, and then transfer into account the non-resident investor - for legal entities).

Opening and maintaining accounts of non-resident investor:

Opening and maintaining accounts of non-resident investor may as non-resident person (including legal entities - over the signature of a head of the legal person - resident and with the stamp of legal entity) and representatives of non-residents on the authorization form (a sample of such power of attorney can provide if needed).
If it is necessary, we assist you in opening and maintaining such accounts of non-resident investors.