Company formation in Ukraine. (Srl, spa Ukraine).

The international law firm "LegalGB Law Firm LLC" offers comprehensive services for the registration of commercial companies on the territory of Ukraine. The service starts from the establishment of srl or spa companies in Ukraine, to the opening of a bank account in Ukraine with local banks, to the search for financing, including non-repayable financing, to start up companies and companies operating in Ukraine.

For the Italian user who intends to open, start and develop a business, factory, sales including online, representation in Ukraine and any type of commercial project in Ukraine, this firm provides consultancy services and concrete assistance regarding registration and changes to sole proprietorships, partnerships and limited liability companies in Ukraine:

• establishment  commercial companies in Ukraine;

• VAT registration opening in Ukraine;

• operating permits in Ukraine;

• opening a bank account in Ukraine;

• opening/closing of work points/branches, branches/permanent offices, representations in Ukraine;

• appointment/removal of directors in Ukraine;

• change of registered office to Ukraine;

• name change in Ukraine;

• increase / decrease share capital in Ukraine;

• change / complete object of activity in Ukraine;

• sale/purchase of social partners in Ukraine;

• exclusion of a partner in Ukraine;

• responsibility of the administrator in Ukraine;

• division of the company in Ukraine;

• liquidation of the company in Ukraine;

• suspension of activity in Ukraine;

• continuation of the company's business with legal heirs in Ukraine.

 

The international law firm for Ukraine "legalgb law firm", in order to offer a complete service of pure excellence, makes the following administration and accounting services available to its clients in Ukraine.

 

Business accounting for companies and individual businesses in Ukraine:

accounting management service in Ukraine (general accounting, budget and VAT accounting);

periodic receipt of accounting documents in Ukraine (purchase and expense documents and any other receipts, sales documents, documents relating to accounting and financial movements);

attribution and processing of accounting data with exclusive reference to the documentation received in Ukraine;

periodic VAT processing and settlement in Ukraine;

printing and delivery of payment authorization with compensations and integrations with any other taxes in Ukraine;

collection and forwarding to relevant companies of documents relating to extra- and intra-community relationships with other subjects for the processing of forms in Ukraine (if due);

periodic printing of mandatory registers and any auxiliary documents in Ukraine;

preparation of the year-end financial statements complete with the relevant annexes in Ukraine;

annual update of the inventory book with reporting of the balance sheet and analyzes deemed necessary by the applicant in Ukraine.

 

Comprehensive consultancy services regarding joint stock companies in Ukraine.

Comprehensive consultancy services regarding representations in Ukraine.

Comprehensive consultancy services regarding European companies in Ukraine.

Comprehensive consultancy services for foreign commercial companies to open branches, branches, permanent offices or representations on the territory of Ukraine.

Consulting services in assessing decision-making risk in the day-to-day administration of business in Ukraine.

 

Drafting of the articles of association, the resolution of the general meeting of members, the additional amending act, the updated article of association, the contract of sale or transfer of social partners in Ukraine;

 

Comprehensive tax consultancy services, offered in association with the accounting expert group in Ukraine:

Tax consultancy services for registering commercial companies in Ukraine

Choose the tax regime favorable to each type of business (income tax/profit tax in Ukraine),

Consultancy services regarding internal VAT and  community, in accordance with the tax code in Ukraine.

Obtain your tax registration number from the Public Finance Administration of Ukraine.

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Establishment and registration of companies in Ukraine for foreigners.

Limited liability company in Ukraine (L. L. C.)

Documents required for registration of limited liability companies in Ukraine:
The natural persons constituting the corporate structure:

passport data and copy of the passport of each future member;

Ukrainian tax code for each member (taxpayer identification code);

physical presence in Ukraine or a power of attorney for intermediation of interests issued to the Firm by the partners. It is possible to issue a special cumulative power of attorney for all members.

Name of the person who will fill the role of administrator. 

From legal entities constituting the corporate structure (foreign business entities):

power of attorney for intermediation of interests;

copy of the statute;

system registry extract (or an extract from the business register);

certificate of incorporation (certificate of issue of VAT number and registration in the chamber of commerce and deed of incorporation and statute celebrated before an Italian notary).

The presence of the founding members is not mandatory. Registration actions can be carried out after issuing a special power of attorney. Ukrainian limited liability companies can be established by natural persons, legal entities or mixed partners. 

Company taxation in Ukraine.

The S.r.l. must be registered with  the tax authority of Ukraine. 

At a tax level, you have the following obligations:

the company's income tax (profit rate and 18%), with or without (at the choice of the withholding agent) registering as a VAT withholding agent (maximum tax 20%, depends on the product or service). 

Or, fixed rate (income rate and 5%), with or without (choice of withholding tax) upon registration as VAT withholding agent (maximum tax 20%, depending on the product or service).

According to the tax law of Ukraine, a withholding agent cannot be registered as a corporate income tax withholding agent and a fixed rate withholding agent at the same time. Only one option can be made, unless it is changed later.

Lately, Ukraine has launched the new rules of the tax code and has positively reformed the VAT number regime, in order to encourage international trade and investments. 

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To summarize: in relation to what has been stated on the point of establishing companies with EU and common law citizens in Ukraine, the Firm has extensive knowledge of the relevant law in Ukraine and is authorized in Ukraine to exercise all the rights of clients before all tribunals and courts of appeal. If necessary, the firm can present requests, appeals, produce documents and certificates, validate registers, register individuals, partnerships and applications.  The Firm also has the right to extract, forward and request certificates and copies on the socioeconomic status of any public or private entity.  

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The main features of an LLC (limited liability company in Ukraine) 

and a JSC (joint-stock company in Ukraine).

> LLC: minimum share capital 0.1 UAH (approximately 0.01 euro cent, depending on the exchange rate). At least 50% must be paid.
> JSC: Minimum share capital 500,000 UAH (approximately 25,000 euros, depending on the exchange rate). At least 50% must be paid.

 

Ukrainian limited liability company LLC is an entity of a commercial nature with perfect legal personality. This means that there is a clear distinction between the assets of the members and that of the company. For corporate obligations, if no personal guarantees have been granted, the company alone will be liable with its assets, keeping the members immune from risks, who will only put at risk the assets paid into the share capital. In general, the legal system of Ukraine is similar to the Italian one. Therefore, the peculiarities of these institutions can be compared to the Italian ones.    The share capital of limited liability companies is divided into  shares, the quantity of which is determined by the Articles of Association at the time of signing.

Limited liability company is the most common form of business organization in Ukraine. In Ukraine there are no subtypes like in Italy such as limited liability companies (srls). 

 Pro-quota members  of the limited liability company are liable for the company's obligations only with their contribution to the authorized capital. Simply put, the Ukrainian limited liability company is responsible for corporate obligations exclusively with its own share capital, in an identical manner to Italy. 

Legal entities and natural persons (regardless of nationality and citizenship) can establish (participants/members) or shareholders of the limited liability company. The company can be founded by a single person (single-member limited liability company). The director of a limited liability company under Ukrainian law must be Ukrainian or, if foreign, a person with a regular permanent residence permit in Ukraine.

The legal maximum limit for Ukraine of shareholders of limited liability companies is unlimited. 

Shareholders of an LLC can sell their shares of the company to third parties (non-participants) only with the consent of all other shareholders. LLCs generally do not require an audit unless requested by a shareholder holding at least 10% of the stock.

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Joint stock company (JSC) is a legal person whose share capital is divided into a number of shares of equal nominal value. The liability of shareholders of a JSC is limited to the value of their capital contribution.
A JSC can be established in an open or closed manner. Shares in an open JSC can be offered to the public, are freely transferable and can ultimately be traded on a stock exchange. Shares in a closed JSC are initially distributed among its founding shareholders. Shareholders of a closed JSC also have pre-emptive rights for shares put up for sale by other shareholders.
The minimum capital requirement for JSC is the equivalent of 1,250 times the minimum monthly salary at the time the JSC is established.

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Insolvency and bankruptcy proceedingsestablishment of the company in Ukraine.

As regards bankruptcy law in Ukraine and the consequences of Ukrainian bankruptcy, please refer to the appropriate page.

​The main characteristics and needs of a representative office or branch in Ukraine.

A representative office is not a separate legal entity and operates in Ukraine on behalf of the foreign company it represents.
As with an LLC, the representative office must be registered with the Ministry of Economy of Ukraine, the Department of Statistics, tax authorities and pension and social funds. A representative office should also obtain the right to use a stamp from the police department. Once the representative office is registered with the tax authorities and has obtained a permit for a stamp, it can open foreign currency and Hryvnia accounts in a Ukrainian bank. Representative offices are subject to normal corporate income tax.
A representative office of a non-commercial nature is generally subject to VAT. 

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Obtaining licenses, authorizations and concessions in Ukraine.

Ukraine is a state of dirict and many activities are subject to obtaining authorizations and administrative concessions from the State or bodies authorized to issue them.

The state law of Ukraine Vodomosti Verkhovna Rada (VVR), 2015, no. 23, article 158, establishes the terms for obtaining licenses for the following activities:​

 

 List of types of economic activity subject to licensing in Ukraine:

1) banking activity, activity of provision of financial services and activity of provision of collection services to banks in Ukraine;

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4) media activity licensed in accordance with Ukrainian law "On Media" in Ukraine;

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5) activities in the field of electricity, authorized taking into account the characteristics defined by Ukrainian law "On the electricity market", and activities in the field of the use of nuclear energy, authorized in accordance with law of Ukraine Ukraine "On the authorization of activities in the field of use of nuclear energy in Ukraine";

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6) educational activity, authorized taking into account the characteristics determined by special laws in the field of education in Ukraine;

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7) production and trade of ethyl alcohol, cognac and fruit and grain distillates, bioethanol, alcoholic beverages and tobacco products, liquids used in electronic cigarettes and fuel, fuel storage, licensed in accordance with the Ukrainian law "On State Production regulation And of the circulation of ethyl alcohol, cognac and fruit alcohol, alcoholic beverages, tobacco products, liquids used in electronic cigarettes and fuels in Ukraine";

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8) provision of services in the field of cryptographic protection of informationin Ukraine (except electronic digital signature services) and the technical protection of information , according to the list established by the Cabinet of Ministers of Ukraine;

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9) construction of objects which, according to the class of consequences (responsibility), belong to objects with medium (СС2) and significant (СС3) consequences, according to the list of types of work determined by the Cabinet of Ministers of Ukraine, taking taking into account account of the characteristics defined by law Ukraine "On the regulation of urban planning in Ukraine";

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10) production of medicinal products, wholesale and retail trade of medicinal products, import of medicinal products (with the exception of active pharmaceutical ingredients) - taking into account the characteristics defined by Ukrainian law "about medicines in Ukraine";

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11) production and repair of non-military firearms and ammunition thereof, melee weapons, pneumatic weapons with a caliber exceeding 4.5 millimeters and projectile velocity exceeding 100 meters per second, trade in non-military firearms and ammunition therewith, melee weapons, pneumatic weapons of caliber greater than 4.5 millimeters and a projectile flight speed greater than 100 meters per second; production of special vehicles loaded with tear and irritant substances, personal protection, active defense and their sale in Ukraine;

 

12) production of industrial explosive materials according to the list established by the Cabinet of Ministers of Ukraine;

 

13) provision of services and execution of fire-fighting tasks according to the list established by the Cabinet of Ministers of Ukraine;

 

14) production of particularly dangerous chemical substances , whose list is established by the Cabinet of Ministers of Ukraine;

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14 - 1) hazardous waste management activity, authorized taking into account the characteristics defined by Ukrainian law "On waste management in Ukraine";

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15) medical practice in Ukraine;

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16) activities of umbilical cord blood banks , of other human tissues and cells according to the list approved by the Ministry of Health of Ukraine;

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17) veterinary practice in Ukraine;

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18) issuing and carrying out lotteries taking into account the characteristics defined by Ukrainian law "about state lotteries in Ukraine";

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18 - 1) activity on the gambling market, authorized in accordance with Ukrainian law "On state regulation of activities related to the organization and conduct of gambling in Ukraine";

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19) tour operator activities in Ukraine;

20) mediation in working abroad in Ukraine;

21) commercial fishing of aquatic biological resources outside the jurisdiction of Ukraine;

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22) cultivation of plants included in table I of the list of narcotic drugs, psychotropic substances and precursors approved by the Cabinet of Ministers of Ukraine, development, production, manufacturing, storage, transportation, acquisition, sale (release), import into the territory of Ukraine, export from the territory of Ukraine, use, destruction of narcotic drugs, psychotropic substances and precursors, included in the specified list, - taking into account the characteristics determined by the Law of Ukraine “On Narcotic Drugs, Psychotropic Substances and precursors in Ukraine" ;

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23) activities related to the development, production, supply of special technical means for removing information from communication channels and other technical means to obtain information secretly ( the eligibility criteria and the list technical means of secretly obtaining information are determined by the Council of Ministers of Ukraine at the request of the Security Service of Ukraine);

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23 - 1 ) activities related to the development, production, provision of technical intelligence means (the criteria for belonging to technical intelligence means are determined by the intelligence agencies of Ukraine);

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24) transport of passengers, dangerous goods and hazardous waste by maritime transport, maritime , road , railway and airplane, international transport of passengers and goods by road transport in Ukraine;

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25) foreign economic activity pursuant to of Article 16 of the Ukrainian law "On foreign economic activity";

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26) transportation of oil and petroleum products via main pipeline;

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27) activity on the natural gas market, authorized taking into account the characteristics defined by Ukrainian law "On the natural gas market";

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28) centralized water supply and centralized water drainage in Ukraine;

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29) thermal energy production, thermal energy transportation through main and local (distributive) thermal networks and thermal energy supply in Ukraine;

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30) security activities in Ukraine;

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33) production of veterinary drugs in Ukraine;

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34) procurement and analysis of blood and blood components from donors regardless of their final destination, processing, storage, distribution and sale of blood and blood components from donors intended for transfusion in Ukraine.

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The above list, which is constantly updated, therefore it is advisable to update for each type of activity, demonstrates that the simple establishment of an LLC company in Ukraine, as in any State, is not in itself sufficient for carrying out certain activities. It often appears clear that foreigners (Italians, Europeans, Americans, etc. etc.) arrive in Ukraine with the mistaken belief that they can include any activity in the company statute and, consequently, be able to carry it out. This statement is wrong and misleading. An LLC company in Ukraine must be established following all Ukrainian and EU laws. It is necessary to conform to the laws of Ukraine, the so-called integrated law, precisely in order to integrate. It is often necessary to have your licenses, patents and certifications recognized in Ukraine in order to be able to spend them in Ukraine. 
 

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The firm provides the service of establishing and registering a limited liability company (s. r. l. - l. l. c.) in Ukraine. The service includes: consultation and preparation of all necessary documents (statute, protocol, deed of incorporation), registration and receipt of all documents necessary to open a bank account and start the business. It also manages the service of nominal/temporary director (administrator) and nominal registered office (place of residence), if necessary, according to Ukrainian law and for obtaining licenses.

The firm also offers the service to obtain the Ukrainian tax code (taxpayer identification code). Recording time up to seven working days.

If necessary, the firm is able to follow the accounting and follow up on all tax obligations with expert accountants regularly authorized in Ukraine with proven experience and professionalism. 

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