Company registration in Ukraine for non-residents

Can a non-resident register a company in Ukraine?

A non-resident may be a founder and owner of a Ukrainian company without obtaining a residence permit. A foreign legal entity may also establish a subsidiary in Ukraine or register a separate subdivision.

At the same time, business ownership, working as a director and residing in Ukraine are separate legal matters. Therefore, before registration it is important to determine:

• who will be the founder — a foreign individual or legal entity;
• who is the ultimate beneficial owner;
• who will perform the functions of director;
• how financing will be received from abroad;
• which tax regime is suitable for the business;
• whether a licence, work permit or migration documents are required.

Additional requirements concerning owners, capital, management and company structure may apply to certain regulated and strategic activities.

Which form of doing business should a foreign investor choose?

The form of presence determines the owners’ liability, taxation arrangements, ability to open accounts, hire employees, obtain licences and distribute profits to the foreign investor.

For most new projects, an LLC with a foreign participant is the optimal option. A joint venture is not a separate universal legal form: in practice, it is most often an LLC in which the foreign investor and Ukrainian partner hold agreed shares.

What is included in turnkey business setup in Ukraine?

The scope of support depends on the type of activity and the investor’s objectives. A standard trading company, IT business, manufacturing operation or regulated financial activity requires different documents and launch models.

Documents required for company registration by a foreigner

The list of documents depends on who acts as the company founder.

Depending on the country where the documents were issued, an apostille or consular legalisation may be required, as well as a notarised translation into Ukrainian. The exact package is determined after reviewing the founder’s jurisdiction and ownership structure.

How a foreign business is established in Ukraine

1. We analyse the business model. We determine the type of activity, owners, counterparties’ countries, planned turnover, personnel and sources of financing.
2. We select the form of presence. We compare an LLC, separate subdivision, partnership or acquisition of an existing business.
3. We prepare the documents. We coordinate translations, legalisation, obtaining a tax number, preparation of resolutions, the charter and powers of attorney.
4. We register the company. We carry out state registration, tax registration and appointment of the director.
5. We open a bank account. We prepare the compliance package and support responses to bank requests.
6. We arrange licences and agreements. We prepare permit, employment, corporate and commercial documentation.
7. We support the launch. We help commence settlements, hire employees and work with counterparties.

Opening a bank account for a company with foreign capital

Company registration does not guarantee automatic account opening. A Ukrainian bank conducts its own KYC/AML review and assesses the economic substance of the future activity.

The bank most commonly reviews:

• ownership structure and ultimate beneficial owners;
• source of wealth of the owners and source of company funds;
• description of the business model, website, agreements and business purpose;
• expected turnover, currencies, countries and counterparties;
• business reputation, sanctions and PEP factors;
• authority of the director and persons who will manage the account.

We assess the client’s banking profile in advance, select an institution suited to the actual transactions and prepare responses to expected compliance questions. The decision is made by the bank, but a properly prepared package reduces the risk of repeated requests, delays and refusals.

More details are available on the page opening corporate accounts in Ukraine for non-residents.

Foreign director and employees

The company founder is not required to be its director. Another person may act as the manager, but their corporate authority, employment relationship and access to the bank account must be formalised consistently.

If the director or employee is a foreign national, it is necessary to check whether a work permit is required, the grounds for staying in Ukraine and the correct sequence of appointment.

Where necessary, we support:

• obtaining a work permit;
• appointing a foreign national as director;
• preparing an employment contract;
• obtaining temporary residence;
• obtaining an electronic signature;
• formalising authority for the bank and state authorities.

How to contribute investments and distribute dividends

Financing of a Ukrainian company may be structured as a contribution to share or additional capital, a loan, payment under an agreement, or acquisition of corporate rights or assets. These methods have different tax, currency and documentary consequences.

Before the first transfer, it is necessary to determine:

• who will provide the financing;
• the legal basis and payment purpose;
• the currency and account for receiving the funds;
• supporting documents for the bank;
• the procedure for repayment of financing or distribution of income;
• taxation and application of an international treaty;
• NBU currency restrictions in force on the date of the transaction.

We structure the flow of funds before operations begin so that investment contributions, settlements with non-residents and subsequent dividend distributions comply with the company’s documents and current foreign exchange control rules.

Licences and permits for foreign businesses

If the activity is regulated, preparation for licensing should begin before the company is registered. The regulator may impose requirements regarding legal form, capital, owners, managers, personnel, premises, equipment, software and internal policies.

Separate preparation is often required for:

• financial and payment services;
• medical practice;
• educational activities;
• energy;
• transportation;
• circulation of fuel, alcohol and other excisable goods;
• other regulated sectors.

We determine the project’s permitting roadmap, adapt the corporate structure to the regulator’s requirements and support licensing of business activities.

What the client receives as a result

• a recommended structure for entering the Ukrainian market;
• a registered company or separate subdivision;
• properly prepared corporate documents;
• ownership structure and authority of the manager;
• a prepared banking KYC file;
• a model for contributing investments and settling with non-residents;
• licences, permits and agreements if included in the scope of work;
• a list of ongoing corporate, tax and regulatory obligations.

The objective of our support is not merely to register a company, but to create a legal model that allows the investor to finance the business, pass banking checks, enter into agreements and operate lawfully in Ukraine.