Taras Miroshnychenko

Head of International Corporate Law and Fintech Practice

E-mail

miroshnychenko@prikhodko.com.ua

Phone numbers

Expert in fintech, crypto, and international corporate law with over 20 years of experience. Specializes in crypto licensing (VASP/CASP), iGaming business support, and international structuring, asset protection, and OSINT analytics for risk assessment and due diligence.

International corporate law

Business has long ceased to exist within the boundaries of one jurisdiction. A company may be registered in one country, have an investor from another, accounts in a third, and conduct operational activity globally. This is where corporate decisions begin to go beyond national “domestic law” and move into the area of international corporate law.

A typical situation: a Ukrainian business attracts a foreign investor or opens a company in the EU or the UAE. At first glance – a standard corporate action. In practice – it is the interaction of different legal systems, tax regimes and requirements for ownership structure.

In such cases, a mistake at the start costs more than a complex legal restructuring later. That is why Prikhodko & Partners supports clients already at the stage of structure modeling, and not when “something has already gone wrong”.

Consultation on international corporate law

What is included in international corporate law and corporate structuring of business

International corporate law covers not only registration of companies in different countries, but the full cycle of building and managing business structures with a foreign element. It is about the balance between corporate control, tax efficiency and regulatory requirements of different jurisdictions.

Typical tasks of international corporate support:

creation of international corporate structures;
registration of companies in different jurisdictions;
corporate restructuring of a group of companies;
support of cross-border M&A transactions;
settlement of relations between shareholders and beneficiaries;
formation of holding structures.

International corporate structuring differs from local structuring in that every decision has consequences in several legal systems at once. For example, a change in ownership structure may affect tax residency or access to bank financing.

When international corporate structuring of business is needed

The need for international corporate law arises not only when scaling a business, but also in situations where the composition of participants or the geography of the company’s activity changes.

Business situation	Potential risk	Legal solution
Entering a foreign market	Violation of local requirements	Building a corporate structure
Attracting an investor	Conflicts between shareholders	Shareholders Agreement
Buying a business abroad	Hidden liabilities	Due Diligence
Group restructuring	Tax consequences	Comprehensive structuring

In such projects, Prikhodko & Partners usually starts with analyzing the actual business structure, not the formal legal form, because it is precisely this that determines the real risks.

Risks of absence of international corporate support

Ignoring international corporate structuring often leads to problems that do not appear immediately, but at the stage of conflict or exit from the business.

Main risks:

conflicts between co-owners due to different jurisdictional rules;
blocking of corporate decisions due to an ill-considered management structure;
loss of control over assets due to nominee structures;
refusal by banks to open or service accounts;
claims by regulators regarding transparency of ownership;
complication of selling the business to a strategic investor.

In international structures, the issue of control is especially critical: formally, the company may belong to one owner, but in fact management is distributed through other instruments that need to be properly legally formalized.

Build a corporate structure

Documents used in international corporate law

Shareholders Agreement – shareholders’ agreement / corporate agreement between shareholders (participants)
Investment Agreement – investment agreement / investment contract
Articles of Association – company charter (also: constitutional document)
Corporate Resolutions – corporate resolutions / decisions of the company’s management bodies
SPA (Share Purchase Agreement) – agreement for the purchase and sale of shares / agreement for the purchase and sale of corporate rights
internal corporate policies of the group.

These documents determine not only the rights of the parties, but also exit, voting and profit distribution mechanisms. Prikhodko & Partners pays special attention to coordinating these documents between different jurisdictions in order to avoid legal conflicts.

How we provide the service

How support of international corporate projects takes place

We analyze the current corporate structure and business geography.
We identify legal, tax and regulatory risks in each jurisdiction.
We develop the optimal international corporate model.
We prepare a package of documents and coordinate it with all parties.
We support implementation of the structure and corporate changes in practice.

Advantages

Why clients contact Prikhodko & Partners on international corporate law issues

practical experience in supporting international corporate structures;
work with cross-border transactions and investors;
understanding of the interaction of different legal systems;
building structures taking into account tax consequences;
coordination of local advisors in different countries;
focus on real corporate control, not only on formal registration.

Can an international company be created without legal support?

Theoretically yes, but in practice this often leads to mistakes in the ownership structure and tax consequences that are difficult to correct after registration.

How does a Shareholders Agreement differ from a company charter?

The charter regulates the formal rules of the company, while the Shareholders Agreement defines the real arrangements between participants regarding control, exit and management.