How a foreigner can set up a business in Ukraine: a practical guide for non-residents

Ukrainian legislation does not restrict the right of foreign nationals to set up a company; citizens of other countries, stateless persons and foreign companies may conduct business on an equal footing with Ukrainians. Difficulties arise in terms of procedures: preparing documents, obtaining a tax registration number and contributing capital.

Below, we will explain where to start, what options are available and what to bear in mind.

Which business structure should a foreign national choose?

The most common choice is a limited liability company (hereinafter referred to as an LLC). This type of company is suitable for those launching a project on their own, those working with partners, and foreign firms establishing a subsidiary in Ukraine. The owners’ liability is limited to the amount of their capital contribution, whilst the registration process is slightly more complex than that for a private entrepreneur (hereinafter referred to as ‘PE’). A PE, in turn, is usually chosen by those who work alone and reside legally in Ukraine, as it requires lawful residence status, and liability extends to all their assets.

What you need to prepare

For a limited liability company (LLC) with a foreign founder, you will need:

• The founder’s passport with a notarised translation into Ukrainian. If the document was issued abroad, it must be legalised (with an apostille or consular legalisation).

• Taxpayer registration number (РНОКПП). This is issued by the tax authority, usually within a few days. It can be arranged through an authorised representative, so it is not necessary to visit in person.

• Articles of association in Ukrainian. These set out the company’s activities, management structure, shareholders’ stakes and share capital.

• A resolution or minutes of the founders regarding the establishment of the company.

• A document appointing the director.

• A registered office address in Ukraine.

• Proof of payment of the administrative fee.

If the founder is a legal entity, the package of documents may be more extensive:

• an extract from the register of the country of registration;

• a resolution by the company’s authorised body regarding its participation in the formation of the LLC;

• its constitutive documents.

Business registration: what happens and when

Before you start (preparatory phase). Define the aim of your project, think of a name, and check whether the name you want is available in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organisations. Assess straight away whether your type of activity requires a licence.

The first few days. Apply for РНОКПП, i.e. a Ukrainian tax number. At the same time, prepare translations and legalise any foreign documents.

Submission. Submit the package of documents to the state registrar (at the Centre for Administrative Services or to a notary). Once verified, the details are entered into the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organisations, and you will receive a certificate of state registration.

Following registration, you will need to open a bank account, set up your tax affairs, register as a value-added tax (VAT) payer if required, and obtain a licence and a company seal.

If the founder does not plan to travel to Ukraine, they may draw up a notarised power of attorney appointing a representative.

What you need to bear in mind

• Any document issued abroad requires an apostille or consular legalisation.

• Every document in a foreign language must be translated into Ukrainian; the translator’s signature must be certified by a notary, and the translation must be attached to the original.

• All extracts from foreign registers must be up to date.

• Formally, the director may be a Ukrainian citizen or a foreign national with a permanent residence permit. A foreign national without such status may only head a company if they hold a work permit.

Therefore, it is entirely possible for a foreign national to set up a business in Ukraine, and permanent residence here is not required. The key is to choose the appropriate legal form and to carefully prepare and legalise the documents.

If you wish to register a business in Ukraine, feel free to contact us for legal support! We will help you choose the most suitable legal form, prepare and draw up the necessary documents, and provide full support throughout the state registration process. A number of stages, including obtaining a taxpayer registration number and submitting documents to the state registrar, can be carried out by an authorised representative on the basis of a notarised power of attorney, which does not require your personal presence in Ukraine.