Doing business in Ukraine is a big challenge. There are lots of the bureaucratic and legal hurdles an entrepreneur must overcome every day while doing business in Ukraine. Ukraine is ranked 142 out of 183 economies, according to the Economy Rankings - Ease of Doing Business report 2010 of the World Bank.

English - Ukrainian business dictionary:

Limited Liability Company - Tovarystvo z Obmezhenoyu Vidpovidalnistyu
Private Enterprise - Pryvatne pidpryyemstvo
Charter - Statut
Charter Capital - Statutny Fond
Founder - Zasnovnyk
Bookkeeper - Buhgalter
Director - Dyrektor
Taxes - Podatky
Tax inspection - Podatkova inspektsiya
Notary - Notarius
Advocate, lawer, legal adviser - Advokat
Jurist, laywer, attorney - Yuryst
Documents - Dokumenty
Bank account - Bankivs'kyi rakhunok
Registration - registratsiya

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Business set up became simpler. News in from PWC

On 6 June 2011 the Law changing a number of legislative acts regarding simplification of business set up (see our Flash Report #15 dated 22 April 2011) came into effect.

The following major changes directly impact the incorporation procedure of LLCs:

• The amount of the minimum charter capital is no longer set forth by the legislation, i.e. the founders determine its amount at their own discretion.
• The document confirming the initial contribution to an LLC's charter capital is no longer required to be submitted to the state registrar.
• Some documents required for the state registration of changes introduced into the LLC's founding documents can be submitted in both notarized and simple copies.

2. Open a bank account for initial capital, time - 1 day, cost - no charge or up to UAH 100 (depends on the bank)

Founders must contribute 50% of their charter fund contribution before registering the company. Founder contributions may be made in cash, including foreign currency, as well as in kind. Temporary accounts are restricted to receiving the contributions of funds for the formation of the nominal (share) capital of the company being incorporated. No other operations are allowed.

According to the National Bank of Ukraine’s Regulation No. 492 of November 12, 2003, "On the Procedure of Opening, Using and Closing of National and Foreign Currency Accounts," the following documents must be submitted to the bank to open a temporary account:

• Application for opening the account in the form established by Regulation No. 492. The application should be signed by the person authorized by the founders of the legal entity (could be a separate power of attorney granted to the individual concerned).
• Original or notarized copy of the constituent documents (charter and, in some cases, foundation agreement).
• The founders’ decision to grant a power of attorney, which should be notarized if at least one founder is an individual).
• The signature specimen and the imprint of the seal (as specified in Regulation No. 492).

The signature specimen should contain the signature of the person(s) authorized by the founders to sign the bank account documents. While the company is under formation, it does not have a corporate seal. Thus, at this point, the card should be submitted without the seal and signed by the authorized bank employee.

3. Pay registration fee at the bank, time - 1 day, cost - nominal

The bank issues a certificate that confirms the transfer of the charter capital (not less then 50% of the declared capital). This cerificate is required for the registration at the Registration Office.

4. Register at the Registration Office, time - 5 days, cost - UAH 170

Founders must submit the following documents when registering at the Registration Office:

• The charter (two copies).
• Minutes of founders’ meeting.
• Application form (registration card).
• Bank document, evidencing payment of registration fee.
• Proof of payment of minimum capital requirement, that is, either bank documents for cash contributions or, otherwise, transfer acceptance act (executed between the founders and the company) for in-kind contributions.

As the registering authority, the State Registrar issues a certificate of registration, which becomes the company’s incorporation document. According to the Law of Ukraine No. 755-IV, "On the State Registration of the Legal Persons and Private Persons - Entrepreneurs" (dated May 15, 2003), the State Registrar should perform all due registrations with the State Committee of Statistics of Ukraine, the state social funds, (the State Pension Fund, the Employment Insurance Fund, the Social Security Fund, and the Fund for Social Insurance) and the tax authorities for the newly registered company. However, in practice, the State Registrars does not register with the State Committee of Statistics, and that registration is usually performed by the company itself.

By implementing the one-stop shop system, Ukraine has facilitated registration with the Pension Fund, the Employment Fund, the Social Insurance Fund, the Industrial Accidents Fund, and the relevant tax authorities (except for VAT registration) through the Registration Office. In substantial measure, this new system emerged following the Cabinet of Ministers’ Resolution No. 321-р, “On Top-Priority Measures on Expediting Revision of Regulations and Enhancing Registration and Authorization Procedure” (August 8, 2005). This resolution was directed by the President (Direction No. 1-1/444 of June 1, 2005) and the Prime Minister (Direction No. 28479/1/1-05 of June 2, 2005).

Pursuant to Order No. 317 of the State Tax Administration of the Ukraine, ”On Amending Instruction on the Procedure for Keeping Record of Taxpayers” (dated August 8, 2005), stand-alone tax registration was abandoned and incorporated into the one-stop shop system.

Since July 1, 2005, companies do not need to register independently with local employment centers as payers of social insurance contributions. This registration was also incorporated into the one-stop system by Letter No. DC–09–4408/0/6–05 of the State Employment Center of the Ministry of Labor and Social Policy of the Ukraine, ”On Issues of Introduction of 'Single-Counter’” (dated July 17, 2005).

5. Register at the State Statistics Committee, time - 1 day, cost - UAH 25.94

Companies must register with the State Statistics Committee, although the Registration Office has already filed some information with the Statistics Office.

6. Register VAT at the State Tax Authority and obtain a VAT number, time - 10 days, cost - UAH 17

A company with annual turnover of up to UAH 1 million is eligible for registration as a 6% or 10% consolidated taxpayer. A 10% consolidated taxpayer may not register as a VAT payer. A company is automatically registered as a profit taxpayer during primary registration (see Procedure 4). However, those companies that must register as a VAT payer must register for this tax separately.

7. Approval of Ministry of Internal Affairs to prepare a company seal, time - 3 days for expedite service; officially 5 business days, cost - UAH 162 for expedite procedure; UAH 81 for regular procedure

Reform. Order No. 1060 of the Cabinet of Ministers of December 28, 1995 was cancelled by Order No. 795 of the Cabinet of Ministers of Ukraine of June 4, 2007. According to the Order No. 369/1105/336 of Ministry of Internal Affairs, Ministry of Finance and Ministry of Economics of October 5, 2007, the new cost for regular procedure (5 days) is UAH 81 and for expedited procedure (3 days) is UAH 162.

8. Prepare a seal, time - 2 days, cost - UAH 190 - 250, depending on the complexity of a seal

9. Open a permanent bank account, time - 1 day, cost - bank’s charge or no charge

After the company is registered with all relevant state authorities, a temporary bank account can be converted into an operational account, which under Ukrainian banking law, is designated as a "current account."

To change the account status from temporary to current, the bank must receive the following:

• The set of company documents stipulated by Ukrainian banking law (the same documents as those to be provided by an existing company) to open a new bank account. One of these is the copy of the company’s certificate of registration, which contains the company's tax identification number.
• A confirmation (reply) from the tax authorities that they have registered this bank account.

10. Notify the District Tax Inspectorate of the opening of the permanent bank account, time - 2 days, cost - no charge

Before converting the temporary account to a permanent (current) account, the bank must receive a confirmation (reply) from the tax authorities that they have registered the current account. To receive the confirmation, the bank must notify the tax inspectorate in its district that the current account has been opened; this notification should be made via a special email system of the National Bank of Ukraine, according to the Order of the State Tax Administration of Ukraine No. 561 (dated September 22, 2006 and effective on October 9, 2006). During this transitional stage, some banks still provide notification by postal mail. The bank must provide this notification within 3 working days of converting the temporary account to current (the Law of Ukraine "On the System of Taxation," No. 1251–XII of June 25, 1991). Before sending the notification, the bank must obtain prior written consent from the account owner (Order No. 301of the State Tax Administration of Ukraine, "On Procedure of Submitting by the Financial Institutions of Notifications on Opening/Closing of Accounts of Tax Payers and Filling Out of Calculation Documentation in Case of Payments to the Budget or Return of Payments from the Budget" of July 1, 2002).

Within 3 working days of receiving the bank notification, the tax authorities must provide the bank (via email) the confirmation of the account registration (due to the transitional stage of implementing the confirmation email, tax authorities may send the confirmation to the bank by postal mail). Upon receiving the confirmation, the bank must change the status of the account from "temporary" to "current." After this change, both credit (deposit) and debit (payment) operations are allowed. Until the bank receives the confirmation, the account cannot be used for debit operations (withdrawal or transfer of funds).

Owing to the transitional period for implementing the bank e-mail notification to the tax authorities, currently some accountholders opt to notify, and to receive the confirmation from, the tax authorities themselves and then forward the confirmation to the bank. This procedure is regulated by Order No. 306 of the State Tax Administration of the Ukraine, "On Procedure of Notification of Tax Authorities on Opening/Closing of the Accounts in Banks, of August 1, 2001. This order is still in force, though the new Order No. 301 of the State Tax Administration of Ukraine, "On Procedure of Submitting by the Financial Institutions of Notifications on Opening/Closing of Accounts of Tax Payers and Filling Out of Calculation Documentation in Case of Payments to the Budget or Return of Payments from the Budget" of July 1, 2002 was enacted.

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