Limited Liability Company Registration

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Limited Liability Company Registration

𝗟𝗶𝗺𝗶𝘁𝗲𝗱 𝗟𝗶𝗮𝗯𝗶𝗹𝗶𝘁𝘆 𝗖𝗼𝗺𝗽𝗮𝗻𝘆 𝗥𝗲𝗴𝗶𝘀𝘁𝗿𝗮𝘁𝗶𝗼𝗻
LLC is the most popular form of business structure in Ukraine.
𝗣𝗿𝗲-𝗿𝗲𝗴𝗶𝘀𝘁𝗿𝗮𝘁𝗶𝗼𝗻 𝗮𝗿𝗿𝗮𝗻𝗴𝗲𝗺𝗲𝗻𝘁𝘀:
𝟭. Deciding on a proper name of a future company. It cannot be similar to the name of the other company.
𝟮. Choosing legal address for the company. It must be registered in Ukraine in order for the company to conduct business.
𝟯. Choosing appropriate economic activities under the Classification of Types of Economic Activity. There should be one main activity and other additional types.
𝟰. Deciding on the number of shareholders. Law does not limit the number of shareholders. All shareholders must be listed in the Charter.
𝟱. Deciding on share capital. No minimum share capital specified by law. Allocation of shares to the members according to their contribution to capital.
𝟲. Drafting a Charter of LLC. It includes provisions on incorporation of the company, its activities, governance, and dissolution.
𝟳. Holding a meeting of members of LLC. During the meeting the decision on incorporation is made, charter is approved, director and representative are chosen, and responsible individuals for state registration are appointed. The outcomes of the meeting take form in the Minutes of the General Meeting of Members. If there is only one founder, the abovementioned document is called the Decision of the Founder. Note that if director is a foreign citizen, he must obtain work permit and temporary residence permit.
𝟴. Drafting application on registration of the company.
𝗥𝗲𝗴𝗶𝘀𝘁𝗿𝗮𝘁𝗶𝗼𝗻:
𝗦𝘁𝗲𝗽 𝟭. 𝗣𝗿𝗲𝗽𝗮𝗿𝗶𝗻𝗴 𝗻𝗲𝗰𝗲𝘀𝘀𝗮𝗿𝘆 𝗱𝗼𝗰𝘂𝗺𝗲𝗻𝘁𝘀.
𝗥𝗲𝗾𝘂𝗶𝗿𝗲𝗱 𝗱𝗼𝗰𝘂𝗺𝗲𝗻𝘁𝘀 𝗳𝗼𝗿 𝗿𝗲𝗴𝗶𝘀𝘁𝗿𝗮𝘁𝗶𝗼𝗻:
· Application for registration.
· Application for choosing the type of taxation system. For example the simplified taxation system.
· Original (or notarized copy) of the Minutes of the General Meeting of Members or the Decision of the Founder.
· Two originals of the Charter of LLC.
· Authorized copy of the passport of the founder.
· Authorized copy of the tax ID number of the founder.
· List of types of economic activities of the future company.
· Power of Attorney, if registration is performed by a representative.
𝗔𝗱𝗱𝗶𝘁𝗶𝗼𝗻𝗮𝗹 𝗱𝗼𝗰𝘂𝗺𝗲𝗻𝘁𝘀 𝗿𝗲𝗾𝘂𝗶𝗿𝗲𝗱 𝗳𝗼𝗿 𝗳𝗼𝗿𝗲𝗶𝗴𝗻 𝗶𝗻𝗱𝗶𝘃𝗶𝗱𝘂𝗮𝗹𝘀-𝗳𝗼𝘂𝗻𝗱𝗲𝗿𝘀:
· Authorized copy of the passport.
· Authorized copy of the individual tax ID number, issued for a foreign citizen, which is compulsory for conducting business in Ukraine.
· Power of Attorney, if registration is performed by a representative.
Additional documents required for foreign legal entities-founders:
· Extract from the Company Register or other document issued by government authorities from the host country of the entity.
· Originals of the Memorandum and Articles of Incorporation or the Company Charter or the Company Constitution.
· Authorized copy of the Decision on appointing the legal entity a founder of a new company.
· Power of Attorney if registration is performed by a representative.
All documents must be filed in Ukrainian, and foreign documents must be legalized or apostatized. If documents complied in other language than Ukrainian, a certified translation has to be provided.
𝗦𝘁𝗲𝗽 𝟮. Filing the documents for the LLC registration with the State Registry of Legal Entities, Private Entrepreneurs and Public Formation. You will receive a document containing description of filed documents and application filling number with what you can check the status of the registration on website of the Companies Register.
𝗦𝘁𝗲𝗽 𝟯. After successful registration of LLC you obtain an Extract, the so called Company Profile, from the Companies Register confirming registration of LLC through the Registration Portal. You can also obtain a paper copy of this document.
𝗦𝘁𝗲𝗽 𝟰. Ordering a company seal. Copy of extract on registration of the LLC is required for the seal-making company. However, seal is not strictly required by law.
𝗦𝘁𝗲𝗽 𝟱. Registering LLC with the tax authorities by filing necessary application with the relevant office corresponding to the registered address of the company.
𝗦𝘁𝗲𝗽 𝟲. Registering LLC with the tax authorities responsible for administration of social security tax on hiring each employee.
𝗦𝘁𝗲𝗽 𝟳. Opening bank account for LLC company.
𝗦𝘁𝗲𝗽 𝟴. Making contributions in full to the share capital by all shareholders with respect to their individual shares. It must be done within 6 months period upon LLC registration.
𝗦𝘁𝗲𝗽 𝟵. Establishing accounting policy of the company and appointing an individual responsible to conduct accounting on behalf of the company.
There is no administrative fee for registration of LLC company. The decision on registration is made within 24 hours.