Registration of turnkey LLC in Ukraine

Many clients approach us with requests to register a company "turnkey." What does this terminology mean - "turnkey"? It means that the client would hardly have to be involved in the preparation process for registration and the document submission procedure or minimize their involvement. Of course, we can provide such services. Therefore, let's explain what registering an LLC "turnkey" entails.

Organizational Aspects for LLC Registration

At the very beginning, before starting the registration procedure, it is necessary to decide on some aspects:

• Taxation system.

• Choosing the correct types of activities (KVED).

• Deciding whether to create an LLC with partners or independently, with them serving as investor-partners.

We provide our clients with the necessary consultations to help them make informed decisions and understand these important questions. We can also assist in selecting a name and ensure there are no duplicates.

Drafting Registration Documents

What is encompassed within the registration documents?

• LLC Charter: The LLC charter must align with the requirements stipulated in the Law of Ukraine "On Limited Liability and Additional Liability Companies." It's vital to bear in mind that this charter will govern the operations of the future company. Therefore, if there exist specific relationships among co-founders and you intend to establish certain restrictions for the director or other participants, it's imperative to meticulously plan these details. The charter necessitates notarization, with one copy retained by the state registrar as part of the official case records. Additionally, a scanned version of the charter is published on the Ministry of Justice's website. The option to "rewrite" the charter, as was feasible a decade ago, is no longer viable.

• Minutes of the General Meeting or Participant's Decision: The selection between these two options hinges on the number of participants involved. If there are two or more participants, it is obligatory to draft minutes of the general meeting. Conversely, if a single participant is present, a decision is formulated instead of minutes. In the latter scenario, the single participant independently decides upon all issues that would otherwise be discussed during a meeting. The list of mandatory issues to address in this context is relatively concise and encompasses the initial formalities associated with LLC creation, the establishment of the authorized capital, the allocation of shares, and the appointment of the director.

• Registration Application: This document may seem straightforward, but it can prove to be rather intricate. Practical experience has demonstrated that for the majority of individuals, dealing with the multitude of fields and pages can be challenging, especially if details such as the chosen tax system are inadvertently omitted or other errors are made when completing the form. In cases where the tax authorities refuse to accept the application, it becomes necessary to resubmit it to the State Tax Service. For those who have opted for a single tax system, a paper application can be submitted to the State Tax Service. However, for VAT registration, the exclusive option is to use the taxpayer's online portal, complete with an electronic digital signature.

• Ownership Structure: This document is particularly straightforward when multiple individual founders are involved. It entails visually illustrating the ownership distribution among participants, accompanied by fundamental information about each beneficiary, including their full name, tax identification number, and date of birth. If another LLC (or any other legal entity of a different organizational-legal form) serves as a founder of the LLC, it becomes obligatory to disclose all beneficiaries, including natural persons. In some cases, complications may arise, particularly when the founding company is of foreign origin.
  

• Copies of passports of the ultimate beneficial owners.
• Documentation proving the registration of a foreign company (if the founder is a foreign company).
• Powers of attorney from each participant designating the person responsible for submitting documents to the registrar

Filing Documents and Confirming Registration

When it comes to submitting documents for registration, you have two options: the Center for the Provision of Administrative Services (CPAS) or a private notary with the authority to handle registration procedures. Using CPAS is cost-free, but in practice, you might find yourself needing to make multiple visits for various reasons, such as unexpected interruptions or discrepancies in your documents. On the other hand, a private notary can guide you on any necessary corrections, while CPAS personnel may simply reject your registration application.

We've chosen to work with private notaries because it can save you valuable time, a resource that can't be reclaimed. After successfully registering your Limited Liability Company (LLC), you'll receive confirmation in the form of an extract from the Unified State Register (USR). Typically, this extract is generated within a day or two after the registration process. If you've applied for a single tax or VAT registration, you'll also need an extract from the relevant registry. Note that paper copies of this information might be required because, during times of war, these public registries are not accessible to the general public.

Securing a Legal Address and Appointing a Temporary Director

If you don't have a legal address, we can provide one for you. There are cases where you might need to appoint a temporary director, especially if your primary director is a foreign national. However, it's important to note that you can't appoint a foreign director until they've obtained a work permit in Ukraine, as per legal requirements. Therefore, a Ukrainian citizen would need to act as the director for a few weeks until the foreign director's work permit is secured. We can assist you in addressing these issues, ensuring a smooth and efficient registration process for your LLC.

If you have any questions or are ready to initiate the LLC registration process with us, please don't hesitate to get in touch!