LLC Registration Scope

• advice on ownership structure and taxation;

• preparation of constitutional documents, including the charter, minutes and founders' resolutions;

• registration in the state register;

• registration with the tax authorities;

• selection of KVED (Classification of Types of Economic Activity) activity codes and opening an account;

• VAT (Value Added Tax) or Single Tax registration where required;

• time savings because the client does not need to spend days studying procedures and visiting authorities;

• accurate document preparation aimed at minimising the risk of refusal;

• a charter adapted to the client's business structure;

• integrated support from registration through ongoing legal services.

LLC Setup Requirements

Limited Liability Company (LLC / Ukrainian TOV) Registration in Ukraine

LLC (Limited Liability Company), known in Ukrainian as TOV, is the standard corporate form for many privately owned businesses in Ukraine. LLC registration creates a separate legal entity and allows founders to define ownership interests, management powers, business activities and the registered office from the start.

LLC authorised capital is divided into participants' contributions or interests recorded in the constitutional documents. Structure can support both small and larger businesses, while inaccurate ownership or filing data can delay registration.

LLC Registration Requirements

Registration of a TOV in Kyiv is governed by several legal acts, including the Civil Code, Labour Code and the Law "On Limited and Additional Liability Companies". The procedure includes preparation and submission of the required documents to the state registrar.

The LLC registration package includes:

• original tax identification numbers and passports of all individual participants, or registration documents where a participant is a legal entity;

• a completed application in the prescribed form;

• the original constitutional document, duly notarised where required;

• a joint resolution of all founders who have decided to establish the TOV (LLC).

If there are no inaccuracies or errors, the registrar accepts the documents and registers the company within several days. In practice, even experienced entrepreneurs may make mistakes because of inattention or legislative changes, which can result in lost time. By engaging our company, the client does not need to manage the preparation of the registration documents independently.

Founders

• at least one founder;

• both individuals and legal entities, including foreign persons, may act as founders.

Are there limits on the number of founders or participants?

An LLC may be established by one founder or by several founders. The maximum number of participants is not limited.

What are the constitutive documents of an LLC?

The constitutive document of the company is its charter.

The first version of the charter is signed by all participants, and their signatures must be notarised.

Authorised Capital

• the law does not require a minimum amount;

• the contribution is made within the prescribed period.

What are the requirements for charter capital?

There is no statutory minimum or maximum amount of charter capital for an LLC.

The charter capital is formed from the nominal value of the participants' interests expressed in the national currency of Ukraine and may additionally be stated as a percentage.

What may be contributed to the charter capital?

A participant's contribution may consist of money, securities or other property.

Governing Bodies

• general meeting of participants: mandatory governing body;

• executive body: a director or a collegial body.

What are the governing bodies of an LLC?

The governing bodies are the general meeting of participants as the highest body, a director or directorate as the executive body, and, if established, a supervisory board that oversees the activities of the director or directorate.

How does a single-member LLC adopt decisions?

Registration of an LLC, known in Ukrainian as a TOV.

A non-cash contribution must have a monetary valuation approved unanimously by the general meeting in which all participants of the company took part.

Where the company has one participant, matters within the competence of the general meeting are decided by that participant alone and documented by a written decision of the participant.

Ukrainian LLC registration therefore requires alignment of the ownership structure, charter, participant documents and registration filing so that the company is entered in the register with a legally consistent corporate framework.

Business Activities

• business activities are stated using KVED codes;

• licensed activities require the relevant licence after registration.

LLC setup strategy should connect incorporation with taxation, activity codes, management and the company’s planned transactions. Integrated preparation saves founders time and reduces the cost of correcting the structure after commercial activity has started.

How is an LLC taxed?

There are three taxation models for an LLC in Ukraine: the general tax system, the general tax system with Value Added Tax (VAT), and the simplified system based on the single tax.

Registration Procedure

The registration process includes several consecutive stages:

• preparatory stage: selecting the company name, preferably with several alternatives; determining the amount of authorised capital; and selecting business activities under the applicable classification. Where an activity is subject to licensing, the relevant licence must be obtained. The director, taxation system and registered office address must also be determined;

• preparation of documentation. The charter is a key document without which an LLC cannot be established in Kyiv. It should regulate the formation of authorised capital, reorganisation and liquidation procedures and other corporate matters;

• submission of the registration documents to the competent authorities.

Since 2018, there have been no restrictions on the number of LLC participants or the maximum amount of authorised capital.

When using our services, the client's involvement is kept to a minimum. Following registration of the TOV in Kyiv, the client receives extracts from the relevant authorities, constitutional documents, EDRPOU (Unified State Register of Enterprises and Organisations of Ukraine) information, the company seal where applicable, and documents required to open a bank account. During the engagement, we also explain the key requirements relevant to the company's subsequent operations.

LLC registration strategy should reflect ownership, management, authorised capital, activity codes and the company’s intended commercial operations from the outset. Correct corporate setup reduces later amendments and creates a clearer basis for profitable business activity in Ukraine.

LLC Registration Procedure

1. Prepare the documents for registration of the Limited Liability Company (LLC): review the planned structure, prepare the document package and arrange notarisation where required.

2. Submit the documents to the state registrar, obtain the filing inventory, obtain an extract from the Unified State Register (USR), and arrange a company seal if required.

Documents Required for LLC Registration

1. Resolution or minutes on establishment of the LLC. Original.

2. Charter of the LLC being established. Original.

3. Passport and taxpayer card of the founder. Original plus a notarised copy with a Ukrainian translation and notarisation of the translator's signature, where the founder is an individual.

4. Passport and taxpayer card of the director.

5. Decision of the owners of a legal entity to establish the LLC. Original, where the founder is a legal entity.

6. Extract from the Unified State Register (USR). Original, where the founder is a resident legal entity.

7. Extract from a commercial, tax, banking or court register. Required where the founder is a non-resident legal entity.

8. Document containing information on the ownership structure of the legal entity. Required where the founder is a non-resident legal entity.

9. Power of attorney, duly executed and translated into Ukrainian where required. Original.