Registration of a private person as an entrepreneur
An entrepreneur is a person who is allowed to conduct business activity (regardless of having Ukrainian citizenship) and registered in a special order in accordance with the legislation. An entrepreneur does not have a legal entity status and is liable with all his property, which according to law may be subject to sanctions.
In order to conduct business activity entrepreneurs do not need to form charter capital, which is required for legal entities, or have any constitutive documents. There is a restriction for conducting business activity set by law for some categories of citizens, among which there are military personnel, civil servants, members of parliament and other persons covered by law.
Registration of a private person as an entrepreneur includes:
- opening a bank account;
- registration at the state administration and obtaining a corresponding certificate;
- obtaining a certificate of the State Statistics Committee confirming the registration with the Single State Register of Enterprises and Organizations of Ukraine;
- registration at the tax authorities and obtaining corresponding certificates (a 4-opp form, a certificate of registration as a VAT payer, a certificate of registration as a single tax payer);
- registration at the Pension Fund and at other social insurance funds if required (the Social Insurance Fund for Temporary Disability, Social Insurance Fund for Industrial Accidents and Occupational Diseases, The Unemployment Social Insurance Fund);
- obtaining a seal (if required);
- passing registration at the customs and other state authorities (optional).
Registration of a Private Enterprise
A Private Enterprise (PE) is an enterprise having a legal entity status and acting on the basis of private property of one or several Ukrainian or foreign citizens, persons without citizenship and involving either their own or hired labour. PE may also act on the basis of private property of a legal entity. As PE is one of the least regulated business forms, the size of its charter capital and the order of its formation are not set through the legislation, thus they may be determined by the PE founders.
The PE owner does not bear any responsibility for its obligations and bears downside risk only in the limits of his contribution into the charter capital.
PE is a fully legal entity which owns independent assets, can purchase and perform property and non-property rights on its behalf, take obligations, is able to litigate and open bank accounts.
Registration of a PE includes:
- preparation of constitutive documents;
- opening a bank account;
- registration at the state administration and obtaining a corresponding certificate;
- obtaining a certificate of the State Statistics Committee confirming the registration with the Single State Register of Enterprises and Organizations of Ukraine;
- registration at the tax authorities and obtaining corresponding certificates (the 4-opp form, a certificate of registration as a VAT payer);
- registration at the social insurance funds (the Pension fund, the Social Insurance Fund for Temporary Disability, Social Insurance Fund for Industrial Accidents and Occupational Diseases, The Unemployment Social Insurance Fund);
- obtaining a seal;
- passing registration at the customs and other state authorities (optional).
Registration of business companies
Registration of a Limited liability company
A Limited liability company (LLC) is a business entity having charter capital divided into shares, the amount of which is determined by its constitutive documents. The maximum number of shareholders should not exceed ten and they bear responsibility for obligations of the LLC and downside risk only within the limits of their contribution to the charter capital.
A Limited liability company creates charter capital that can be formed both with property and funds and by the moment of registration of LLC should be formed no less than by 50%. The size of the charter capital is set within rate of one minimum salary in Ukraine effective at the date of registration of LLC (as of 01.06.2010).
Registration of LLC includes:
- preparation of constitutive documents (charter and decision on incorporation);
- opening a bank account;
- registration at the state administration and obtaining a corresponding certificate;
- obtaining a certificate of the State Statistics Committee confirming the registration with the Single State Register of Enterprises and Organizations of Ukraine;
- registration at the tax authorities and obtaining corresponding certificates (the 4-opp form, a certificate of registration as a VAT payer);
- registration at the social insurance funds (the Pension fund, the Social Insurance Fund for Temporary Disability, Social Insurance Fund for Industrial Accidents and Occupational Diseases, The Unemployment Social Insurance Fund);
- obtaining a seal;
- passing registration at the customs and other state authorities (optional).
Registration of a Private joint-stock company
A Joint-stock company is a business entity with charter capital divided into a specified number of shares of the same value, the corporate rights for which are confirmed by the shares. Shareholders bear responsibility for the activities of the company and downside risk only in the amount of shares they own.
Ukrainian legislation stipulates two main types of joint-stock companies – private and public. A Private joint-stock company (PJSC) can make only private stock promotion (among its shareholders or another previously defined circle of persons) and a Public joint-stock company can make both private and public stock promotion. The number of shareholders of a PJSC should not exceed 100. The minimum size of charter capital is set within the rate of 1250 minimum salaries in Ukraine effective at the date of registration of PJSC (as of 01.06.2010).
Registration of PJSC includes:
- preparation of constitutive documents;
- opening a bank account;
- registration of share issue;
- obtaining an international identification number for the shares;
- registration at the state administration and obtaining a corresponding certificate;
- obtaining a certificate of the State Statistics Committee confirming the registration with the Single State Register of Enterprises and Organizations of Ukraine;
- registration at the tax authorities and obtaining corresponding certificates (the 4-opp form, a certificate of registration as a VAT payer);
- registration at the social insurance funds (the Pension fund, the Social Insurance Fund for Temporary Disability, Social Insurance Fund for Industrial Accidents and Occupational Diseases, The Unemployment Social Insurance Fund);
- obtaining a seal;
- passing registration at the customs and other state authorities (optional).
Registration of representative offices of non-resident companies in Ukraine
International business companies have a right to open their representative offices in Ukraine in order to conduct their activity on the territory of Ukraine.
For means of taxation such representative offices of companies that are non-residents of Ukraine are divided into permanent (with the right to conduct business activity) and impermanent (without the right to conduct business activity). If the main purpose of a representative office is to conduct business activity on the territory of Ukraine, in accordance with tax legislation such representative office will be considered as permanent. However, if the main purpose of a representative office is limited to representation of its company’s interests on the territory of Ukraine, conclusion of contracts and agreements on its behalf and conducting any activities which are a subject of business activity, such representative office will be considered as impermanent.
A representative office of a company that is non-resident of Ukraine is not a legal entity and is not allowed to conduct independent business activity. In all cases a representative office acts on behalf and by order of a company non-resident of Ukraine that has founded it and in accordance with effective legislation of Ukraine.
Registration of Representative office includes:
- opening a bank account;
- registration at Ministry of Economics of Ukraine;
- registration at the state administration and obtaining a corresponding certificate;
- obtaining a certificate of the State Statistics Committee confirming the registration with the corresponding state register;
- registration at the tax authorities and obtaining corresponding certificates (the 4-opp form, a certificate of registration as a VAT payer);
- registration at the social insurance funds (the Pension fund, the Social Insurance Fund for Temporary Disability, Social Insurance Fund for Industrial Accidents and Occupational Diseases, The Unemployment Social Insurance Fund);
- obtaining a seal;
- passing registration at the customs and other state authorities (optional).
Liquidation of business companies, entrepreneurs, private enterprises and representative offices
The procedure of liquidation of business entities of any legal form or representative offices according to their own decision is a specified legally defined process of business activity cessation. which always consists of several stages: making a decision about cessation of activity, informing the state authorities, passing audit in all regulating authorities, seal abolition (if there is any) and passing documents subject to long-term storage to the archive authorities.
Liquidation of business entities of any legal form or representative offices includes:
- preparation of a decision on cessation of activity;
- passing notifications on cessation of activity to the state authorities (the state administration, tax authorities, social insurance funds);
- deregistration at the tax authorities;
- deregistration at social insurance funds where business entity or representative office was registered (the Pension fund, the Social Insurance Fund for Temporary Disability, Social Insurance Fund for Industrial Accidents and Occupational Diseases, The Unemployment Social Insurance Fund);
- deregistration at any other state authorities (the customs);
- closing a bank account;
- seal abolition (if there was any);
- passing documents subject to long-term storage to the archive authorities.
