Set up Limited liability company (LLC) in Lviv, Ukraine

Set up Limited liability company (LLC) in Lviv, Ukraine
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With this service, you can order the following:

  • accounting/bookkeeping service (reporting, cadres);
  • legal service (consultancy, contracts, legal adress);
  • stamporseal;
  • registration as VAT payer;
  • contract drafting.

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*it’s also possible representation of colleagues from other countries:
+ individual preparation of the charter;
+ holding of the General Meetings of Founders;
+ preparation of registration documents;
+ Full support at the registration service and tax service;
+ obtaining a certificate of registration / certificate of VAT payer;
+ legal support during the activity.

This publication have step-by-step guide about how easy set up Limited liability company (LLC) in Lviv, Ukraine goes. The author of publication registers over 30 companies with foreign owner, developed a different corporate structure for different industries, analyzed other articles from the network – therefore here is collected all the most actual information. If you are wondering, what you can incorporate for doing business besides LLC – it is a private entrepreneur. I suggest you getting acquainted with the article Private entrepreneur (Sole trader) in Ukraine – registration and more.

Pay attention!
The article is constantly updated and is supplemented. If you have some questions, remarks, or you noticed inaccuracies – write in comments below. The author will definitely answer.

Set up the LLC 2019 – beginning 

The first stage is the definition of the goal, or for what, establish set up Limited liability company (LLC) in Lviv, Ukraine generally need exactly for you. This should be done first, because the termination and closure of the LLC is not an easy procedure. Incorporating a business in Ukraine is much easier than closing it. Therefore, this should only be done if you are confident in your decision. The activities of Limited Liability Company (LLC) regulate numerous legal acts, among the main:

  1. The Civil code of Ukraine;
  2. Commercial code of Ukraine;
  3. Law of Ukraine “On companies with Limited and additional liability”
  4. Other laws and regulations governing the circulation of documents, reporting, currency legislation, etc.

Any person under the age of 14 is entitled to set up the company in accordance with application of 32 of the Civil Code of Ukraine. I draw attention to the fact that the charter of the Company may provide for another minimum age of the founder / participant.
In addition, the founder of the Company may be another legal entity/physical person, even a legal entity from another country (this opportunity is often used for international corporate structuring).

Obligatory documents for the set up of the LLC

In order to set up an LLC in Ukraine you need the following list of documents:

  1. Passport and identification code of founders;
  2. The charter of the Company;
  3. Minutes of the General shareholder’s Meetings of the members of the Company about it’s creation;
  4. Applying form;
  5. If the founder is a legal entity – the minutes of the General shareholder’s Meetings of the members of the Company of such entity;

If the founder is a legal entity from another country – you will need additional extraction from a foreign register of the companies, that such a legal entity exists. This extract should be apostille. 

Get legal service in Lviv

Keep in mind that in the case of establishing an LLC in Ukraine by a foreigner – he should receive in Ukraine an identification code in the tax service, and the passport will need to be translated into Ukrainian and certified by a notary. The identity code can be obtained by a foreigner’s representative with power of attorney.

If you are worry about inspections in Ukraine, the most dangerous right now is State service of Ukraine on Labor. Please, visit my article to learn more about it.

Attention!

Due to the updating of corporate legislation in Ukraine, there is no valid model charter, which is why each Company should write its own charter.

Minutes and charter of the Limited Liability Company

In order to establish the LLC, it is necessary to develop 3 basic documents:

  1. fill up applying form;
  2. hold a general meetings of the founders of the Company;
  3. in the case of establishing the LLC by one sole founder – to make a decision by the founder
  4. and most importantly – to approve the charter;

Charter of LLC

According to chapter 5 of Article 11 of the Law of Ukraine “On Limited Liability Companies” the following information should be provided for in the charter: 

  1. full, as well as the abbreviated name of the Company; 
  2. corporate government by the Company;
  3. competence of the corporate government;
  4. order of decision-making by the corporate government;
  5. entry procedure to the Company;
  6. the order of leaving the Company;

A typical charter proposed for download here on the site is compiled in accordance with the requirements of the law; It describes all the basic principles. The charter is suitable for a family business, or for doing business on its own. A charter should be developed individually for companies, which involves several partners, each of which wants to be protected in the event of a corporate conflict.

When the initial establishing the LLC 2019 is going, the signature of the founders on the charters of the Company must be certified by a notary – this is a mandatory requirement of the law.

If you are looking to doing IT business in Ukraine

Here is separate article about doing IT business in Ukraine, especially as private entrepreneur.

Minutes of the General shareholder’s meetings or founder’s decision

Minutes of the General shareholder’s meetings is typical, it will be suitable for any Company, therefore you can download it. New corporative legislation cancel the secretary of the General shareholder’s meetings, and therefore simplify their proceeding. However, instead of secretary’s signature – the signature on the minutes of the General shareholder’s meetings can be made by every participant, that voted on meetings. 

Attention!

At the initial registration of a Company – the signatures are certified by a notary only on the charter. On the minutes of the General shareholder’s meetings, or founder’s decision the signature had not to be certified by a notary. 

Shareholder’s agreement after Company establishing

According to article 7 of law of Ukraine ”About LLCs”, provided opportunity to conclude shareholder’s agreement. This article don’t provide any details, however its presumed what can we predict:

  1. voting procedure on the General shareholder’s meetings;
  2. especially procedure of purchasing/selling equity between participants;
  3. non-admission of certain persons to the Company;
  4. agree on the order of appointment of the director of a Company; 
  5. agree on the procedure for payment of dividends; 
  6. provide a priority to purchase a share of another participant;
  7. to extend the limitation period for appeal to the General shareholder’s meeting;
  8. other provisions regulating the relations of the parties to such an agreement.

A shareholder’s agreement must be concluded with the members of the Company where there are two founders and each of them owns 50% of the equity. This is explained by the fact, that there may be a “deadlock”, when one of the members of the Company does not vote – accordingly there can be no decision. As a result, the activity of the Company is blocked. To avoid this, you can foresee an opportunity to get out of this situation in a shareholder’s agreement. A shareholder’s agreement is concluded between the members of the Company at the request of the participants themselves. It is confidential, it is not required to be certified by a notary, but it should be written in paper form.

Pay attention!

The shareholder’s agreement is concluded after the set up of the Company. To determine the relationship before the creation of the Company – you can conclude an agreement on the establishment of the Company. These documents are different.

It is necessary to keep in mind, that actual judicial practice and the reality of the implementation of a corporate agreement with Ukrainian realities are not available yet. Therefore, in order to guarantee the security it is expedient to conclude an irrevocable power of attorney.

Application form of LLC

The registration form requires filling in the following fields:  

  1. name of the company;
  2. location or legal adress;
  3. description of founders and beneficiaries;
  4. determination of the size of the charter capital;
  5. description of the corporate authorities;
  6. description of the director of the Company;
  7. you can also specify additional information such as: phone, email address, corporate website.

The information about how to fill in the registration form № 10 correctly, as well as the non-completed form, you can download here. But I’ll additionally focus on some form points.

Choosing the name of the Company

The terms of the name of the legal entity are approved by the order of the Ministry of Justice. The main name of the Company should be expressed in Ukrainian, and have no analogues in country.

Location of the Company

The state registrar does not check either the right of property or rental agreement at the indicated legal address in the registration form. However, as an applicant, you are interested in specifying a real address, since all correspondence will come to it: from counter-parties, tax service or other state authorities. 

Set up Limited liability company (LLC) in Lviv, Ukraine – beneficiary owners

Since Ukraine has passed legislation on prevention of money laundering, which is obtained illegally – as of now, with the establishing of LLC, it is necessary to specify beneficiary owners.

They recognize individuals who may directly or indirectly influence on decisions taken by the Limited Liability Company.

The beneficiary owner must be indicated for each founder who holds a equity in the authorized capital of the LLC over 25%.

Infographic – Set up Limited liability company (LLC) in Lviv, Ukraine

Set up Limited liability company (LLC) in Lviv, Ukraine
Bogdan Yankiv is a business lawyer. He is providing legal service for companies in Ukraine.

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