- sale and purchase
- lease
- mortgage
- due diligence
- legal support in transactions
- construction
- development
- financing
- taxation
- privatization
- land issues
- establishing a company
- corporate and business services
- investment projects and contracts
- protection of foreign investments
- family law
- marriage
- contracts and agreements
- inheritance
- property disputes
- damage and trespass
Company formation in Ukraine
| Limited liability company | Private limited company (private enterprise) | Joint Stock Company*1 | |
| Company law | Civil Code, Commercial Code | Commercial Code | Civil Code, Commercial Code |
| Company purpose | Economic | Economic | Economic |
| Founders | Min 1 – max 10 | Only 1 legal entity; Or 1 or several natural persons | Min 1 – Max no foreseen |
| Capital requirements | Min about USD 10 200 *2 | Not foreseen *3 | Min about USD 127 500 *4 |
| Liability | Limited | Limited | Limited |
| Company name | Free, but shall include words “LIMITED LIABILITY COMPANY” | Free, but shall include words “PRIVATE ENTERPRISE” | Free, but shall include words “Closed” or “Open” “Joint Stock Company |
| Formalities | Moderate | Low | High |
| Credit / funds | Possible | Possible | Possible |
| Accounting obligation | Yes | Yes | Yes |
| Management | Director + General meeting of the members. Auditing committee may be also created | Director + General meeting of the owners. Any other body may be created upon the resolution of the owners | Director + General meeting of the shareholders. Supervisory board and auditing committee may be also created. * 5 |
| Nationality | free | free | free |
| Image | Good | Good | Good |
| Taxation | Single tax; or profit tax (general taxation)*6 | Single tax; or profit tax (general taxation)*6 | Single tax; or profit tax (general taxation)*6 |
*1 There are two types of joint stock companies: "open" joint stock company (OJSC) and "closed" joint stock company (CJSC). Shares in an OJSC may be offered to public and traded on a stock exchange, whereas ownership of shares in a CJSC is limited to the founders. OJSC is suitable when business intends to collect substantial capital by means of the issuance and sale of shares to the public. A CJSC is typically financed mostly by its founders.
*2 At least 50% of the authorized capital must be paid up before company’s registration.
*3 There is no required minimum of the chartered capital for private limited companies in Ukraine, but as the practice shows it shall be not less than the amount necessary to cover all the company’s expenses (director’s salary, office rent, telephones etc.) for a few months until the company becomes a self-supporting.
*4 At least 50% of the share capital of a CJSC must be paid up before the company’s registration.
*5 Usually the bodies are General Meeting of Shareholders and the Board of directors. The last is fully responsible for the day-to-day company’s management. Shareholders may decide to appoint a supervisory board to supervise over the actions of directors. When a company has at least 50 shareholders, the appointment of a supervisory board is compulsory.
*6 There are two systems of taxation for legal entities in Ukraine: the unified taxation and the general taxation.
The unified taxation is applied for small-scale businesses, under which all taxes are combined in one single tax. The law stipulates the following core requirements for small-scale businesses wishing to be taxed under this type of taxation:
|
Legal entities taxed by unified system can choose the rate of the single tax between the following:
a) 6% from the amount of profit from sales of products (goods, works, services),(excise tax not included) + VAT 20%
b) 10% from the amount of profit from sales of products (goods, works, services), (excise tax not included), (VAT is not paid).
The general taxation of legal entities includes corporate profit tax (25% from net profit), social taxes (up to 35%) and VAT.
*7 Social taxes include contributions to Pension Fund, Social Insurance Fund, Unemployment Fund and Accident Insurance Fund.
ICL Directory
International Law offices