On 3 September 2024, the Law of Ukraine No. 3257-IX, "On Amendments to Certain Legislative Acts of Ukraine Regarding the Regulation of Activities of Separate Subdivisions of a Legal Entity Formed in accordance with the Laws of a Foreign State," dated 14 July 2023, came into force. This law introduces changes to the state registration and liquidation matters of foreign branches and representative offices of foreign companies in Ukraine ("Representative office"), bringing the legal framework into alignment with EU corporate law standards.
By March 2025, the Cabinet of Ministers of Ukraine shall adopt by-laws to implement the law’s provisions and ensure transferring information about existing Representative offices into the Unified State Register of Legal Entities, Individual Entrepreneurs, and Non-Governmental Organizations ("Unified State Register").
Key changes towards state-registration matters:
Transfer of the registration authority. The responsibility for registering Representative offices has been transferred from the Ministry of Economy to local state registrars.
Increased transparency of information. Principal information on Representative offices and their foreign parent companies will now be publicly accessible in the Unified State Register.
Document requirements. During state registration actions, including modification to existing registry records, foreign entities will be required to provide a more extensive set of documents, including:
a) A resolution of a foreign company indicating certain mandatory information.
b) Constituent document of a Representative office.
c) Information on the corporate ownership structure and ultimate beneficial owners, with supportive documents (e.g., extracts from business registers, and copies of the ultimate beneficiary's passport).
Reasonable registration time. The timeframe for state registration will be shortened from 20 to 5 business days.
Changes to the liquidation procedure. The liquidation procedure has been streamlined to meet those for regular legal entities in Ukraine, including mandatory steps like the appointment of a liquidation commission, submission of a liquidation balance, and archiving of documents within state authorities.
The validity of certain documents has been shortened. Documents confirming the registration of foreign entities in their home countries shall be submitted to Ukrainian registration authorities, where required, within 30 days of issuance.
Other notable changes:
Employment and residency of foreigners. Foreign employees of Representative offices will be allowed to work without a Ukrainian work permit.
Accounting and financial reporting. Representative offices will now be required to maintain accounting records and submit simplified financial statements (including a balance sheet and profit/loss report), aligning with both national and international accounting standards.
Actions for existing Representative offices:
While the law does not currently require immediate action from existing Representative offices, there are several considerations that may impact their business:
Existing Representative offices may be required to provide additional documents (e.g., ownership structure, ultimate beneficial owners) that have not been required at the time of their original registration. It remains unclear whether existing offices that have not previously disclosed certain ownership information will need to do so immediately or only upon future changes.
Monitor developments regarding relevant by-laws, as they may clarify additional compliance steps and/or deadlines.
If a Representative office plans to terminate its activity, the liquidation procedure may be complicated within the next several months until completion of the transitional process. In addition, it may be required to re-issue liquidation-related documents considering new requirements.
Download the PDF here.
This publication is for informational purposes only. If you would like to learn more or seek legal advice, please contact one of the following or your usual Nobles contact:
Alexander Weigelt (Partner), Vasyl Fedorenko (Senior Associate).
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