How to Register a Company in Ukraine: LLC, Branch or Representative Office

Investing in Ukraine | JVS Law

Most guides to registering a company in Ukraine still describe a country that stopped existing in 2024. The representative office route in particular was rebuilt from the ground up: it moved out of the Ministry of Economy into the ordinary state register, the fee fell from USD 2,500 to about EUR 70, and the staff of a representative office stopped needing work permits at all.

That last point is not a detail. For a foreign company sending three people to Ukraine, it is the difference between roughly UAH 80,000 in permit fees and nothing.

Below is what the two entry routes actually cost and take today, with the provisions they come from — because the numbers circulating online are, for the most part, from the previous regime.

A foreign investor entering Ukraine chooses between two things that are often described as if they were variants of one another. They are not.

A limited liability company (TOV) is a Ukrainian legal entity. It contracts in its own name, owns assets, employs people, registers for VAT, bids in public procurement and is taxed as a resident. Its liability is its own.

A branch or representative office is not a legal entity at all. It is a separate subdivision of the foreign company, which remains the contracting party and bears the liability. It suits presence without a local balance sheet: market research, contract negotiation, supervising a project, servicing existing customers.

Until 2024 that second route was administered by the Ministry of Economy under Article 5 of the Law on Foreign Economic Activity, cost USD 2,500 and took weeks. Law No. 3257-IX of 14 July 2023 deleted parts 18 to 22 of that article and moved branches and representative offices into the Unified State Register, on the same footing as everyone else. The law entered into force the day after publication and applied one year later; the Cabinet of Ministers was directed to migrate previously registered branches and representative offices into the register.

Clause 1 of part 1 of Article 26 of the Law on State Registration gives the registrar 24 hours from receipt of the documents for legal entities, excluding weekends and public holidays. Where the documents are filed by a notary in the course of a notarial act, clause 10 of the same part requires registration immediately after the act.

The delay in practice therefore sits before filing, not after it: apostilling and translating the founder’s corporate documents, agreeing the charter, and assembling the beneficial ownership file. Plan around those, not around the register.

What goes in, under Article 17:

• an application for state registration of the creation of a legal entity — which can, in the same document, ask for VAT registration and for the simplified tax regime;
• the founders’ decision to create the company, as an original or a notarised copy;
• the charter — or a statement that the company operates under the model charter, in which case no charter is filed at all;
• documents establishing the ultimate beneficial owner and the ownership structure. The registrar determines the UBO from these; this is where files most often stall, because an ownership chain running through several jurisdictions has to be documented, not asserted.

Foreign corporate documents need an apostille (or consular legalisation, depending on the country) and a certified Ukrainian translation. Registrars in practice expect a recent extract from the foreign register, and firms usually work to a one-month window — treat that as market practice rather than a statutory deadline.

There is no administrative fee for registering an LLC. Article 36 lists the fees payable in the sphere of state registration, and the creation of a private legal entity is not among them. Your costs are the notary, translation and legalisation.

Ukrainian law sets no minimum statutory capital for an LLC. The figures circulating online — “usually from UAH 20,000” — are convention, not law, and they answer the wrong question.

Two provisions of the Law on Limited and Additional Liability Companies do matter.

Article 14: each participant must contribute in full within six months of state registration — unless the charter provides otherwise. That closing clause is the planning lever, and it is routinely missed. If the funding schedule of your project does not fit six months, the place to fix it is the charter, at incorporation, by unanimous decision. Fixing it later requires the same unanimity, which is harder to obtain once there is more than one participant.

Article 15 is what happens if you miss the deadline. The executive body must send a written warning setting an additional period, capped at 30 days. If the contribution still does not arrive, the general meeting decides between four outcomes: expelling the participant, reducing the statutory capital by the unpaid part, redistributing the unpaid share among the others, or liquidating the company. The votes attaching to the defaulting share are not counted. For a joint venture with a local partner, that is a governance risk worth reading before signing, not after.

What the capital figure should actually reflect: the licences you will apply for (some regimes have their own thresholds), the credibility your counterparties and banks expect, and the working capital you would otherwise have to lend in.

This is the part where most published guidance is still wrong, so it is worth stating precisely.

Since the 2023 law took effect, a branch or representative office of a foreign legal entity is registered in the Unified State Register by an ordinary state registrar. Clause 9 of part 1 of Article 26 sets the term at five business days. Article 36 sets the fee at one subsistence minimum for able-bodied persons — under Article 7 of the 2026 budget law, UAH 3,328. Registering changes to the register data costs 0.3 of a subsistence minimum.

Compare that with the regime it replaced: registration by the Ministry of Economy, a fee of USD 2,500, and a process measured in weeks. The cost of the entry ticket fell by roughly a factor of thirty.

What did not change: a representative office has no legal personality. It acts under a power of attorney from the foreign company, and every obligation it takes on is the foreign company’s obligation. It does not limit liability, and it is the wrong instrument if you intend to trade, hold assets or bid for public contracts in your own name.

What is genuinely new, and matters more than the fee, is the employment position — the next section.

The default rule is in part 1 of Article 42 of the Law on Employment of the Population: an employer may engage foreign nationals only under a permit issued by the territorial employment authority. A foreign director of a Ukrainian LLC needs one like anyone else.

The exception is clause 8 of part 6 of the same article, in the wording given to it by Law No. 3257-IX: employees of branches and representative offices of a legal entity established under the law of a foreign state are employed without a permit.

Put the two together and the structuring consequence is concrete. Under Article 42-4, a permit costs, by term:

• up to six months — three subsistence minimums (UAH 9,984 in 2026);
• six months to one year — five (UAH 16,640);
• one to two years — eight (UAH 26,624);
• two to three years — ten (UAH 33,280).

An extension costs one subsistence minimum less than the corresponding issue. Each employer needs its own permit for the same person. Article 42-3 caps the term: up to three years for seconded staff under a foreign trade contract and for intra-corporate transferees, up to two years for other foreign hires.

Two further points that change plans:

• Citizens of the Russian Federation and Belarus. Since Law No. 2623-IX of 21 September 2022, issuing or extending a permit for them — and for nationals of other states recognised as threatening Ukraine’s sovereignty — requires clearance from the regional bodies of the Security Service of Ukraine. Build the time in, or staff around it.
• Wage floor. The 2026 budget law sets the minimum wage at UAH 8,647 per month (UAH 52 per hour). Employment contracts, payroll taxes and the unified social contribution follow from there.

None of this makes the representative office the right answer by default — it cannot trade, and that usually decides it. But if your Ukrainian presence is genuinely a presence rather than a trading operation, the permit exemption is a real and recurring saving that the fee comparison alone does not show.

Registration is disclosure. Your participants, your ultimate beneficial owner, your director and your ownership structure become register data.

That register became public again on 19 January 2026, when the Ministry of Justice resumed publishing the Unified State Register as open data — on the basis of Ministry of Justice Order No. 3168/5 of 18 November 2025 and Law No. 4576-IX of 21 August 2025 on the specifics of registers under martial law. Access had been restricted since the start of the full-scale invasion. The datasets are refreshed weekly.

Three categories stay out of the public files: contact details, the exact location, and the classified activity codes. The practical consequence for anyone checking a Ukrainian counterparty is that the open data will not confirm a service address or whether the company’s stated activity matches its registered codes — that still takes an extract. We set out the full procedure separately: how to check a Ukrainian company.

One thing the register does not decide is whether your investment will be screened. Ukraine has no operating foreign investment screening regime yet — two competing bills have been in committee since autumn 2025 — while the EU benchmark moved with Regulation (EU) 2026/1386. Where that leaves an investor today: foreign investment screening in Ukraine.

1. Trading or presence. If you will sign contracts, hold assets, employ locally at scale or bid for public contracts, it is an LLC. If you will represent, negotiate and supervise, a representative office is cheaper to run and exempts your staff from work permits. Do not choose on the registration fee.
2. Fix the contribution deadline in the charter if six months does not match your funding schedule. It requires unanimity, and unanimity is cheapest on day one.
3. Start the apostille and translations first. The register takes 24 hours; the paperwork behind it does not.
4. Document the ownership chain before filing, not in response to the registrar’s questions. This is the usual cause of delay for structures held through more than one jurisdiction.
5. Decide the director question early. A foreign director of an LLC needs a permit, with a cost and a term; a local director does not. If the candidate is a Russian or Belarusian national, add the SBU clearance step to the timeline.
6. Secure a real address. A physical address in Ukraine is required; a mail drop is not an address, and service of process follows it.
7. Check licensing before capitalising. Construction, energy, financial services and strategic goods each have their own regimes and, sometimes, their own capital expectations.

Also worth settling at the same time as the entity: how disputes under your Ukrainian contracts will be resolved, and in which forum — arbitration or court in a cross-border contract.

Sources

• Law on State Registration of Legal Entities, Individual Entrepreneurs and Civic Formations No. 755-IV — Articles 17, 26 and 36 (documents, terms, fees).
• Law No. 3257-IX of 14 July 2023 — the act that moved branches and representative offices of foreign legal entities into the Unified State Register and rewrote the work-permit exemption.
• Law on Limited and Additional Liability Companies No. 2275-VIII — Articles 12 to 15 (capital, contributions, default).
• Law on Employment of the Population No. 5067-VI — Articles 42, 42-3 and 42-4 (permits, terms, fees).

Prepared in August 2026 from the current texts on the official Legislation of Ukraine portal: the Law on State Registration No. 755-IV (as in force from 24 April 2026), Law No. 3257-IX of 14 July 2023, the Law on Limited and Additional Liability Companies No. 2275-VIII, the Law on Employment of the Population No. 5067-VI, and the Law on the State Budget of Ukraine for 2026 No. 4695 of 3 December 2025 (Articles 7 and 8). Fees expressed in subsistence minimums and minimum wages change every January — check the current budget law before budgeting.

Related: what the new EU screening regulation changes for Ukraine.