Investing in Ukraine
An investment structured through a foreign holding with an English-law shareholders’ agreement may be commercially sound — but if the SHA conflicts with Ukrainian mandatory corporate rules, key investor protections become unenforceable. A regulatory filing submitted out of sequence may delay market entry by months. A financing structure designed under foreign law may collapse if security interests cannot be registered in Ukraine.
Most investment failures in Ukraine are caused not by legal restrictions, but by misalignment between international structuring, local regulatory requirements, and practical implementation. We act as Ukrainian counsel within international investment projects — ensuring that ownership structures, regulatory requirements, operational models, and financing elements are aligned from the outset and remain workable throughout the investment lifecycle.
Why investing in Ukraine requires coordinated legal support
Investment projects in Ukraine typically involve several interconnected layers that must be addressed together:
- ownership and control structures designed under foreign law
- regulatory requirements specific to the investment sector
- operational models for conducting business in Ukraine
- financing and capital-raising elements
- legal mechanisms protecting investor rights
The key challenge is not addressing each element separately — it is ensuring that they work together in practice. Failures usually arise at the intersection of these layers:
- shareholder agreements that conflict with Ukrainian mandatory rules
- investment structures that do not account for licensing or sector restrictions
- operational models disconnected from the legal form of the entity
- protection mechanisms that are not enforceable in Ukrainian courts
Our role is to identify these misalignments before capital is committed — and to ensure that the investment operates as a coherent legal structure throughout its lifecycle.
Our investment practices
Investment Structuring & M&A
Design of ownership, control, and financing structures — including acquisitions, joint ventures, and exit mechanisms.
Legal Due Diligence
Identification and assessment of legal risks — corporate structure, contracts, regulatory exposure, and enforcement risks.
Foreign Investment Regulation
Regulatory constraints, licensing requirements, sector restrictions, and investment admissibility under Ukrainian law.
Market Entry & Implementation
Establishment of operational presence — company registration, tax setup, employment, and regulatory compliance.
Investment Protection
Bilateral investment treaties, dispute resolution clauses, enforcement strategies, and investor rights protection.
Capital Markets & Structured Finance
Financing models, capital-raising mechanisms, SPV structures, and investor protection within financing transactions.
How we start
Investors typically approach us not with a specific service request, but with a question: Can this investment be implemented in Ukraine — and how should it be structured?
Step 1 — Preliminary assessment. We review the proposed investment structure, jurisdictional elements, and commercial objectives to determine feasibility and identify initial risks.
Step 2 — Risk and gap identification. We identify specific points where the structure may conflict with Ukrainian law, regulatory practice, or enforcement mechanisms — including licensing, ownership restrictions, and tax exposure.
Step 3 — Structuring alignment. We align ownership, regulatory, operational, and financing components into a single workable legal structure — including sequencing of approvals and documentation requirements.
Step 4 — Implementation roadmap. We define a clear sequence of steps, responsible parties, and target timelines for each phase — so that the project has a measurable execution plan.
Navigate by situation
Not sure where to start? Use your situation:
Working with international law firms
We regularly act as Ukrainian counsel within international investment projects led by foreign law firms. Our role in these engagements includes:
- reviewing and adapting shareholders’ agreements and SPAs to ensure enforceability under Ukrainian mandatory rules
- advising on corporate resolutions, board mechanics, and governance structures required for Ukrainian entities
- coordinating regulatory filings, licensing, and compliance alongside the international deal timeline
- assessing enforcement options for security interests, pledges, and guarantee structures under Ukrainian law
We work in coordination with lead counsel and do not disrupt existing client relationships. Our focus is on ensuring that the Ukrainian legal layer integrates correctly into the overall transaction structure — without requiring renegotiation or structural changes at the international level.
Key experts
Doctor of Laws — International investment structuring, M&A, cross-border transactions, shareholders’ agreements
Doctor of Laws — Investment disputes, international commercial arbitration, enforcement of foreign judgments
PhD — Regulatory compliance, market entry, due diligence, capital markets structuring
FAQ: Investing in Ukraine
What sectors are restricted for foreign investors in Ukraine?
Certain sectors have ownership restrictions or require special authorization — including banking, insurance, media, agricultural land, and defense. Restrictions vary by sector and may involve screening by the Antimonopoly Committee or sector-specific regulators. We assess admissibility at the preliminary stage before structuring begins. See → Foreign Investment Regulation.
Can a foreign investor own 100% of a Ukrainian company?
Yes. Foreign investors may hold full ownership in most sectors. However, some industries require local partners, government approvals, or licensing. The legal form of the entity (LLC, JSC) also affects governance, capital requirements, and exit mechanisms. See → Investment Structuring & M&A.
Do bilateral investment treaties (BITs) protect foreign investors in Ukraine?
Ukraine has signed over 70 bilateral investment treaties. These treaties may provide protection against expropriation, unfair treatment, and transfer restrictions — and may allow investors to bring claims through international arbitration (ICSID, UNCITRAL). Protection depends on the investor’s nationality, the structure used, and treaty-specific conditions. See → Investment Protection.
What taxes apply to foreign investment income in Ukraine?
Key tax considerations include corporate income tax (18%), withholding tax on dividends, interest, and royalties (15% standard, reducible under double tax treaties), and VAT (20%). The actual exposure depends on the investment structure, the jurisdiction of the holding entity, and applicable DTTs. We analyze tax implications as part of the structuring process.
How long does company registration take in Ukraine?
A standard LLC registration takes approximately 3–5 business days after all documents are prepared. However, the full market entry process — including tax registration, bank account opening, and regulatory compliance — typically takes 4–8 weeks depending on the sector and licensing requirements. See → Market Entry.
When should Ukrainian legal counsel be engaged?
At the earliest stage — before the investment structure is finalized and capital is committed. Early engagement allows us to identify regulatory constraints, tax exposure, and enforcement risks before they become embedded in transaction documents.
Related practices
Ready to proceed?
We will assess your investment and ensure it is structured, implemented, and protected in Ukraine.
