On 3 September 2023, Law of Ukraine “On Amendments to Certain Legislative Acts of Ukraine on the Regulation of Activities of Separate Subdivisions of a Legal Entity Established in Accordance with the Laws of a Foreign State” No. 3257-IX, dated 14 July 2023 (“Law”), entered into force.
The Law improves the procedure for state registration of representative offices and enables the establishment of full-fledged branches of foreign companies.
In particular, the Law delegates the powers over state registration of representative offices and branches of foreign companies from the Ministry of Economy to state registrars and decreases the period for such registration to 5 business days. Also, information on branches or representative offices of foreign companies will be available in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organisations.
The Law introduces amendments to the Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Organisations”, which will determine the procedure for state registration of representative offices and branches of foreign companies along with an exclusive list of documents required for such registration.
The Law provides for a new requirement for state registration, necessitating the submission of the statutory document (regulation) of a branch or representative office. This must include details about the ownership structure of the founding foreign company and information regarding its ultimate beneficial owner.
Additionally, the Law establishes a procedure for liquidation of representative offices and branches of foreign companies. Specifically, it outlines the steps for notification of the state registrar of the liquidation, appointment of the liquidation commission, conducting inventory and inspections, review of creditors’ claims, etc.
Despite the entry into force of the Law, most of its provisions will be enacted only in one year, on 3 September 2024.
By Mykola Stetsenko, Managing Partner, Yuriy Nechayev, Partner, Bogdana Parkhomchuk, Managing Associate, and Andrii Andriishyn, Associate, Avellum