Changes in the procedure for registration of representative offices of non-residents in Ukraine - what should non-residents expect starting from September 2024?
30/08/24
Starting from 3 September 2024, the requirements for the registration of separate subdivisions of non-residents, including branches and representative offices, will be changed. The documents for registration will need to include, among others, the respective documents regarding the ownership structure and the ultimate beneficial owner(s), regulations for the separate subdivision or another founding document.
The said changes are caused related to the fact that on 3 September of the current year, the authority for the state registration of non-resident separate subdivisions will transfer from the Ministry of Economy of Ukraine to the state registrars. Additionally, information about the separate subdivisions will need to be entered into the Unified State Register of Legal Entities, Individual Entrepreneurs, and Public Formations.
Furthermore, we draw attention to the fact that the procedure for the liquidation of representative offices and other separate subdivisions of foreign companies will change. If a non-resident has already started or plans to start the liquidation of their representative office or branch in Ukraine soon, it is necessary to consider these legislative changes during the preparation for liquidation and/or during the ongoing liquidation procedure.
Non-residents who are already conducting business in Ukraine (including through their separate subdivisions) will also need to provide documents on the ownership structure in the case of state registration of changes concerning such a separate subdivision.
We also note that non-residents who are already operating in Ukraine have been required since 20 March 2023, to provide the controlling body (State Tax Service) with information about the ownership structure and the ultimate beneficial owner. This requirement was stipulated by the Law on joining the automatic exchange of information for tax purposes under the CRS standard.
If you need support, our team will consult your company regarding the new requirements and the necessity of taking the required further steps, analyse the existing corporate documents, and assist with the preparation of documents for the state registration of changes to the information about the separate subdivision of a foreign legal entity in accordance with the requirements of Ukrainian legislation.
Additionally, we are ready to support you with identification and implementation of the necessary changes within the planned or already initiated procedure for the closure of a representative office or branch of a foreign company.
1 Law of Ukraine "On amendments to certain legislative acts of Ukraine concerning the regulation of activities of a separate units of a legal entity established in accordance with the legislation of a foreign state" No. 3257-IX dated 14 July 2023.
2 Formally, state registrars will receive such powers from 3 September 2024. However, we assume that the transfer of powers to state registrars may be postponed, as they are not ready for the actual performance of such registration due to a number of technical and organisational reasons.
3 Law of Ukraine "On amendments to the Tax Code of Ukraine and other legislative acts of Ukraine regarding the implementation of the international standard for automatic exchange of information on financial accounts" No. 2970-IX dated 20 March 2023.
