Registration procedure of a foreign company representative office in Ukraine
- Author: Marina Losenko
- Practice areas: Corporate law
- Standardized procedures: Registration of representative office of foreign company in Ukraine
- Date of publication: 13/12/12
One way to conduct activities by a foreign company including commercial activities on the territory of Ukraine is creation of a representative office.
Representative office of a foreign company is not a legal entity and does not conduct independent business activities. It acts in the name and on behalf of the company representing it in Ukraine. Registration of a representative office allows to obtain an official status for a foreign company and its employees working in the office, hire foreigners without work permits, obtain single-entry and multiple-entry visas for them and their families, open accounts in Ukrainian banks, etc.
Registration of a representative office is performed in two phases. First of all the office must be registered at the Ministry of Economic Development and Trade of Ukraine and then registered by the State Tax Service, pension fund and statistics bodies.
Registration at Ministry of Economic Development and Trade of Ukraine requires submission of the following documents:
1) An application for registration of a representative office. It can be filed in any form on company letterhead blank with signature of the Head and stamp of a company (if available). The application shall contain:
- name, state of origin, location, date of foundation, legal form, number of employees and the field in which a company conducts its activities;
- telephone and fax numbers;
- city where the office will be opened and its future address;
- number of citizens who will work in a representative office;
- name of a bank and account number;
- if any branches are planned to be created - the city in which they will be created;
- the purpose of foundation and field of activities conduction, information on business relations with Ukrainian partners and prospects of cooperation development;
2) an extract from a trade, bank or court register of a country where officially registered management body of a foreign company is located confirming the registration of the company;
3) certificate from a bank where an account of a foreign company is opened and number of the account;
4) authorization document for representation in Ukraine issued under the laws of a country where a foreign company is registered.
If laws of a country where a foreign company is located require a special permission issued by state authorities of this country for opening of representative offices abroad a copy of such permission must be submitted as well. A typical example of such document is a permission of the central bank of a country where a foreign company is located to open an account with the right of business activities conduction related to representation of a foreign company in Ukraine.
These documents must be submitted to the Ministry of Economic Development and Trade of Ukraine within 6 months from the date of their issuance in the state where a company is located. The documents must be notarized at the place of issuance, duly legalized (through legalization in consular establishments or by being apostilled) and translated into Ukrainian. Translation must be certified by a translator.
For further registration of a foreign company by state agencies one should take care of preparation and translation (into Ukrainian) of such documents: decision to create a representative office (usually a protocol on creation of a representative office in Ukraine and appointment of office manager) and regulations for the representative office.
The state imposes a 2500 USD fee for the registration of a representative office. An account number for fee payment is provided during the registration. However those who know the account number are free to pay in advance and file an extract or any other document from the bank that proves the fee payment transaction along with other documents to the Ministry of Economic Development and Trade of Ukraine.
The regulatory term set for registration documents examination and decision-making processes (permission of registration or denial) is 60 business days from the moment of fee payment completion (in practice it starts from the moment of payment document provision to the Ministry of Economic Development and Trade of Ukraine).
Registration denial for a foreign company representative office may be based on violations of the mentioned documentation requirements, documentation inconsistency with the legislation, provision of documents after 6 months from the date of their issuance in the state of foreign company location.
In case of permission for registration granting an applicant receives a certificate of registration of representative office in Ukraine and registration data is transferred to the Register of representative offices. A representative office is considered to be legitimate from the moment of its state registration.
Upon receiving the Registration certificate one must apply for inclusion of the office in the Ukrainian Unified State Register of enterprises, organizations and institutions and receive the certificate about inclusion into the Register at the local statistics authority.
In order to be included in the Ukrainian Unified State Register of enterprises, organizations and institutions a representative office of a foreign company must provide the following documents:
- Representative office registration Certificate and authorization document to perform representative functions;
- Regulations on the activities of representation and the completed registration card;
- Request for the confirmation document.
Documents must be filed within 10 days after registration of a representative office in the Ministry of Economic Development and Trade of Ukraine. Confirmation document about inclusion in the Unified State Register of enterprises, organizations and institutions is issued by statistics authorities within five days from the date of the request.
For tax monitoring registration the following documents must be submitted to the State Tax Service body at the location of a representative office:
- application form number 1-OPP (application for legal entities or branches);
- copy of a certificate about inclusion in the Unified State Register of enterprises, organizations and institutions;
- copy of a certificate of representative office registration.
Documents must be filed within 10 days after registration of a representative office in the Ministry of Economic Development and Trade of Ukraine. Additionally a permanent representative office (ideally this is a representative office through which economic activities of a foreign company are conducted but in practice all kind of representative offices are used) must be registered as an income taxpayer. For this purpose besides a copy of the certificate of inclusion in the Unified State Register of enterprises, organizations and institutions and a copy of the representative office registration certificate it is required to apply for non-resident representative office registration as an income taxpayer in accordance with a form number 1-RPP.
Registration for tax monitoring must be performed not later than the next business day after application submission but even in such case one may face some delays. After such registration State Tax Service body sends the applicant an application form number 4-OPP or issues it for authorized representatives in local office of State Tax Service of Ukraine. Application is issued free of charge.
For registration in the Pension Fund of Ukraine as a payer of single social contribution it is required to provide the following documents within 10-day period from the date of registration:
- registration application;
- original and copy of representative office registration certificate;
- original and copy of the decision on foundation of a representative office (in practice it is a protocol of company’s authorized body on establishment of a representative office in Ukraine and appointment of the Head of representative office which must be translated into Ukrainian);
- original and copy of a certificate about inclusion in the Unified State Register of enterprises, organizations and institutions
- original and copy of the representative office activities regulations.
Copies of these documents are reconciled with the originals and certified by employees of the Pension Fund and the originals are returned to the applicant. Not later than the next business day after registering the representative office a notification is sent to it.
Separate actions are made to construct a seal, open an account of a representative office in the Ukrainian bank and obtainment of service cards for foreign employees (obtained instead of a work permit).