Who can be the head of a representative office in Ukraine?

Doing business in Ukraine is beneficial for various reasons. It is no wonder that more and more foreign companies enter the Ukrainian market and want to establish their representative offices here. Among various technical issues regarding the process, we are often asked the following questions about the head of the representative office:

• On what grounds does the head of a foreign company representative office act?
• Is it really enough to issue a power of attorney for the appointment?
• Does the foreign company need to issue a decision on the appointment of the head of a representative office?
• Are any orders needed for the appointment?

So, today we decided to talk about the documents required for the head of the representative office and the grounds for exercising his/her powers.

You may also like: Taxation Of A Foreign Representative Office

Documents to be submitted during the representative office registration in Ukraine

According to the Guideline on Registration of Representative Offices, the documents submitted for the registration shall also include a power of attorney (powers of attorney) for the director. Other documents include:

• Application;
• Certificate of the foreign company registration:
• Extract from the bank about the opening of the foreign company’s account.

And in case of any changes in the information submitted during the registration, it will be necessary to inform the relevant state authorities within a month, adding documents confirming the changes: in case of change of the director - a power of attorney for the new director shall be submitted. In other words, no documents, except for the power of attorney, are provided for the appointment of the director of the representative office.

Unlike legal entities and their separate subdivisions, information on representative offices is not available in public resources. However, information on the director of a representative office, as well as on the representative office itself and the foreign company, is available in the Ministry of Economic Development, tax authorities, statistical department and the bank, if the bank account was opened.

You can read more information about the procedure for appointing the director of the representative office here.

What is a power of attorney for the director of a representative office?

The Guideline on Registration of Representative Offices does not specify this, but this power of attorney must simultaneously comply with international norms and international treaties between Ukraine and the country of registration of the company that wants to register a representative office here.

As a general rule, such power of attorney shall be certified by a notary and apostilled or legalized (there are exceptions when neither is required, and it can be only certified by a notary. This rule applies to documents from countries with which Ukraine has agreements on mutual recognition of documents).

What shall the power of attorney specify?

This power of attorney shall specify all powers needed for the future director to represent the representative office in Ukrainian state authorities and non-governmental organizations. Often, some state authorities require to clearly indicate their name in the power of attorney, rather than to include a generalized wording like “to represent in all necessary state and non-governmental authorities” therein.

Thus, a power of attorney for the head of a representative office has its own peculiarities based not only on the norms of international legislation, but also on the practice of local state authorities. Therefore, not everyone will risk doing it abroad without prior consultation with Ukrainian lawyers. We are also often asked whether we have samples of such powers of attorney. Of course, we have them, polished by many years of practice.

You way also like: What Is The Difference Between Permanent And Non-Permanent Representative Office?

What to do if in Ukraine you’re required to provide other documents on appointment of a director, for example, a decision of a foreign company or an appointment order?

Indeed, in our practice there have been cases when the tax authorities, due to their incompetence, demanded a decision on the appointment of the director. For this purpose, it is necessary to clearly know the provisions of the Ukrainian legislation and simply prove that no documents other than a power of attorney are prescribed by law. Earlier we also advised our Clients to prepare a decision on registration of a representative office and appointment of a director, because it is easier to submit a document than to prove that it is not necessary.

Such cases may occur in banks when opening accounts. Also in banks you may face another problem: often their questionnaires simply have a list of questions and documents that the Client must provide. They are designed mainly for Ukrainian legal entities, so the list of documents will include those documents, which are not available at the representative office. But since most banks in Ukraine are private commercial entities, it is enough to explain the situation to them - and a compromise will be found, because they are interested in opening accounts in their bank.

What documents other than the power of attorney for the director do you need to open the representative office in Ukraine?

If you intend to set up a representative office in Ukraine, please note that the above Guideline provides for the list of documents to be submitted for registration, including:

• Certificate of the foreign company registration;
• Certificate of account opening;
• Application.

As for the application, do not be misled by the phrase “to be prepared in any form”. Because despite “any form”, the Guideline contains a clear list of issues to be covered in the application. And all the documents must be certified in accordance with international treaties between Ukraine and the country of registration of a foreign company. You can find more information about certification of documents and common mistakes in preparation for registration of a representative office here:

Common Mistakes When Starting A Representative Office In Ukraine

If you are going to set up a representative office in Ukraine, don’t hesitate to contact us. We will help you with registration of the representative office, as well as with the employment of the director and other employees.