Changes in the Procedure for Registering Branches of Foreign Legal Entities in Ukraine

Branches of foreign legal entities (representative offices) serve as a common way for large international companies to operate in other countries. This approach allows them to conduct business without the need to establish a full legal entity in a foreign country, while effectively engaging in the local market. Although representative offices do not have the status of independent legal entities, they perform essential functions for their parent company.

Recent changes in Ukrainian legislation regarding the registration of foreign legal entity branches present new opportunities for international businesses. However, these changes also demand a careful approach to legal requirements and strict compliance with updated regulations. For companies looking to start operations in Ukraine promptly and with minimal risk, having a reliable partner to navigate these legal complexities is crucial.

The Pravova Dopomoga law firm has over 10 years of experience in assisting with the registration of foreign representative offices in Ukraine. We understand all the legal intricacies that can impact the success of this process. Our experts will help you avoid bureaucratic obstacles and ensure a smooth and swift entry into the Ukrainian market. In this article, we will cover the key legislative updates that have a significant effect on the registration procedure for foreign company branches.

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Registration of Foreign Representative Offices in 2024: New Rules and Simplified Procedures

The legal status and operations of foreign representative offices are governed by the laws of the country where they operate. In Ukraine, there is a clear process for registering representative offices and legalizing their activities. However, the registration procedure can be complex, often requiring the assistance of a specialist. Until September 3, 2024, the registration process involved preparing a specific set of documents and submitting them through the Ministry of Economy of Ukraine. If the documents were valid and met the necessary requirements, the office was registered. If not, the applicant would receive a letter outlining the necessary corrections.

Starting on September 3, 2024, the new Law of Ukraine No. 3257-ІХ, dated July 14, 2023, "On Amendments to Certain Legislative Acts of Ukraine Regarding the Regulation of Branches of Legal Entities Formed in Accordance with the Laws of a Foreign State" comes into force. So, what has changed, and how can a foreign legal entity now register a branch?

New Opportunities for Registering Foreign Representative Offices Through Local Authorities

Previously, registering a foreign representative office required going through the Ministry of Economy, which involved a lengthy process. Now, registration can be done locally through the executive bodies of village, township, and city councils, as well as the Kyiv and Sevastopol city administrations, district administrations, and even through notaries. Additionally, there is no longer a need to contact Ukraine’s statistical authorities to obtain an EDRPOU code. We believe these changes will significantly simplify and accelerate the registration process, making it much more efficient. This update is a clear positive step for businesses looking to establish a presence in Ukraine.

Updated Application Forms for Registering Branches of Foreign Companies

It’s important to note that by Order No. 2518/5, dated August 26, 2024, the Ministry of Justice has introduced new application forms for state registration of legal entities, individual entrepreneurs, and public organizations. This includes the addition of Form No. 11 (Application for State Registration of a Branch of a Legal Entity Established in Accordance with the Laws of a Foreign Country).

Procedure for Transferring Information on Foreign Branches and Representative Offices to the Unified State Register

To prevent future issues with missing information for already registered foreign representative offices, the Cabinet of Ministers of Ukraine, by Resolution No. 1004 dated September 3, 2024, approved a procedure for transferring information on existing and registered branches and representative offices of legal entities established under foreign law to the Unified State Register (EDR). This procedure outlines the specific steps the Ministry of Justice must take to ensure the data is transferred correctly. Once the information regarding your representative office has been successfully transferred to the Unified State Register, you will receive a notification via email.

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Registration with a Foreign Consulate: Required Documents

What is the basic list of documents needed for registering a foreign representative office?

• Application for state registration of a branch or representative office in the required form
• Resolution establishing the foreign consulate
• Registration certificate of the parent company in its home country
• The ownership structure of the legal entity established under foreign law
• Passport of the ultimate beneficial owner of the legal entity
• Constituent documents of the branch or representative office
• Proof of payment of the administrative fee

The new rules for registering foreign representative offices in Ukraine have significantly streamlined the process of entering the Ukrainian market. With simplified bureaucratic procedures, foreign companies can save resources and begin operating in Ukraine more quickly. Our team of lawyers is ready to be your trusted partner throughout this process. We offer comprehensive support at every stage of registration:

• Consultations: We will help you choose the best solution for your business—whether a representative office or a subsidiary LLC—based on your specific needs and circumstances.
• Legal Support: Our expert guidance on the registration process, the legal status of the representative office, and its operations will provide you with confidence at every step.
• Document Preparation: We will prepare all the necessary documents, including drafting the parent company’s resolution, registration applications, powers of attorney for the office manager, and other related paperwork.
• Document Submission: We will handle the submission of documents to the relevant authorities and manage the entire registration process, ensuring everything is done seamlessly.

Reach out to us, and we will provide reliable legal support for registering your foreign company’s representative office in Ukraine. Our goal is to ensure your smooth and secure entry into the Ukrainian market.