New Final Beneficiary Law: What Has Changed?

In 2020 a number of legislative acts of Ukraine were amended, which relate to the issue of identifying and submitting information about the beneficiaries of LLCs in Ukraine.

For example,  failure to provide information on the LLC ultimate beneficiary in due time will result in a fine of 1,000 to 3,000 untaxed minimum incomes of citizens (up to UAH 51,000).

Moreover, it will be necessary to submit information on beneficiaries not only once (during registration or when making changes as prescribed by law). The new rules require Ukrainian companies to confirm the information on ultimate beneficiaries annually.

Each legal entity is obliged to confirm information on final beneficiaries annually, within 14 days from the date of registration.

We will elaborate on  the amendments and implications of the new law. Our lawyers will explain the procedure for confirming the information about the beneficiaries, and if you wish, they will take over this task.

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How is the concept of final beneficiaries now formulated?

According to subparagraph 30, part 1, Article 1 of the aforementioned law, the final beneficial owner in relation to the legal entity is defined as a natural person who has the possibility to exercise decisive influence on the legal entity’s activity.

Signs of decisive influence:

  • Direct influence on legal entity - if the person holds a share in its authorized share capital of 25% or more;
  • Indirect but decisive influence - if the person holds a share in the authorized share capital of a legal entity in the amount of 25% or more through related parties.

Please note! A person who formally holds 25% or more of the authorized share capital, but acts only as a nominal holder, is not considered to be the final beneficiary.

However, the law does not yet provide for a mechanism to identify “nominee holders”.

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How will changes in legislation affect the registration procedure in the Unified State Register?

Based on the text of the Law No. 755-IV regulating the registration of LLCs, in case of any changes stipulated by the provisions of the law, it is necessary to submit the ownership structure and a copy of the identity document of the final beneficiary. And even if nothing changes at all, and the legal entity switches to the model charter, then according to Part 7 of Article 17 of this law, the final beeficiary documents shall be also submitted.

What does this mean? It means that whatever changes you have made, you will have to update the information about the ultimate beneficiary and file the appropriate documents. And, of course, when registering a legal entity for the first time, information and documents on the ultimate beneficiary must be filed immediately upon registration. Exception: those legal entities that have no ultimate beneficial owners. For example, public organizations.

Lack of documents on the beneficiary can be the reason for refusal in registration of changes due to failure to submit a full package of documents.

What kind of documents are submitted for the final beneficial owner?

From now on, during initial registration and amendments, the applicant must also submit the following documents:

  • A notarized copy of the beneficiary’s identity document (it is usually a passport, less often a residence permit). Note: Ukrainian ID-passport does not require notarization;
  • Document on registration of a legal entity in the country of its location, if the founding member of the Ukrainian legal entity is a foreign legal entity;
  • Ownership structure, form and content of which is defined by the legislation. This point raised additional questions for many people. At the time of writing this article, the document on the form and content of ownership structure has not yet been approved, and therefore, before its approval, there is no need to submit such document (unlike the previous two documents).

However, as of early December 2020, the form and content of the ownership structure document has still not been approved, and the procedure for specifying ultimate beneficial owners is not fully settled. In particular, there is no consensus between notaries and state registrars on whether a copy of the passport of the beneficial owner is necessary.

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Our position, and that of the notaries with whom we work, is that one should not require something that is not directly required by law, and that one can do without. After all, we are well aware of how difficult and time-consuming it can be to notarize and legalize / apostille a passport copy in the country of issue.

We can simplify and accelerate the registration procedure of an LLC where the founder and beneficiary is a foreigner. 

But it should be understood that the legislation will soon have to be finalized and the ownership structure document will be approved. Then regulations will come into force, according to which all legal entities will have to update information about their ultimate beneficial owners every year. Therefore, it is worth thinking about certifying copies of passports of beneficiaries now. Especially, if the country where they are registered is not a party to the Hague Convention and has no agreement with Ukraine on mutual recognition of documents. In this case, copies of passports will have to be legalized. 

Our lawyers will explain all the nuances concerning the beneficiaries, provide you with instructions on how to certify documents, submit an appropriate package of documents to the state registrar, when the “X” day, the time to submit information about the beneficiaries, comes.

Who shall show their beneficiaries?

All legal entities are obliged to show the final beneficial owners, even if they did not intend to carry out any registration actions in the Unified State Register.

Paragraph 4 of the Transitional Provisions of the Law on Prevention of Money Laundering stipulates that legal entities registered before the entry into force of the law, i.e. before 28 April 2020, must submit information on the beneficiaries within three months from the entry into force of the regulatory act which approves the form and content of the ownership structure.

As we have already said, at the time of writing this article, this document hasn’t been yet approved, and this is what creates a situation of certain tension. Those who remember the transition from one classifier of economic activities and the first stage of making information about the final beneficiaries, know that 3 months is very short period. Therefore, it is desirable not to delay until the end of the period prescribed by law, because the queues at the registrars will only increase.

Please note! Information about the final beneficial owners will have to be updated annually. According to the Law regulating the LLC registration, legal entities have to confirm the relevant information annually within 14 calendar days, starting from the anniversary of company registration.

To confirm information about ultimate beneficiaries, you will need to submit the same documents that we have already mentioned above. Our lawyers will take care of organizing the confirmation in due time, so you do not have to worry about fines and other penalties.

What are the consequences of failing to submit/update information on ultimate beneficial owners?

As we said at the very beginning of this publication, the Code on Administrative Offences has also been amended (unlike the Classifier of Economic Activities).

According to Part 6 of Article 166-11 of the Code, the failure to submit or late submission of information about the final beneficiaries, entails a fine of 1 to 3 thousand tax-free minimum income of an individual, i.e. from UAH 17,000 to 51,000.

What if it is difficult to reach the final beneficiaries?

In cases, when the founding member of the Ukrainian legal entity is a foreign legal entity, which, in turn, was also founded by legal entities - there may be questions in the interaction with banks: both when opening bank accounts, and during payments.

Therefore, if it is acceptable actually for the final beneficial owner, it makes sense to think about simplifying the ownership structure. We can help you with this.

Legal services for filing information on the LLC ultimate beneficial owners 

  • Advising on the process of filing information about ultimate beneficial owners of the Ukrainian legal entity;

  • Assisting with the formation of the package of documents necessary to file or confirm the information about the beneficiaries;

  • Filing of information about the beneficiaries through a notary or a registrar;

  • Minimization of risks for the LLC member in Ukraine

If you want to make changes to the information about your LLC, or register your business without any problems, don’t hesitate to contact us. We can easily solve any your problem.

We are ready to help you!

Contact us by mail [email protected], by phone number +38 044 499 47 99or by filling out the form:

Publication date: 03/06/2020

About author

Name: Marina Losenko

Position: Associate

Education: National Aviation University

Knowledge of languages: Russian, Ukrainian

Email: [email protected]

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Marina Losenko
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Maksym Postyka
Head of Client Managers Department
Sofia Korliuk
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Zakharchishin Olga
Assistant of the Lawyer