Change of director (head) of a foreign company's representative office: registration of changes

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Tax advice in Ukraine
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In autumn 2023, we were approached by a representative from a foreign company based in Dnipro. The company was navigating a difficult situation following the replacement of its representative office head, which necessitated updates to the Registry. An apostilled power of attorney had been received from the foreign entity and translated into Ukrainian, yet the new manager was unable to fully engage in their role due to the lack of notification to governmental bodies regarding the changes.

The change in leadership for a non-resident entity raises questions: Who to notify and what documents are required for the leadership transition of a foreign branch, including the registration of these changes? Without prior experience or knowledge, this can be a challenging task. The representation sought advice from the local Ministry of Justice, under the impression that it oversees the registration of such entities. They also reached out to tax authorities but were turned away, informed that the Ministry of Economy of Ukraine should be the first point of contact. Confronted with many bureaucratic hurdles and opaque procedures, it became clear that professional legal support was essential.

It's important to highlight that the process of changing the head of a foreign company's representation is intricate, demanding adherence to legal standards and deep expertise in the field. Additionally, proficiency in English is crucial for effective communication with the parent company, particularly for international representations. Our lawyers are equipped with these capabilities and are always prepared to offer our clients comprehensive and effective legal guidance.

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Changing the Director of a Foreign Representative Office: Providing Legal Support

Our lawyers, after delving into the essence of the issue, meticulously reviewed the documents and studied the power of attorney of the new office head. They also prepared and submitted an application to change the office's director. However, the power of attorney did not account for some mandatory aspects, and we were preliminarily informed that it was undesirable to trouble the foreign company again. Therefore, our specialists worked on an alternative solution.

After consulting with the Ministry of Economy, it was decided that the most effective approach would be for the new head of the office to personally come with the power of attorney and submit the application prepared by our staff.

Our specialists supported the client at every stage, from preparing the necessary documents to submitting them and receiving the outcome. So, what exactly did we do?

At the agreed time, the new head arrived in Kyiv with the specified documents and the office's seal. A member of our team met him at the Ministry of Economy, guiding him through the submission of the application and power of attorney. Based on our experience, we knew that the original power of attorney remains with the ministry, so we made several notarized copies of this document in advance. In other words, we minimized the client's involvement in bureaucratic procedures and endless visits to various offices with different sets of documents. Our lawyers arranged everything so that all actions were taken with the least expense.

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Successfully Updating Information About the Director in the State Registry

Our client was pleased not only with the legal expertise provided but also with the comprehensive support facilitated throughout the process of updating the foreign office's leadership details. This included orchestrating all necessary approvals and planning for their visit. As a result, the process at the Ministry of Economy was expedited and successfully completed on the first attempt. Yet, this marked just the beginning, as updates to the office's leadership needed to be similarly reflected with the State Statistics Service and the local tax authority.

Our lawyers offered clear guidance on the steps required, enabling the client to personally address the State Tax Inspection in their locale. A similar approach was taken with the Statistical Office, where we had preemptively gathered information on the application form needed for a new certificate and the list of required documents. We meticulously prepared and reviewed all documentation, allowing the client to present it personally in their city, thus avoiding unnecessary trips to Kyiv.

If you're navigating a similar scenario or contemplating updates to the details of a foreign company's representation, we encourage you to reach out to us. Engaging our services early on minimizes the risk of errors, particularly at this crucial juncture when documents have yet to be formalized or certified (through apostille or legalization). This foresight allows for the necessary preparations to circumvent avoidable delays or revisions. Our team will:

  • Prepare the necessary applications and cover letters for updating the leadership information;
  • Draft power of attorney proposals for the new chairman and our team, ensuring the protection of your interests;
  • Provide detailed instructions and a list of necessary documents to request from your foreign company.

Contact us, and we are eager to assist you in efficiently and conveniently completing all necessary procedures. Our firm offers a broad spectrum of services for non-residents, including advice on conducting business and understanding the tax framework in Ukraine.

For details on registering a foreign company's office in Ukraine, please refer here.

For information regarding the liquidation of a foreign company's office in Ukraine, please refer here.

Publication date: 15/01/2024
Marina Losenko

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
Kuzava Vlasta
Junior lawyer
Ivanna Stefanchyshena
Assistant of the Lawyer