Change of head of representative office of a NGO in Ukraine
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During the operation of an accredited foreign non-governmental organization's representative office in Ukraine, it is periodically necessary to make changes to the information contained in the register of legal entities and public associations.
These changes may include a change in the head of the representative office due to the expiration of their term or dismissal, or other circumstances, such as a change in name or address.
The most common changes that occur in the representative office are the replacement of the head of the office. Today, we will discuss how this procedure takes place in practice
Procedure for changing the head of a non-governmental organization's representative office in Ukraine
The key steps are as follows:
1. Preparation of the document package.
We prepare the necessary documents, coordinate with the client, and assist in properly certifying the documents. In Ukraine, we arrange for the translation of the documents into Ukrainian. The list of required documents is provided below.
2. Submission of documents for the change of chairman to the Ministry of Justice.
The properly prepared documents are submitted to the Ministry of Justice in person (unless personal document submission is restricted).
3. Monitoring the changes made to the documents of the non-governmental organization's representative office.
Our company's lawyers monitor the registration process of the changes with the Ministry of Justice, promptly notifying the client of any changes.
4. Obtaining a decision on the state registration of changes.
After reviewing the documents, the Ministry of Justice provides a decision on the state registration of changes. In case of discrepancies or incorrect information in the documents, the Ministry of Justice may refuse to register the changes.
In our practice, we encountered a situation where a client had independently extended the term of the head of the representative office annually but turned to us for assistance because they received a refusal. It turned out that the client (their employee) had incorrectly prepared the document package and filled out the registration form incorrectly. We resolved the issue, and the client received registration.
5. Obtaining a statistical certificate (EDRPOU certificate).
We update the changed information and obtain a new certificate from the EDRPOU with the new head's details.
6. Updating information with the bank and tax authorities.
We update information about the new manager in the bank and the tax office, help to get EDS digital signature keys for filing reports.
Each stage involves time and knowledge of the procedures at each institution. We offer you time savings and a ready-made result – changing the head of the representative office with our lawyers. Furthermore, we will help not only with registration actions but also with all issues related to legalizing the stay of the head of the representative office in Ukraine, if they are a foreign national.
What documents are required to change the head of the non-governmental organization's representative office?
The following is a list of essential documents:
1) Application for State Registration of Changes
This must be signed and submitted by the head or authorized person. In the case of sending documents by mail, the authenticity of the applicant's signature must be notarized.
2) Decision of the Authorized Body of the Parent Organization
This must be issued by the competent authority of the parent organization and contain information about the new head of the representative office.
3) Power of Attorney for the Head of the Representative Office
This is the main document that defines the competence and authority of the head of the Ukrainian representative office. The power of attorney should contain the broadest possible range of powers to ensure the effectiveness of the representative office's work. Representative offices typically use their sample powers of attorney, periodically supplemented with the necessary provisions.
4) Power of Attorney for Lawyers
This is issued by the parent organization so that our company's lawyers can independently carry out the procedure for changing the head. Without a power of attorney, all documents must be submitted by the head, which is not always convenient.
Please note! Documents 2-4 must be notarized in the country where the parent organization is located, apostilled or legalized in the prescribed manner, translated into Ukrainian with notarized verification of the accuracy of the translation or the translator's signature.
In cases where changing the head of the representative office entails changing the position or charter of the representative office (which is not very common in practice), it is also necessary to submit the charter/regulations in the new edition for state registration of changes.
In case of additional changes related to information about the parent organization (e.g., change of name) besides changing the head of the representative office, it is necessary to submit them additionally:
- a statement or other document from a commercial, banking, judicial registry or similar authority confirming the registration of the entity in its country of origin;
- ownership structure;
- a copy of the identity document verifying the citizenship (or nationality) of the ultimate beneficial owner.
Timeframe for the change of the head of a representative office of a foreign non-governmental organization in Ukraine
According to the law, documents for state registration of changes to the head of a foreign non-governmental organization's representative office in Ukraine, as well as other changes related to the representative office, must be submitted to the Ministry of Justice within 20 days of the relevant decision being taken by the foreign parent organization. Therefore, it is necessary to promptly prepare and notarize the documents, as well as obtain and translate them into Ukrainian.
After the documents have been submitted to the Ministry of Justice, the registration process takes 20 calendar days. However, due to the current situation with the war and possible blackouts, the registration period may be extended. In any case, our company's lawyers monitor the registration process.
What to do after registering the information about the new head of the representative office of a non-governmental organization?
Registration of changes is not the end of the matter. Information about the change in the head of a foreign non-governmental organization's representative office must be provided wherever such a person may represent the interests of the representative office.
After the change of head of the representative office, the following steps must be taken:
1) Updating information with the bank.
In order to access and dispose of the representative office's funds, the new head of the representative office contacts the servicing bank and provides documents and information about their new powers.
2) Obtaining statistical information (extract from the state register of legal entities and individuals).
The extract from the state register of legal entities and individuals is the equivalent of an extract used for legal entities.
3) Updating information with the tax authorities.
It is also necessary to update the information and obtain a new certificate 34-ОПП и 1-ОПН.
If foreign employees are paid wages, they should obtain an identification code and a work permit.
If the new head of the representative office is a foreigner, we can also obtain a residence permit for them.
We also help to make other changes to the information about the foreign non-governmental organization's representation, although such requests are rare.
Contact our specialists for more information.