Renaming the Foreign Branch of an American Company

Recently, we were approached by a client representing the foreign branch of an American company. This company, which had previously been focused on the Russian market, included the word "Russian" in its name. Naturally, since 2022, the company had to significantly restructure its operations, find new markets, and change its name. The American company successfully accomplished this. However, the remaining task, albeit a challenging one, was to change the names of its separate branches in several countries, including Ukraine.

Understanding the complexity of the process, we provided our client with a comprehensive range of legal services to address the issue. With over 14 years of successful practice in corporate law and extensive experience in supporting international business operations, our company is well-versed in the nuances of registering and renaming companies and their branches. We efficiently managed the task at hand. In this article, we will share this interesting case, detailing each stage of the branch renaming procedure. We will explain how we operate and how we can help you easily navigate legal challenges.

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Rebranding a Foreign Company’s Branches: Changing the Name of a Representative Office

Representatives from the company's branch office in Kyiv reached out to us for help with rebranding. We understood the importance of this task and provided assistance in changing the branch office's name. This process required updating all registration documents and making changes with several government agencies, including the Ministry of Economy of Ukraine, the State Tax Service, and the State Statistics Service. Additionally, it was necessary to inform the bank where the company’s account is held about the changes. Our work in renaming the company’s branches involved the following stages, which we will detail further below.

Document Preparation for Making Changes

Our experts drafted the necessary application for making amendments and prepared a power of attorney for the branch director and our representatives. We provided guidance on obtaining the updated registration document for the foreign company to ensure it reflected the new name accurately. Additionally, we explained the proper certification process for these documents. Since the foreign company is based in the USA, we facilitated the apostille process for the required documents.

Translation of Received Documents for Branch Name Change

Upon the arrival of the apostilled documents from the USA in Ukraine, they need to be translated into Ukrainian. These translations must be attached to the originals and notarized. This is typically handled by a translation bureau. However, it's crucial to clearly explain to the bureau staff our specific requirements: we need not just translations or notarized translations but translations that are notarized and attached to each original document. Then, from these documents, we need to make notarized copies in the quantity required for further processing.

Some of these documents are submitted to the Ministry of Economy in their original form, so it's essential to keep notarized copies for other institutions. For example, the application to the Ministry of Economy can be submitted without making copies since it's solely for their use. However, the power of attorney for the branch director is a critical document that the director acts upon throughout their tenure. As the original power of attorney remains with the Ministry of Economy, it's advisable to make at least four notarized copies.

One copy will be required at the State Tax Service, although they should not retain it. There have been cases where a bank requested one of the notarized copies of the power of attorney for themselves, even though banks are not supposed to require notarized copies of documents. In short, it's better to have it than to later wonder where to obtain it. Additionally, it's prudent to apostille two original copies of the power of attorney for the branch director in advance.

Submission of Documents to the Ministry of Economy During the Rebranding of a Foreign Company's Branch

After the prepared documents for renaming the branch entity have been translated, it's time to submit them to the Ministry of Economy. Typically, this can be done through the Administrative Services Centers (ASC). However, in case of any issues or remarks, there's no guarantee that these documents won't linger at the Ministry of Economy for a month, necessitating reprocessing. Therefore, we preemptively coordinated their draft and opted to submit them directly to the relevant department of the ministry, as someone on-site can assess the adequacy of the documents. Overall, the Ministry of Economy processes these documents within thirty business days, which amounts to almost one and a half calendar months. The ultimate outcome is obtaining a new certificate of registration for the branch entity.

Registration of Name Changes for Branches with the State Tax Service and Obtaining New 34-ОПП Certificates

Following the reception of the new registration certificate from the Ministry of Economy, the next step involves registering the changes locally with the State Tax Service. Considering recent regulations requiring both the branch and the foreign company to be registered with the State Tax Service, it's necessary to submit two sets of documents and acquire 34-ОПП certificates for both entities. As previously mentioned, a notarized copy of the branch manager's power of attorney will be essential for the State Tax Service, along with regular copies of the foreign company's registration documents.

Applications for changes, using form 1-ОПН, can be signed by either the branch manager or an authorized individual (if stipulated in the power of attorney), which we facilitated accordingly. Fortunately, even for modifications concerning the foreign company, there's no need to sign this form abroad and apostille it. The State Tax Servicetypically processes these documents within about a week, resulting in the issuance of new registration certificates in the form of 34-ОПП.

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Obtaining a Certificate from the State Statistics Service for Branch Name Changes

This marks the final, yet crucial stage, culminating in the acquisition of the relevant certificate, commonly referred to as the "statistical certificate." Representative offices of foreign companies are not recognized as legal entities, and therefore, they are not visible in the Unified State Register. Consequently, governmental registrars at Administrative Services Centers and notaries do not have access to their records in the registry. This information is only accessible to the State Statistics Service. Hence, the statistical certificate is considered one of the key registration documents when changing the name of a representative office.

To obtain it, we fill out a straightforward application and attach copies of the aforementioned documents (excluding those submitted to the Ministry of Economy and the State Tax Service). The Statistics Service does not require notarized copies; scans suffice. Once the certificate is ready, we can opt to have it delivered via Ukrposhta or collect it in person (or through an authorized representative with a power of attorney). This is the precise process we followed to complete the update of the branch name for the foreign entity in the registration authorities.

If you require assistance with registering changes to a foreign company's representative office or replacing the office head, feel free to reach out to our team. We offer comprehensive services, handling document drafting, guiding through the notarization process, and submitting all necessary paperwork to the relevant authorities. Upon client agreement, we can also manage communication with the bank to update account information as needed.

Don't waste time and energy on complex procedures. Entrust this process to the specialists. Contact us today, and we will ensure a quick and hassle-free resolution to all your legal matters.