Registration of changes in information about legal entities

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Registration of changes to information about legal entities

  • change of location, contact information
  • change of CEO/representative (signatory)
  • change of authorized capital of companies (increase/decrease)
  • change/registration of ownership structure and beneficiaries
  • transition to model charter / from model charter to regular one
  • change of types of activities under the KVED
  • change of charter (new edition)

REGISTRATION TERM – 1 day. Registration can be carried out in a shortened period – in 6 hours or in 2 hours – with an additional payment to the State Budget in the amounts established by the Resolution of the Cabinet of Ministers of Ukraine No. 1133 dated 12/25/2015.

LIST OF DOCUMENTS (ORIGINALS ONLY!):

  • draft decision of the participant or minutes of the general participants’ meeting on making relevant changes re legal entity in the Ukrainian Unified State Register
    • can be prepared by a notary for an additional fee with the client providing the necessary data;
    • attention! the notarial form of the decision/minutes is mandatory + the decision/minutes must be printed on special forms of the notary of Ukraine (requirement of Part 1 of Article 15 of Law No. 755 of 05.15.2003); decisions/minutes on changes drawn up by the participant(s) abroad are NOT accepted, since in this case the requirement to execute the text of the decision on special forms of the notary of Ukraine is not met;
    • for ALL cases of registration of notarial DECISIONS OF PARTICIPANT(S) on changes with the participation of a NON-RESIDENT parent company, an extract from the trade (commercial) register of the country of origin of the parent company-founder OR another document confirming the registration of a foreign legal entity in the country of its location (certificate of good standing, certificate of incorporation, certificate of the company’s registered address) is provided; in this case, the AGE of issuance of such an extract does not matter;
    • Attention! for registration of a change of location, change of contact information (telephone, e-mail) a decision of a participant (minutes of the general meeting of participants) is NOT required and is NOT issued
  • passport and personal presence of the CEO OR a notarized power of attorney from the legal entity for submission of documents + passport of the representative by proxy and his personal presence;
  • Application for registration (form 2), which can be filled out by the client or a notary. Registration application forms can be found at the following link: https://minjust.gov.ua/m/formi-zayav-u-sferi-derjavnoi-reestratsii-yuridichnih-osib-fizichnih-osib-pidpriemtsiv-ta-gromadskih-formuvan-10002
  • in case of a change in the charter – a draft charter in a new version (signatures on the charter are certified by a notary when submitting documents) or a ready-made charter in a new version certified by another notary
    • can be prepared by a notary for an additional fee with the client providing the necessary data;
    • signatures on the charters of commercial companies (LLC, JSC, TDV, etc.) are notarized!
  • in case of a change in the ownership structure and/or ultimate beneficiaries – the ownership structure
    • attention! data of individuals and legal entities are indicated in the ownership structure to the extent determined by paragraph 8 of the Order of the Ministry of Finance No. 163 of March 19, 2021.
  • in case the ownership structure and/or ultimate beneficiaries change AND the ownership structure contains individuals/legal entities whose rights of influence (corporate rights) are not entered in the Ukrainian Unified State Register (cases with non-residents in the structure) – an official document(s) (extract from state register, notarized statement of the CEO, etc.) confirming each chain (“arrow”) of ownership depicted in the structure (requirement of paragraphs 4 and 5 of the Order of the Ministry of Finance No. 163 of March 19, 2021);
  • in case of a change in the ownership structure and/or ultimate beneficiaries – a notarized copy of the passport (identity document and citizenship document) for each ultimate beneficiary of the LLC, issued no more than 90 days ago! (requirement of clause 22 of article 17 of Law No. 755 of 05.15.2003)
    • if the beneficiary present has a passport with him, a notarized copy of the passport is drawn up by a notary when submitting documents for registration;
    • if the ultimate beneficiary is a citizen of Ukraine with an ID card instead of a passport, a notarized copy of the passport (i.e., an ID card) is not required to be submitted;
  • in the event of a change in the data of the non-resident parent company – an extract from the trade (commercial) register of the country of origin of the parent company-founder OR another document confirming the registration of a foreign legal entity in the country of its location (certificate of good standing, certificate of incorporation, certificate of the company’s registered address)
    • attention! extract (registration document) must be issued no more than 1 month ago (requirement of clause 13-1 of article 15 of Law No. 755 of 05.15.2003)

Attention! Documents issued abroad must be legalized in their country of origin (apostille affixed) before submission as well as translated into Ukrainian with a notarized translation of the entire document (including the apostille). For a list of countries from which documents do not require legalization (apostille), see the link: https://frankfurt.mfa.gov.ua/konsulski-pitannya/zasvidc

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