How to register a representative office in Ukraine?

Foreign legal entities have right to establish their representative offices in Ukraine and conduct business activities through them.

Representative office of a firm is not a legal entity and acts as an agent of foreign company. Rep. office acts exclusively in the interest of such foreign company.

Registration of representative office has many advantages which among other things include official status of business activities in Ukraine, employment of foreign citizens without obtainment of special permits, opportunity for obtainment and extension of visas for foreign employees, provision of lawful means of tax avoidance in Ukraine. Also representative offices can open accounts in Ukrainian banks.

In order to register a representative office, it is first of all required to file application with the Ministry of Economic Development and Trade of Ukraine as well as add all the required documents to such application.

The application is to be written in free form, printed on company’s letterhead and signed by the head of parent company. The application has to provide the following information:

• Name of foreign legal entity;
• Country of foreign company’s origin;
• Location of foreign company;
• Telephone and fax numbers;
• Name of Ukrainian city where the office is planned to be established, its future location (address);
• If affiliates are planned to be established, the application has to include information about their locations (cities);
• Number of foreign citizens that are planned to be employed at the office;
• Date of foreign company’s registration;
• Organizational form of foreign company;
• Name of the bank that provides services to the parent company and number of its bank account;
• Foreign company’s field of activities;
• Purpose of office foundation and field of its activities, information about business connections with Ukrainian partners and prospective of cooperation development;

Signature of head of parent company on the application has to be notarized.

It is required to submit the following documents along with the application:

• Extract from trade (bank) register of country where the main management body of foreign company is officially registered.
• Certificate from the bank where foreign company has its account opened.
• Power of attorney (for the particular person) for performance of representative functions in Ukraine. It has to be duly formalized in accordance with legislation in force of the country where foreign business entity is registered.

All the abovementioned documents, including application, are to be notarized at the location of their issuance as well as duly legalized by consular offices that represent interests of Ukraine. Documents also have to be translated into Ukrainian. Correctness of translation is certified by translator’s seal.

Documents have to be submitted to the Ministry of Economic Development and Trade of Ukraine not later than six months since the moment of their issuance in country of foreign company’s location.

If legislation of foreign country requires obtainment of additional documents for establishment of representative office in other country, it is necessary to get such documents (permits) from authorities of the country and attach certified copies of such documents to your application.

When the documents are submitted, applicant receives a bill for official fee payment in the amount of 2500 USD.

Representative office registration certificate is issued upon submission of all the documents but not later than 60 business days since the moment of the official fee payment.

Negative decision or absence of decision (about issuance of registration certificate) can be appealed in court.

Head of representative office acts based on power of attorney issued by parent company and the representative office regulations. The power of attorney is to be issued in accordance with the procedure described above.

Foreign company’s representative office in Ukraine can perform representative functions only in the interest of parent company specified in Certificate.

The representative office must be registered for monitoring by tax authorities of Ukraine at its location within 10 days since the date of registration.

If representative office plans to do business in Ukraine instead of simply performing representative functions, it is subject to registration by tax authorities as an entity that conducts business activities.