The Ukrainian government approved new requirements for disclosure of corporate structures and beneficiaries of Ukrainian companies. Starting from 12 July 2021, companies must file their corporate structures and supporting documents with registrars.
Who is this relevant for?
All Ukrainian legal entities, including those parent companies of which are listed on a stock exchange and do not have an evident beneficiary for that reason. New rules apply not only to companies but also to civic organisations, charities, associations, corporations, consortiums, cooperatives, etc.
State and municipal entities and some other types of legal entities (exceptions available in Ukrainian at this link: https://zakon.rada.gov.ua/laws/show/755-15/conv/parapp9:pu2:st9#n174) do not have to disclose their corporate structures and beneficiaries.
What should you do?
1. Prepare and always have in your company’s files an up-to-date corporate structure and information about beneficiaries.
2. If there are foreign companies in the corporate structure, get the documents confirming a chain of shareholders within the corporate structure. Look for excerpts from official registers first.
3. Before 11 October 2021, file the corporate structure and supporting documents with a registrar.
4. In case of changes in the corporate structure, file updated documents with a registrar.
5. In case of future filings with registrars, confirm that the corporate structure remains up to date.
6. Whether or not you apply to a registrar, confirm annually that the corporate structure remains up to date.
What documents are required?
1. Corporate structure which should follow the examples approved by the government which are available in Ukrainian at this link: https://mof.gov.ua/uk/samples_of_drawing_up_a_schematic_representation_of_the_ownership_structure-517.
2. Notarised copies of beneficiaries’ passports regardless of their citizenship. This does not apply to holders of Ukrainian ID cards.
3. Documents confirming a chain of shareholders within a corporate structure and sizes of their shares. These can be excerpts from foreign official registers (you do not have to file excerpts from the Ukrainian register), share purchase agreements, statements from custodians, etc.
4. Registration form filled in (available in Ukrainian at this link: https://minjust.gov.ua/m/formi-zayav-u-sferi-derjavnoi-reestratsii-yuridichnih-osib-fizichnih-osib-pidpriemtsiv-ta-gromadskih-formuvan).
Documents from abroad must include apostille or be legalised, depending on a country in which they were issued.
What are the sanctions?
Failure to file this information to a registrar may result in a fine for a director or another authorised representative of a company ranging from UAH 17,000 to UAH 51,000 (about USD 600 toUSD 1,800).
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If you need clarifications or advice as to these rules, please contact Volodymyr Igonin, Corporate/M&A partner.