Registration of a Foreign Company's Representative Office in Ukraine: New Rules from September 2024
On 3 September 2024, Law of Ukraine No. 3257-IX dated 14 July 2023 came into force, fundamentally changing the registration procedure for separate subdivisions of foreign legal entities in Ukraine.
If you are looking for information on registering a representative office — check the publication date of your source: most online materials describe the outdated procedure through the Ministry of Economy, which is no longer in effect.
What Has Changed?
Prior to September 2024, representative offices of foreign companies were registered through the Ministry of Economy of Ukraine. The procedure took up to 20 working days — and in practice considerably longer due to delays in review.
Law No. 3257-IX transferred registration authority to state registrars of the Ministry of Justice. This means more locations to apply to (including notaries) and a reduced timeframe of 5 working days.
Information about the representative office is now entered into the Unified State Register with assignment of an identification code — a registration certificate is no longer issued.
Representative Office vs Branch: What Is the Difference?
Under Article 95 of the Civil Code of Ukraine:
- A representative office carries out representation and protection of the parent company's interests. It performs auxiliary functions: partner search, marketing, negotiations. It generally does not participate independently in commercial activity, although this is not prohibited.
- A branch carries out all or part of the parent company's functions. It is established for direct business activity on the Ukrainian market.
Representative Office vs LLC: Which to Choose?
If a foreign company does not plan to generate profit in Ukraine — a non-permanent representative office is more advantageous: it is exempt from corporate income tax and receives funding from the parent company without taxation.
If the goal is to conduct business activity and receive income from Ukrainian clients — registering an LLC may be considered as an alternative. The taxation of a permanent representative office and an LLC is the same, but the legal regulation of an LLC is far more detailed in legislation, with more established court and tax practice. Permanent representative offices more frequently encounter disputes during State Tax Service inspections.
Permanent vs Non-Permanent Representative Office: What Is the Difference?
The distinction is conditional — it does not limit the duration of activity, but defines the tax status.
- Non-permanent (non-profit) — receives funding exclusively from the parent company to support its operations. Registered as a non-profit organisation. Exempt from corporate income tax.
- Permanent — conducts business activity and receives income from the sale of goods or services. Registered as a taxpayer on general terms.
Specifics of Registering a Separate Subdivision of a Foreign Legal Entity in Ukraine
After September 2024, new requirements were added to the standard document package.
Documents required for registration:
- Decision of the parent company to establish a representative office/branch;
- Extract from the commercial (banking) register of the parent company's country;
- Regulations or other founding document of the separate subdivision; (new requirement)
- Ownership structure of the parent company; (new requirement)
- Documents and information regarding the ultimate beneficial owner (UBO); (new requirement)
- Power of attorney to carry out representative functions in Ukraine.
All foreign documents must be: notarially certified at the place of issue, legalised (apostilled) or certified by Ukrainian consular institutions (unless otherwise provided by international treaties), translated into Ukrainian with notarial certification of the translation.
The extract from the commercial (banking, court) register must have been issued no earlier than 1 month before the date of submission to the state registrar.
Who May Submit Documents for Registration
This is one of the most important practical changes that clients are often unaware of.
Under Law No. 3257-IX and the Ministry of Justice clarification No. 125957/8.4.3/32-24 dated 11 September 2024, only the following may submit documents for primary registration:
- a lawyer practising individually (verified through the Unified Register of Advocates of Ukraine)
- an individual entrepreneur whose primary NACE code is 69.10 "Activities in the field of law"
Law firms, legal associations, and in-house lawyers of the applicant company are not eligible for primary registration.
For subsequent registration actions (amendments, liquidation) this restriction does not apply — any duly authorised person may act.
Timeframes and Official Fees
Registration actions by the state registrar — 5 working days from the date of document submission. This timeframe does not include time for document preparation and translation.
Administrative fee for registration — 1 subsistence minimum for able-bodied persons (as of 2026 — UAH 3,328).
What to Do If the Representative Office Was Registered Before September 2024?
Representative offices registered before the Law came into force must be transferred to the Unified State Register. The Ministry of Justice carries out this transfer — partly automatically (after upgrade of the USR software, the timeline for which remains undefined), and partly upon application by the representative office itself.
If your representative office needs to carry out any registration action (for example, change its head), and its details have not yet been transferred to the USR — you must first initiate the transfer yourself by submitting an application to the Department of State Registration of the Ministry of Justice (Form No. 11, Ministry of Justice Order No. 3268/5 dated 18 November 2016). No fee is required for this.
