Doing Business in Ukraine: Legal Guide for Investors
Foreign companies and investors can establish legal entities, hire staff, and repatriate profits in Ukraine, including under martial law. Each element of market entry — from legal structure selection to cross-border payments and employment — should be legally reviewed before operations begin, because currency, sanctions, and sector-specific restrictions may affect implementation.
This guide is written for foreign companies, investors, founders, and legal and finance teams planning entry into the Ukrainian market, company formation, or operational expansion during wartime.
Main legal instruments for foreign businesses
1. Ukraine as a market for foreign business
2. Market entry structures
3. Company registration and corporate governance
4. Foreign investment protection
5. Banking, payments, and currency control
6. Taxation of foreign investors
7. Employment and local staff
8. Contracts, governing law, and dispute resolution
9. Real estate, land, and operational assets
10. Martial law: restrictions, risks, and compliance
11. Pre-entry checklist
Frequently asked questions
How DLF can help
Main legal instruments for foreign businesses
| Structure | Legal status | Key features |
| Limited liability company (LLC) | Separate legal entity | 100% foreign ownership is permitted; no statutory minimum charter capital; standard registration action takes up to 24 hours after filing |
| Representative office | Not a legal entity; acts on behalf and for the benefit of the parent company | Foreign staff may work without a Ukrainian work permit; registration of a separate subdivision takes several business days; commercial functions require PE-risk analysis |
| Joint venture | Usually an LLC with Ukrainian and foreign participants | Governed by LLC documents and a shareholders’ agreement |
1. Ukraine as a market for foreign business
In June 2022, the European Council granted Ukraine EU candidate status. In June 2026, the EU and Ukraine opened negotiations on Cluster 1 (“Fundamentals”), strengthening the practical convergence of Ukrainian legislation with EU standards. For business, this means gradual updates to corporate, judicial, anti-corruption, and transparency rules.
Ukraine has a network of bilateral investment treaties and participates in international investment-protection instruments, including MIGA and ICSID. These instruments do not replace proper structuring, but they matter for political-risk assessment and dispute-resolution planning.
2. Market entry structures
An LLC is the most common structure for operational presence. The Law of Ukraine on Limited and Additional Liability Companies imposes no statutory minimum charter capital; contributions may be monetary or in-kind; and foreign investors may hold 100% of the charter capital.
A representative office is not a separate legal entity: it acts on behalf and for the benefit of the parent company. After the reform of foreign separate-subdivision registration, information on such subdivisions is entered in the Unified State Register under the Law on State Registration.
The practical limitation is tax substance. Regular commercial activity in Ukraine may create a permanent establishment for the parent company. Before registration, the foreign company should decide whether it needs a representative function or a full operating company.
Acquiring shares or assets of an existing Ukrainian company requires disclosure of ultimate beneficial owners and may require clearance from the Antimonopoly Committee of Ukraine if the relevant merger-control thresholds are met.
3. Company registration and corporate governance
LLC registration is carried out through the Unified State Register. Documents are filed with a state registrar or notary. The registration action itself normally takes up to 24 hours after filing, but the full cycle — including preparation, translation, apostille, and tax onboarding — usually takes longer.
Under the LLC Law, charter capital consists of the nominal value of the participants’ shares. Contributions must be made within the term set by law or the charter, and in-kind contributions should be approved in accordance with corporate documents.
The basic LLC governance structure includes:
- the General Meeting of Participants as the supreme body;
- a director or collective executive body;
- a supervisory board if established by the charter or shareholders’ arrangements.
For foreign founders, the key requirements are UBO disclosure at registration and upon any change, appointment of a genuine director rather than a nominee arrangement, a work permit for a foreign national director, and proper legalisation and Ukrainian translation of foreign corporate documents.
4. Foreign investment protection
The Law of Ukraine on the Regime of Foreign Investments grants foreign investors national treatment for investment and other business activities unless Ukrainian law or an international treaty provides otherwise. It also provides guarantees against nationalisation, compensation in cases established by law, and the transfer of profits after taxes are paid.
These guarantees are important for the investment model, but they do not replace wartime currency analysis, sanctions compliance, payment-structure review, or the bank’s ability to process a cross-border transaction.
Practical conclusion: investment protection should be assessed together with the corporate structure, currency regime, transaction documents, and dispute-resolution mechanism.
5. Banking, payments, and currency control
Since 24 February 2022, the National Bank of Ukraine has applied wartime FX restrictions. The current framework and a reference copy of NBU Resolution No. 18 are available on the NBU page on FX restrictions and exchange-rate policy. The operating logic is that a cross-border currency transfer is processed only where the relevant transaction type is expressly permitted by the rules in force.
The pre-war principle of currency freedom is established in the Law of Ukraine on Currency and Currency Transactions, but under martial law practical implementation depends on NBU special measures and the servicing bank’s internal compliance policy.
Related article: Currency control in Ukraine for investors
Practical rules for investors:
- dividends may be repatriated from profits earned from 1 January 2023, subject to the EUR 1 million monthly cap per issuing entity;
- new non-resident loans, where the funds were received after 20 June 2023, have a more flexible repayment regime, with interest capped at 12% per annum;
- transfers to Russian or Belarusian residents remain prohibited during martial law.
6. Taxation of foreign investors
The main tax rules for companies and non-residents are set out in the Tax Code of Ukraine. When structuring an investment, investors should assess not only corporate income tax, but also withholding tax, VAT, transfer pricing, and thin-capitalisation rules.
| Tax | Standard rate | Key exceptions |
| Corporate income tax | 18% | Special rates may apply to banks and certain financial institutions |
| Withholding tax on non-resident income — dividends, interest, royalties | 15% | May be reduced under an applicable double-tax treaty if tax residency and beneficial ownership are confirmed |
| VAT | 20% | 14% for certain agricultural goods; 7% for pharmaceuticals |
| Freight levy | 6% | Depends on the income type and applicable treaty |
Foreign corporate groups should separately review controlled transactions, transfer pricing, thin capitalisation, and the possible application of controlled foreign company rules to Ukrainian residents controlling foreign structures.
Practical conclusion: before paying dividends or interest, the company should review the applicable double-tax treaty, tax-residency documents, and the bank’s requirements for confirming beneficial ownership of income.
7. Employment and local staff
For financial planning, employers should account for mandatory payroll withholdings and employer charges. The Law on the State Budget of Ukraine for 2026 set the monthly minimum wage at UAH 8,647 (approximately USD 190) from 1 January 2026.
- Personal income tax: 18% of the employee’s income, withheld by the employer;
- military levy: 5% of the employee’s income, withheld by the employer;
- unified social contribution: 22% of gross salary, paid by the employer;
- basic employment-cost formula: gross salary × 1.22 plus withholding of 18% PIT and 5% military levy from the employee’s salary.
Work permits for foreign nationals are obtained by the employer under the Law of Ukraine on Employment of the Population. Foreign staff of representative offices may work without a Ukrainian work permit, while employees of a Ukrainian legal entity usually require a work permit.
A separate wartime risk is mobilisation of Ukrainian male employees aged 25 to 60. This requires workforce contingency planning, documented processes, and back-up arrangements for key roles.
8. Contracts, governing law, and dispute resolution
Ukrainian law allows parties to commercial contracts to choose foreign substantive law. The clause should be drafted with regard to the Law of Ukraine on Private International Law to avoid uncertainty about conflict rules and court jurisdiction.
For cross-border disputes, foreign investors often prefer international arbitration. The Law of Ukraine on International Commercial Arbitration, as amended in 2026, expanded the possibility of referring international and investment disputes to arbitration in Ukraine where this is provided by a contract, law, or international treaty.
Foreign arbitral awards are enforced in Ukraine with regard to the New York Convention.
9. Real estate, land, and operational assets
The Land Code of Ukraine allows foreign individuals and legal entities to acquire certain non-agricultural land plots under specified conditions, but restricts the acquisition of agricultural land by foreigners and companies with foreign ultimate beneficial owners.
Acquisition of land outside settlement boundaries is usually linked to the foreign buyer’s ownership of real estate located on that land. Additional restrictions apply to land near the state border, as well as to property in combat zones or temporarily occupied territories.
Leasing commercial real estate for offices, warehouses, or production premises remains the typical practical solution for foreign companies at the initial stage of operations.
10. Martial law: restrictions, risks, and compliance
Martial law was introduced on 24 February 2022 and remains in force under the Law of Ukraine on the Legal Regime of Martial Law and extension acts. For foreign business, this creates several practical review layers.
- Currency restrictions: every new cross-border transaction should be checked against current NBU rules.
- FDI screening: Draft Law No. 14062 and the alternative Draft Law No. 14062-1 remain in the legislative process and may affect sensitive sectors if adopted.
- Mobilisation risk: businesses should designate back-ups for key roles.
- Real estate: acquisition of property in combat zones and occupied territories is subject to special restrictions.
- Sanctions compliance: structures with beneficial owners linked to Russia or Belarus may face bank blocks or notarial refusals.
Before entering transactions in strategic or defence-related sectors, the status of FDI-screening initiatives should be checked through the parliamentary cards for Draft Law No. 14062 and Draft Law No. 14062-1.
11. Pre-entry checklist
Before beginning operations or investing, the company should:
- select the optimal legal structure — LLC, representative office, or joint venture — in light of operational goals and tax implications;
- prepare and apostille the foreign founder’s corporate documents with certified Ukrainian translation;
- identify a genuine director, disclose UBOs, and obtain a work permit if the director is a foreign national;
- verify whether a double-tax treaty applies and review its terms;
- confirm that planned cross-border transactions are permitted under current NBU rules;
- assess financing needs against thin-capitalisation rules and currency restrictions on loan repayment;
- check whether the sector may fall within future FDI-screening rules;
- specify governing law and dispute resolution, including an arbitration clause where appropriate;
- review real estate and land restrictions if operational assets are required;
- conduct KYC, UBO, and sanctions screening of the full corporate structure.
Frequently asked questions
Can a company in Ukraine be wholly owned by a foreign investor?
Yes. The LLC Law does not restrict foreign participants: an LLC may be founded by a foreign individual or legal entity, and the foreign party may hold 100% of the charter capital. Separate restrictions apply to persons linked to aggressor states or sanctions regimes.
How can a foreign investor repatriate profits from Ukraine?
The primary mechanism is dividend distribution. The NBU permits dividend repatriation from profits earned from 1 January 2023 within the applicable limits and subject to bank compliance.
What statutory protections exist against forced expropriation?
The foreign-investment regime provides protection against nationalisation, compensation in cases established by law, and the right to transfer profits after tax. In practice, these guarantees should be supplemented by transaction documents, BIT protection, and arbitration mechanisms.
What are the most critical martial-law risks for foreign businesses?
The most practical risks are currency restrictions, mobilisation of key employees, sanctions compliance, restrictions on property in combat zones, and possible future FDI screening for sensitive sectors.
Which governing law should be selected for contracts with Ukrainian counterparties?
Parties may choose Ukrainian or foreign substantive law. Cross-border contracts often use English, Swiss, or another foreign law with an arbitration clause, but the choice must fit the contract subject and enforcement strategy.
Is a work permit required for a foreign national seconded to Ukraine?
It depends on the form of presence. Employees of a Ukrainian legal entity usually require a work permit, while staff of a representative office may work without a Ukrainian work permit.
How DLF can help
DLF attorneys-at-law supports foreign companies and investors at all stages of Ukrainian market entry: from corporate structure selection and document preparation to UBO disclosure, currency compliance, profit-repatriation structuring, tax planning, work permits, contract review, real-estate due diligence, and sanctions-risk checks.
Igor Dykunskyy, LL.M., Partner, Attorney-at-law, DLF attorneys-at-law
Contact: +380 44 384 24 54, info@dlf.ua.
This material is for general informational purposes. Application of the approaches described depends on the circumstances of a specific situation and requires separate legal assessment.