Foreign Director of a Ukrainian Company
A foreign national may serve as the sole director of a Ukrainian LLC: Ukrainian corporate law does not require the director to hold Ukrainian citizenship or a second director to be appointed. Before the appointment, the company should separately address the tax identification number, state registration, contractual model, work permit, the legal basis for staying or residing in Ukraine, and tax implications.
This overview is intended for foreign investors, international groups and owners of Ukrainian LLCs planning to appoint a foreign national as director of the company and organise the director’s work in Ukraine or from abroad.
1. Eligibility of a Foreign National as Director of a Ukrainian LLC
2. Corporate Procedure for Appointing the Director
3. Ukrainian Tax Identification Number (TIN) for the Foreign Director
4. State Registration of the Director Change
5. Contract with the Director — Employment or Civil-Law Agreement
6. Work Permit Requirements for Foreign Directors
7. Remote Management from Abroad
8. Temporary Residence in Ukraine
9. Tax and Social Security Obligations
10. Sanctions Screening and Banking Compliance
11. Practical Checklist
Frequently asked questions
How DLF Can Help
1. Eligibility of a Foreign National as Director of a Ukrainian LLC
The Law of Ukraine “On Limited Liability and Additional Liability Companies” regulates the executive body of a Ukrainian LLC and does not impose a separate citizenship or residence requirement on a sole executive body. A foreign national may therefore be appointed sole director without a mandatory Ukrainian co-director.
A sole executive body, or the head of a collegial executive body, may act on behalf of the company without a power of attorney. The relationship with the sole executive body is formalised by either a civil-law agreement or an employment contract. The contractual form does not change the director’s corporate authority, but it does affect employment, immigration and tax analysis.
Practical point: appointment as director and lawful performance of duties in Ukraine are separate legal issues and should be considered together.
2. Corporate Procedure for Appointing the Director
The appointment is made by the corporate body authorised under the charter, usually the general meeting of participants or, where the charter so provides, the supervisory board. A single-member LLC adopts a sole participant’s decision.
For state registration, the company submits an original or a notarised copy of the relevant corporate decision. As a general rule, signatures on a corporate decision submitted for state registration must be notarised unless an exception is provided by law.
The resolution should clearly identify the director, the effective date, the term of office where relevant, and the person authorised to sign the director’s contract on behalf of the company.
3. Ukrainian Tax Identification Number (TIN) for the Foreign Director
The Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Associations” requires the Unified State Register to contain identifying data on the director, including the Ukrainian tax identification number (TIN). In practice, the number should therefore be obtained before filing the director change so that it can be included in the registration data.
| Parameter | Details |
|---|---|
| Competent authority | State Tax Service of Ukraine |
| Cost | Free |
| Standard processing | 3 working days |
| Data discrepancies | Up to 10 working days |
| Application from abroad | Possible by post or through an authorised representative, subject to document formalities |
According to official State Tax Service guidance, a foreign national applying for a Ukrainian tax identification number must submit an identity document together with a duly certified Ukrainian translation. The documents may also be submitted by an authorised representative. If the foreign national is abroad, the documents may be sent by post in accordance with the prescribed procedure.
4. State Registration of the Director Change
The director change is recorded in the Unified State Register. Current timing and administrative fees are set out in the official Diia guide.
| Parameter | Details |
|---|---|
| Standard processing | 1 day |
| Standard fee in 2026 | about UAH 1,000 (approximately USD 20) |
| Electronic filing | 75% of the standard fee, where the relevant electronic service is available: about UAH 750 (approximately USD 15) |
| Expedited registration | 6 hours: double fee; 2 hours: five times the fee |
The new director does not have to appear personally before the state registrar. A properly authorised representative may file on behalf of the company, allowing the director change to be registered while the director remains abroad.
5. Contract with the Director — Employment or Civil-Law Agreement
The Ukrainian LLC Law provides for either a civil-law agreement or an employment contract with the director.
Employment contract. The director is an employee and Ukrainian labour law applies, including rules on remuneration, working time, leave and termination.
Civil-law agreement. The relationship is structured as a civil obligation rather than employment. It should not be used to disguise an employment relationship. For a foreign director, this model requires separate analysis of tax and social security treatment and of whether the actual arrangement creates employment in Ukraine.
6. Work Permit Requirements for Foreign Directors
The Law of Ukraine “On Employment of the Population” establishes the work permit regime for foreign nationals employed in Ukraine. Where a foreign director is engaged as an employee of a Ukrainian LLC and does not fall within a statutory exemption, the employer must obtain a work permit. Being a director, founder, participant or UBO does not in itself exempt the person from the work-permit requirement.
The employer applies to the regional employment centre. Under the official Diia guide, an initial decision is made within 7 working days.
| Permit term | Fee in 2026 |
|---|---|
| Up to 6 months | UAH 9,984 (approximately USD 225) |
| More than 6 months and up to 1 year | UAH 16,640 (approximately USD 370) |
| More than 1 year and up to 2 years | UAH 26,624 (approximately USD 595) |
For an ordinary foreign employee, the maximum permit term is two years. The three-year term and UAH 33,280 fee apply to specific categories, including seconded foreign employees and intra-corporate transferees.
For nationals of states for which Ukrainian law establishes a special procedure, issuance or extension of a work permit additionally requires approval from the relevant regional body of the Security Service of Ukraine (SBU).
7. Remote Management from Abroad
A foreign director may manage a Ukrainian company from abroad. The director is not required to be physically present in Ukraine on a permanent basis in order to perform management functions. A change of director can also be registered without the new director appearing in person in Ukraine.
However, this does not remove employment-law requirements. If the director actually works in Ukraine as an employee, the work permit should be obtained before that work begins. Where management functions are performed exclusively from abroad, the company should separately assess the contractual model, the actual place where duties are performed and the tax consequences.
8. Temporary Residence in Ukraine
Appointment as director does not itself confer a right of temporary residence in Ukraine. A director who intends to live or regularly work in Ukraine must have a separate legal basis for temporary residence.
Employment. A director holding a work permit may apply for a temporary residence permit under the Law of Ukraine “On the Legal Status of Foreigners and Stateless Persons”. The permit term on this ground corresponds to the work permit term.
Investment. A founder, participant or UBO of a Ukrainian legal entity may qualify for a temporary residence permit where their ownership interest, or the interest of a foreign legal entity of which they are the UBO, amounts to at least EUR 100,000 at the official NBU exchange rate on the investment date. This is a separate basis for temporary residence; it does not remove the need to assess work-permit requirements if the same person also works as a director.
The official Diia guide for temporary residence permits states a standard processing time of 15 working days.
9. Tax and Social Security Obligations
Remuneration from Ukrainian sources is taxed under the Tax Code of Ukraine. Ukrainian-source income paid to a non-resident is generally taxed under the rules and rates applicable to the relevant type of income.
| Obligation | Employment contract | Civil-law agreement for works/services |
|---|---|---|
| Personal income tax | 18% | 18% |
| Military levy | 5% | 5% |
| Unified social contribution | 22% paid by the employer | generally 22% where the payment forms part of the USC base for works/services |
| Minimum wage | at least UAH 8,647/month (approximately USD 195) in 2026 | statutory minimum wage does not apply as an employment guarantee |
The 22% USC rate is governed by the Law of Ukraine “On Collection and Accounting of the Unified Contribution to Mandatory State Social Insurance”. The 2026 minimum wage of UAH 8,647 (approximately USD 195) and the subsistence minimum for able-bodied persons of UAH 3,328 (approximately USD 75) are set by the Law of Ukraine “On the State Budget of Ukraine for 2026”.
Approximate USD amounts above use the NBU official exchange rate on 14 August 2026.
10. Sanctions Screening and Banking Compliance
Before appointing a foreign director, the company should determine whether any sanctions restrictions apply to the candidate. The Law of Ukraine “On Employment of the Population” prohibits the appointment or employment in Ukraine of certain categories of foreign nationals and stateless persons subject to relevant sanctions restrictions. The candidate’s status and the specific restrictions applicable to that person should therefore be checked before state registration.
For certain categories of foreign nationals, the work permit procedure requires SBU approval, as noted above. This is not a blanket corporate-law prohibition; any sanctions applicable to the individual must be assessed separately.
After registration of the director change, the company should update the bank’s records on the new director and the persons authorised to operate the company’s accounts. The exact documents and verification steps depend on the bank’s procedures, the NBU framework and financial monitoring requirements.
11. Practical Checklist
1. Before the appointment, screen the candidate for applicable sanctions restrictions and confirm that no restriction prevents state registration or the exercise of the director’s powers.
2. If the foreign national does not yet have a Ukrainian TIN, obtain it before filing the director change. The director or a duly authorised representative may submit the documents; standard processing is about 3 working days and is free of charge.
3. The LLC members should adopt the resolution appointing the director, specify the effective date of the appointment and complete the required signature formalities.
4. Choose the appropriate contractual arrangement and enter into an employment contract or a civil-law agreement, taking into account how the director will actually perform the role.
5. File the director change with the Unified State Register. Standard registration takes 1 day; the administrative fee in 2026 is about UAH 1,000 (approximately USD 20).
6. If the director will work in Ukraine as an employee and no statutory exemption applies, the company must obtain a work permit before the work starts. An initial decision is made within up to 7 working days; for an ordinary foreign employee, the fee is typically UAH 9,984–26,624 (approximately USD 225–595), depending on the permit term.
7. If the director intends to reside in Ukraine, confirm the applicable basis for temporary residence and, where required, obtain a temporary residence permit. Standard processing is 15 working days.
8. After the director change is registered, update the bank’s records on the director and the persons authorised to operate the company’s accounts, and complete any KYC procedures required by the bank.
9. Before the first payment to the director, the company’s accounting team should ensure the correct calculation and payment of personal income tax, military levy and unified social contribution according to the chosen contractual arrangement.
Frequently asked questions
Can a foreign national be the sole director of a Ukrainian LLC without a Ukrainian co-director?
Yes. The LLC Law does not impose Ukrainian citizenship or a mandatory Ukrainian co-director requirement for the sole director of an LLC.
Does a foreign director of a Ukrainian company need a work permit in Ukraine?
Generally yes, where the director is employed by the Ukrainian company and does not fall within a statutory exemption. The employer, not the director, applies for the permit.
Can a foreign director manage a Ukrainian company remotely?
The director change can be registered without the director being physically present in Ukraine. If the director performs duties exclusively abroad, the company should separately assess the contractual model, place of work and tax consequences; physical work in Ukraine as an employee normally requires a work permit.
What is the tax rate on a foreign director’s salary in Ukraine?
Ukrainian-source employment income is generally subject to 18% personal income tax and 5% military levy. The employer also accrues and pays a 22% unified social contribution, subject to the statutory contribution rules.
Does appointment as director give a foreign national a right of residence in Ukraine?
No. Residence in Ukraine requires a separate legal basis, such as employment supported by a work permit or a qualifying investment where the statutory conditions are met.
How DLF Can Help
DLF attorneys-at-law supports foreign investors and international companies throughout the appointment or replacement of directors of Ukrainian companies, from corporate resolutions, director agreements and state registration to work permits, temporary residence, tax and banking compliance. Relevant DLF practice areas include Corporate Law / M&A and Labour Law.
Igor Dronov, Counsel — DLF attorneys-at-law
Contact: +380 44 384 24 54, info@dlf.ua.
This material is intended for general information. The application of the approaches described depends on the circumstances of the specific situation and requires a separate legal assessment.