Changes in a Ukrainian Company with Foreign Capital
A foreign participant in a Ukrainian LLC may sell or transfer an interest, exit the company, replace the director, amend the articles of association, or restructure ownership. Most such changes require properly executed corporate documents and an update to the Unified State Register; notarisation applies only to the specific documents for which Ukrainian law requires it. Depending on the transaction, sanctions screening, merger-control clearance and a review of current foreign-exchange restrictions may also be necessary.
A Ukrainian LLC with foreign capital is a common business structure for foreign investors in Ukraine. Changes in its participants, management or charter capital may simultaneously involve corporate law, registration requirements, merger control, sanctions and, in the case of cross-border payments, foreign-exchange regulation. This overview is intended for foreign participants, their representatives, in-house counsel and M&A teams preparing or assisting with such changes.
1. Transfer and Sale of an LLC Interest
2. Voluntary Exit from the Company
3. Changes to Charter Capital
4. Change of Director / Executive Body
5. Amendments to the Articles of Association
6. State Registration of Changes
7. Ultimate Beneficial Owner (UBO): Updating Records
8. Sanctions Restrictions
9. Merger Control Clearance
10. Notarisation, Apostille and Translation of Foreign Documents
11. Taxation and Foreign-Exchange Restrictions
Frequently Asked Questions
How DLF Can Help
1. Transfer and Sale of an LLC Interest
Law of Ukraine “On Limited Liability and Additional Liability Companies” allows a participant to transfer the paid-up part of its interest to another participant or a third party for consideration or free of charge. An unpaid part of the interest cannot be transferred.
Pre-emption right. In a sale of an interest to a third party, the other participants generally have a statutory pre-emption right. The seller must notify them in writing of the price, the size of the interest and the other sale terms. If a participant does not notify the seller within 30 calendar days that it intends to exercise the right, the participant is deemed to have waived it. The articles of association may establish a different procedure for exercising the pre-emption right or exclude it; such a provision may be introduced into or removed from the articles only by a unanimous decision of all participants.
Transfer act. For state registration of an interest transfer, a transfer act is generally used. The signatures of the parties on the act must be notarised. The share purchase agreement itself is not subject to mandatory notarisation solely because of its subject matter, unless otherwise required by law, the articles of association or the parties’ agreement.
Restrictions in the articles of association. The articles may require the consent of other participants for a transfer or pledge of an interest. Before signing, the parties should therefore review the current articles, any relevant corporate arrangements and any encumbrances affecting the corporate rights.
2. Voluntary Exit from the Company
A participant holding less than 50% of the charter capital may exit the company without the consent of the other participants. A participant holding 50% or more requires the consent of the other participants; the law provides a one-month period for the other participants to decide whether to give consent.
Unless the articles establish another period, the company must pay the former participant the value of its interest within one year from the date on which the company knew or should have known of the exit. The amount is determined by reference to the market value of the total interests in the company, proportionate to the exiting participant’s interest, as of the day preceding the exit application.
The participant’s exit is subject to state registration in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Associations. For state registration, the signature on the exit application must be certified in accordance with statutory requirements.
3. Changes to Charter Capital
Capital increase. Charter capital may be increased by additional contributions only after the participants have fully paid the contributions previously committed. The general meeting determines the amount of the increase and the period for participants to make additional contributions, which may not exceed one year. If the resolution allows third parties to make contributions, an additional period of up to six months may be set for them after the participants’ contribution period ends. Within one month after the contribution period ends, the general meeting approves the results of the charter capital increase and the new sizes of the interests.
Capital decrease. Following a decision to reduce charter capital, the company must notify in writing, within 10 days, creditors whose claims are not secured by pledge, guarantee or surety. Such creditors have 30 days to exercise the rights provided by law, which may include requesting additional security or early performance.
Sanctions aspect. The Law of Ukraine “On Sanctions” lists, among the possible special economic restrictions, a prohibition on increasing the charter capital of certain companies with foreign participation or under foreign control. This restriction is not triggered automatically solely by a participant’s nationality. Before a capital increase, the parties must establish whether the relevant sanctions decision applies to the particular person, state or company.
4. Change of Director / Executive Body
Under the Law of Ukraine “On Limited Liability and Additional Liability Companies”, termination of the powers of a sole executive body is linked to the election of a new director. A corporate resolution replacing the director should therefore provide for both the termination of the predecessor’s authority and the appointment of the new director.
The relationship with the director may be formalised through an employment contract or a civil-law agreement, subject to the law and the company’s articles. The change of director must be registered in the Unified State Register.
Where the new director is a foreign national, separate checks are needed for the director’s Ukrainian tax identification number, the conditions for employing a foreign national in Ukraine, immigration documents and authority to operate the company’s bank accounts. These matters do not alter the corporate appointment procedure, but they may affect when the director can actually begin working in Ukraine.
Related article: Foreign Director of a Ukrainian Company
5. Amendments to the Articles of Association
As a general rule, a resolution to amend the articles of association requires a three-quarters majority of the votes of all participants entitled to vote on the matter, unless the law sets a stricter requirement.
Certain provisions, including restrictions on the right to transfer an interest or special rules for exercising the pre-emption right, may require a unanimous decision of all participants. The required voting threshold should therefore be determined not only under the general rule but also under the specific provision governing the amendment.
The amended articles or amendments to them must be executed in the form prescribed by law and filed for state registration if they concern information subject to entry in the Unified State Register or the articles of association themselves.
6. State Registration of Changes
The registration procedure is governed by the Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Associations”. The document package depends on the type of change: for an interest transfer, this may include a transfer act; for an exit, an exit application; and for amendments to the articles or a director change, the relevant corporate resolution and other documents required by law.
| Option | Timeline | 2026 fee |
|---|---|---|
| Standard registration | 1 working day | UAH 1,000 (approximately USD 20) |
| Expedited | 6 hours | 2× standard fee |
| Urgent | 2 hours | 5× standard fee |
| Electronic filing, where available for the relevant action | 1 working day | UAH 750 (approximately USD 15) |
The standard administrative fee is 0.3 times the subsistence minimum for working-age persons, rounded to the nearest UAH 10. The Law of Ukraine “On the State Budget of Ukraine for 2026” sets the subsistence minimum for working-age persons at UAH 3,328, so the standard fee is UAH 1,000.
If a participant is a foreign legal entity, an extract or other document from the register of its country of registration may be required.
7. Ultimate Beneficial Owner (UBO): Updating Records
The Law of Ukraine “On Prevention and Counteraction to Legalisation (Laundering) of Proceeds of Crime, Financing of Terrorism and Financing of Proliferation of Weapons of Mass Destruction” requires legal entities to maintain up-to-date information on their ultimate beneficial owner and ownership structure.
Direct or indirect ownership of 25% or more of the charter capital or voting rights is an indicator of decisive influence, but UBO status is determined by actual control rather than by the formal size of the interest alone.
Where the ownership structure changes, the following deadlines apply:
| Step | Responsible party | Deadline |
|---|---|---|
| Notify the legal entity of circumstances affecting UBO or ownership-structure data | person holding the relevant information / participant exercising control | 5 working days |
| File updated UBO data with the Unified State Register | company | 30 working days from the change |
| Correct an identified inaccuracy | company | 3 working days from discovery |
The company should also promptly update its KYC/AML information with the bank where it holds its accounts. The exact document package is determined by the bank’s procedures but usually includes an up-to-date ownership structure and documents confirming the changes.
8. Sanctions Restrictions
A sanctions review should not be limited to searching for a person on sanctions lists. The Law of Ukraine “On Sanctions” provides for different types of restrictions, and the legal consequences depend on the particular sanction, its duration and the person to whom it applies.
For persons connected with the Russian Federation, the Resolution of the Cabinet of Ministers of Ukraine “On Ensuring the Protection of National Interests in Future Claims of the State of Ukraine in Connection with the Military Aggression of the Russian Federation” No. 187 must also be taken into account. It imposes a moratorium on specified transactions involving persons connected with the aggressor state, including transactions concerning corporate rights, but provides for exceptions. A sale, exit or other transaction involving an interest and a connection with the Russian Federation must therefore be assessed in light of the specific circumstances and the current version of the Resolution.
For Belarusian participants, current individual and sectoral sanctions and other special restrictions that may apply to the particular person or transaction should be checked.
If a party is also subject to EU, US or other foreign sanctions regimes, those regimes must be reviewed separately. State registration in Ukraine does not remove these parallel requirements.
9. Merger Control Clearance
The Law of Ukraine “On Protection of Economic Competition” requires prior clearance from the Antimonopoly Committee of Ukraine (AMCU) if the transaction results in a concentration, including the acquisition of control over a company, and the participants’ financial figures exceed the statutory thresholds.
| Criterion | Threshold |
|---|---|
| Threshold A | Aggregate worldwide assets or sales of all participants exceed EUR 30 million, and at least two participants each have Ukrainian assets or sales exceeding EUR 4 million |
| Threshold B | Ukrainian assets or sales of at least one participant exceed EUR 8 million, and worldwide sales of at least one other participant exceed EUR 150 million |
Reaching or exceeding 25% or 50% of the votes in a company’s supreme governing body is expressly treated by law as a concentration. Control may also arise from other rights or arrangements, so the size of the interest alone is not always determinative.
According to AMCU guidance, the simplified procedure may take 25 days. Under the standard route, the parties should allow for the completeness review and a 30-day substantive review period; in practice, this can mean up to 45 days from filing. Where a concentration case is opened for in-depth review, the review may continue for up to three months. A transaction requiring clearance should not be closed before the required clearance is obtained.
10. Notarisation, Apostille and Translation of Foreign Documents
Not every corporate document issued abroad automatically requires an apostille. The requirement depends on the type of document, its country of origin and Ukraine’s international treaties.
Where a document is issued in a state in relation to which the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents applies in relations with Ukraine, an apostille is generally sufficient for such a public document. If the Convention does not apply, consular legalisation may be required. An international treaty between Ukraine and a particular state may also exempt the document from additional legalisation altogether.
In practice, the following documents are most commonly reviewed for registration purposes:
- an extract or comparable document from the foreign participant’s company register;
- a power of attorney authorising a representative in Ukraine;
- another foreign corporate or notarial document submitted to a Ukrainian registration authority or notary.
A foreign document submitted to a Ukrainian authority must be translated into Ukrainian, and the translation must be duly certified. The sequence of notarisation, obtaining an apostille or completing legalisation, and translation depends on the country of issue and the type of document and should therefore be determined before the document is executed abroad.
11. Taxation and Foreign-Exchange Restrictions
The tax consequences of the sale of an LLC interest depend primarily on whether the seller is a non-resident individual or a non-resident legal entity, as well as on the buyer’s status, the transaction structure and any applicable international treaty.
Non-resident individual. A sale of corporate rights is treated as a transaction involving investment assets under the Tax Code of Ukraine. A positive financial result from such transactions is subject to personal income tax at 18% and the military levy at 5%. If the transaction is carried out through a professional securities trader, including a bank, the trader acts as a tax agent in accordance with the Tax Code of Ukraine. In other cases, the individual generally declares the investment result independently.
Non-resident legal entity. Income from the disposal of corporate rights in a Ukrainian company may be treated as Ukrainian-source income. Where such income is paid to a non-resident, a Ukrainian payer generally withholds tax at 15% under paragraph 141.4 of the Tax Code, unless a specific rule or an applicable international treaty provides otherwise. For a specific transaction, the taxable base, the buyer’s status and entitlement to relief under an applicable double-tax treaty should be assessed separately.
Foreign-exchange restrictions. During martial law, cross-border payments must be assessed under the current version of Resolution of the Board of the National Bank of Ukraine “On the Operation of the Banking System During the Period of Martial Law” No. 18. Whether a particular payment is permitted depends on the direction of the transfer, the source of funds, the status of the parties and other conditions. The payment arrangements and the possibility of transferring funds to a non-resident should be agreed with the bank maintaining the relevant accounts before the final payment terms are agreed.
Frequently Asked Questions
Can a foreign national sell their LLC interest without the consent of other participants?
Generally yes, but the procedure for exercising the other participants’ statutory pre-emption right must first be followed unless the articles of association provide a different lawful procedure. The articles should also be checked for any separate consent requirement for the transfer itself.
What documents are required to register a new participant in the state register?
The package depends on the legal basis for the transfer. Where the interest is transferred under an agreement, the key registration document is usually the transfer act with notarised signatures, together with the registration application and other documents required by the State Registration Law. A foreign legal entity may also need a properly certified register extract and a Ukrainian translation.
What is a UBO and when must UBO records be updated in the state register?
A UBO is the natural person who ultimately exercises decisive influence over the legal entity. Holding at least 25% of the ownership interest or voting rights is one statutory indicator of decisive influence, but actual control must also be assessed. Following an ownership change, the company must update its UBO information within the statutory deadlines.
Is AMCU clearance required when selling an LLC interest?
Not always. Clearance is required if the transaction constitutes a concentration and the participants’ financial figures exceed the thresholds set by the Law of Ukraine “On Protection of Economic Competition”. Reaching or exceeding 25% or 50% of the votes is a typical concentration event, but control may also arise in other circumstances.
What changes when replacing the director of a Ukrainian LLC with foreign capital?
The change is documented by a corporate resolution and registered in the Unified State Register. If the new director is a foreign national, the company should also verify the director’s Ukrainian tax identification number, the conditions for employment in Ukraine, the legal basis for staying in Ukraine and authority to operate the company’s bank accounts.
How DLF Can Help
DLF attorneys-at-law supports foreign companies and investors when changing the structure of a Ukrainian business, from the sale or redistribution of LLC interests, director changes and amendments to the articles of association to UBO updates, sanctions screening, preparation of corporate documents, notarisation, state registration, merger-control clearance and the structuring of cross-border settlements. Relevant DLF practice areas are Corporate Law / M&A and Antitrust and Competition Law.
Igor Dykunskyy, LL.M., Partner, Attorney — DLF attorneys-at-law
Contacts: +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.