Changes in the legal regulation of foreign representative offices in Ukraine

On September 3, 2024, the Law of Ukraine "On Amendments to Certain Legislative Acts of Ukraine Regarding Regulation of Activities of Separate Subdivisions of a Legal Entity Formed in Accordance with the Legislation of a Foreign State" No. 3257-IX of July 14, 2023 (hereinafter referred to as the Law) will come into force.

The main novelties of the Law include the transfer of powers to register representative offices from the Ministry of Economy to the Ministry of Justice namely through state registrars. This, in turn, means that information about the representative offices of foreign companies will be publicly available in the Unified State Register of Legal Entities, Individual Entrepreneurs, and Public Organizations (hereinafter - UDR). Prior to the entry into force of the Law, the Cabinet of Ministers of Ukraine should settle the issue of transferring information about already registered representative offices to the UDR.

Among the novelties in regulating the activities of representative offices, it should also be noted that foreign representative offices will have to disclose the ownership structure and submit information about the ultimate beneficial owner according to the procedure established by law. At the same time, it should be mentioned that the limitation of the period of validity of an extract from the trade or court register, etc. in relation to the parent company is limited to one month.

In addition, the law adds a requirement that representatives for submitting documents for the initial registration of representative offices can only be specially identified subjects of primary financial monitoring who conduct their activities individually.

The law shortens the terms of registration of representative offices from sixty to five working days, and also regulates the procedure for the liquidation of representative offices. As for the latter, the procedure for liquidation of representative offices mostly duplicates the provisions on terminating legal entities of Ukraine with the appointment of a liquidation commission, establishing the procedure and deadlines for creditors to declare their claims, etc.

The official fee for the registration of the representative office will be 1 subsistence minimum for able-bodied persons, which in 2024 amounts to 3.028,00 hryvnias.