A sole proprietorship suits an owner who manages the store alone, does not plan to divide the business into shares, and is prepared to answer for business debts with personal assets. Choose a limited liability company (LLC) if you need to formalize shared ownership, bring in an investor, or separate the store’s assets from the founder’s assets. An LLC can also have a single owner. However, it requires accounting, financial statements, and written resolutions by its members.
Business structure and tax system are two separate decisions. Both sole proprietors and LLCs can use the third group of the single tax system if they meet its requirements. Before registering, compare your product range, annual revenue, number of employees, need for value-added tax (VAT), and how the owner will receive money. Include the military levy, the unified social contribution (USC), and, for an LLC, taxes on dividends in your calculations. Whether you must use a cash register (RRO) or software cash register (PRRO) depends on how customers pay and on statutory exceptions.
Key differences between a sole proprietorship and an LLC
A sole proprietor is an individual registered to conduct business. An LLC is a separate legal entity: the company itself enters into contracts, owns its assets, and is liable for its debts.
| Question | Sole proprietorship | LLC |
|---|---|---|
| Who owns the business | One individual. A sole proprietorship has no corporate shares | One or more members with defined ownership interests |
| Who is liable for debts | The proprietor, with personal assets, subject to statutory exceptions | The company, with its assets. The law provides for specific cases of personal liability for members and the director |
| Who manages it | The proprietor; they may authorize representatives to perform certain actions | The executive body, usually the director, manages day-to-day affairs. Members decide matters assigned to them by law and the articles of association |
| Which tax systems are available to a store | The general tax system or the first, second, or third group of the single tax system, subject to the applicable requirements | The general tax system or the third group of the single tax system, subject to the applicable requirements |
| How the owner receives money | Uses business funds for personal needs while meeting tax obligations | Receives money on a documented legal basis, such as salary or dividends |
| What accounting is required | Tax accounting under the selected system; inventory accounting where required | Accounting and tax accounting, plus financial statements |
| How to bring in a co-owner | It is not possible to grant someone an ownership interest in a sole proprietorship | Formalize the acquisition of an ownership interest or a capital contribution under the law and articles of association |
What assets the owner puts at risk
Sole proprietor liability
A sole proprietor is liable for business obligations with all personal assets, except property that the law protects from enforcement. This may include a debt for goods delivered or rent for the store. The risk is not limited to inventory, equipment, or money in the business account.
If the proprietor is married, liability extends to their personal assets and the share of marital property that would belong to them after a division. This rule is set out in Article 52 of the Civil Code.
LLC liability
The LLC is liable for its debts with all its assets. As a general rule, a member is not liable for the company’s obligations. However, if a member has not paid their contribution in full, they are jointly and severally liable up to the unpaid amount: a creditor may demand repayment from them within that limit.
Personal obligations can also arise on another basis. For example, a founder who signs a guarantee for a company loan is liable under the terms of that guarantee. The founders are also jointly and severally liable for obligations that arose before the legal entity was state-registered.
Separate rules apply to the director. If the value of the LLC’s net assets falls by more than 50% compared with the figure at the end of the previous year, the executive body must convene a meeting to be held within 60 days of the decrease. Net assets are the difference between the company’s assets and liabilities. The meeting considers steps to improve the financial position, reduce the charter capital, or liquidate the company. If this duty is breached and the company is declared bankrupt before three years have passed from the decrease in net asset value, the members of the executive body bear joint and several subsidiary liability for its obligations. Those who prove that they neither knew nor should have known about the decrease, or voted to convene the meeting, are exempt from liability.
How to formalize a business with a partner
If two people invest in one store, an LLC lets them define their ownership interests and rights. An informal agreement that “the store is shared,” when all contracts and assets are registered to one sole proprietor, does not by itself give the other person a corporate ownership interest.
Before registration, the partners should agree on:
- each member’s ownership interest;
- the amount, form, and deadline for each contribution;
- the director’s authority and the procedure for approving major contracts;
- how profits will be distributed;
- the procedure for selling an ownership interest, a member’s withdrawal, and resolving disagreements.
Set out these rules in the articles of association and, if needed, in a written corporate agreement. For example, an agreement may specify the conditions under which one partner buys the other’s interest. In a single-member company, the owner makes decisions on matters within the members’ meeting’s remit alone and records them in writing.
Members may contribute money or property. The founders must agree unanimously on the monetary value of a contribution in kind. As a general rule, each member must make their full contribution within six months of LLC registration; the articles of association may set a different deadline. If a member is late, the director gives them written notice and an additional period of no more than 30 days. If the contribution is still not made, the members decide whether to expel the member, change the capital, reallocate the unpaid interest, or liquidate the company.
Only the paid-up portion of an ownership interest may be sold or gifted. Check the articles of association before transferring an interest: they may require the other members’ consent. When an interest is sold to an outsider, the other members generally have a pre-emptive right to buy it. The seller must notify them in writing of the price, size of the interest, and other terms. Each member has 30 days from receiving the notice to inform the seller in writing that they intend to exercise this right. If the seller receives such a notice, the seller and buyer must enter into an agreement to sell the interest within one month. If no member gives written notice of intent to exercise the pre-emptive right within 30 days of receiving the notice, the interest may be sold to an outsider on the terms communicated, once that period has expired for all members. The articles of association may set a different procedure or exclude the pre-emptive right; it also does not apply if a corporate agreement to which the relevant member is a party provides otherwise.
Withdrawal from an LLC is also subject to conditions. A member with an interest of less than 50% may withdraw without the other members’ consent. A member with an interest of 50% or more needs consent unless the articles of association allow withdrawal without it. As a general rule, the consent decision may be made within one month after the member submits their application; the articles of association may set a different period. After receiving the last member’s consent, the member may withdraw within one month unless the consent itself sets a shorter period. A member is considered to have withdrawn on the date the withdrawal is state-registered. As a general rule, within 30 days of the date on which it learned or should have learned of the withdrawal, the company must notify the former member of the value of their interest, provide a reasoned calculation, and provide copies of supporting documents. The interest is valued as of the day before the application for state registration of withdrawal is submitted, based on the market value of all the company’s members’ interests, in proportion to the withdrawing member’s interest. Payment is made only in proportion to the paid-up portion of that interest. Payment is due within one year of the date the company learned or should have learned of the withdrawal. Under the rules of Article 24 of Law No. 2275-VIII, the articles of association may provide for different deadlines, procedures, amounts, and methods of settlement. A sole member cannot withdraw if doing so would leave the LLC with no members.
Which tax systems are available to a store
Single tax for sole proprietors and LLCs
The single tax threshold is based on revenue under Article 292 of the Tax Code. The cost of purchasing goods does not reduce this threshold. For example, if a store receives 1 million Ukrainian hryvnias (UAH) from customers and spends UAH 700,000 on goods, its revenue for the threshold is not reduced to UAH 300,000.
Annual thresholds depend on the minimum wage as of January 1 of the relevant year. With the minimum wage at UAH 8,647 in 2026, the following figures apply:
| Group | Who can use it and key conditions | Annual revenue threshold | Single tax |
|---|---|---|---|
| First | Sole proprietors with no employees: retail sales from market stalls and/or household services to the public. This group is not suitable for an ordinary store or online store | 167 × 8,647 = UAH 1,444,049 | Local rate, up to 10% of the subsistence minimum for able-bodied persons as of January 1 |
| Second | Sole proprietors selling or producing goods, providing permitted services, or operating in the restaurant business. No more than 10 employees at a time, subject to statutory exceptions | 834 × 8,647 = UAH 7,211,598 | Local rate, up to 20% of the minimum wage: maximum UAH 1,729.40 per month |
| Third | Sole proprietors or LLCs. No employee limit. Business activity and other simplified-system requirements must be met | 1,167 × 8,647 = UAH 10,091,049 | 5% of revenue without separate VAT payment, or 3% of revenue with VAT payment |
For the second group, the restriction on customers applies to services: they may be provided to the public and to single tax payers. Sales of goods are not restricted by the customer’s tax status. If the store also repairs, installs, or services goods, assess those services separately. When counting employees, the law allows certain employees to be excluded, including those on maternity leave, on a statutory childcare leave, or mobilized.
Check your product range before choosing a group. The simplified system generally prohibits sales of excisable goods but has narrow exceptions, including retail sales by sole proprietors of beer, cider and perry without added alcohol, and table wines, as well as fuel and lubricants in containers of up to 20 liters. Tobacco products and strong alcohol are not covered by these exceptions. A sole proprietor selling jewelry made from precious materials specified by law may use the third group at a 5% rate if they meet the other requirements.
The ownership structure matters for an LLC: the simplified system is unavailable if the combined ownership interest of legal entities that are not single tax payers is 25% or more. You must also check the other restrictions in paragraphs 291.3 and 291.5 of the Tax Code, including tax debt, non-resident status, and sanctions. Payments under the first through third groups must be monetary; an exchange of goods for goods does not meet this requirement.
The fourth group is for agricultural producers and farms that meet special criteria. Selling food products in a store does not by itself qualify a business for it.
Military levy
Sole proprietors in the first and second groups pay a military levy of 10% of the minimum wage as of January 1 of the year: in 2026, this is UAH 864.70 per month. In the third group, both sole proprietors and LLCs pay 1% of revenue in addition to the single tax.
For entrepreneurs under the single tax system, this levy is established through December 31 of the third calendar year following the year in which martial law is terminated or lifted. A 5% rate applies to ordinary personal income, including a sole proprietor’s net income under the general system and dividends. A reduction to 1.5% is provided from January 1 of the year following the third calendar year after the year in which martial law is terminated or lifted.
General tax system
A sole proprietor under the general system pays 18% personal income tax (PIT) and a 5% military levy on net taxable income. This is the difference between income and documented expenses that may be deducted under Article 177 of the Tax Code. Personal purchases and expenses without supporting documents do not reduce this tax base.
An LLC under the general system ordinarily pays 18% corporate income tax. The accountant determines the financial result and applies tax adjustments where required. If annual revenue from any activity for the last annual reporting period, determined under accounting rules and less indirect taxes, does not exceed UAH 40 million, the company may elect not to apply most tax differences. The decision must be stated in the return for the first year of the continuous run of years in which this criterion is met, and is then applied subject to the exceptions in subparagraph 134.1.1 of the Tax Code.
VAT should be assessed separately. Under the general system, mandatory registration generally applies when the value of relevant supply transactions in the last 12 calendar months exceeds UAH 1 million, excluding VAT. This threshold does not require single tax payers in the first through third groups to register for VAT. The third-group 3% rate requires separate VAT payment; imports are also subject to their own tax rules.
USC and exemptions for sole proprietors
Unless exempt, a sole proprietor under the single tax system pays USC for themselves of at least 22% of the minimum wage. In 2026, the minimum contribution is 8,647 × 22% = UAH 1,902.34 per month. The general wartime right not to pay USC for oneself is suspended for this year by the State Budget Law.
Under the general system, a sole proprietor accrues USC on income subject to PIT, taking into account the minimum contribution and maximum contribution base. For a month with no such income, they may determine the base voluntarily. Merely being an LLC member does not create an obligation to pay business USC for oneself; payments to employees and the director are assessed according to their legal basis.
Check whether the sole proprietor qualifies for an exemption before calculating costs. Sole proprietors who receive an old-age or years-of-service pension are among those exempt from paying USC for themselves. The exemption also applies to sole proprietors with disabilities and those who have reached the retirement age established by Article 26 of Law No. 1058-IV, if they receive a pension or social assistance under the law. A sole proprietor also does not pay contributions for months for which an employer has already paid at least the minimum insurance contribution for them.
In 2026, a sole proprietor caring for a child under one year old and receiving the statutory benefit for such care is exempt from USC for themselves for months for which an authorized payer has paid at least the minimum insurance contribution for them. The State Tax Service (STS) explains the rules for caring for a child under one year old. A sole proprietor caring for a child under three years old who continues to receive a childbirth benefit granted before January 1, 2026, is exempt from USC for themselves until the end of that benefit; the contribution for that person is paid without an additional application to the Pension Fund of Ukraine. This is confirmed by the STS explanation about benefits granted before 2026. Check the contribution payment in your individual data from the register of insured persons.
Sole proprietors in the first and second groups whose tax address was in an area of hostilities or temporary occupation on the date those hostilities or that occupation began may be exempt from the single tax and military levy for periods specified in the Tax Code. This provision has applied to the single tax since August 1, 2023, and to the military levy since January 1, 2025. The period is determined by the dates on which hostilities, the possibility of hostilities, or occupation began and ended in the official List of Territories: from the first day of the month in which the relevant circumstances began to the last day of the month in which they ended. After state registration of a change of tax address to another area, the exemption ends on the first day of the following month. These grounds do not exempt a proprietor from USC for themselves.
A sole proprietor for whom deprivation of personal liberty as a result of armed aggression against Ukraine has been established under Law No. 2010-IX may, if they are not an employer, receive an exemption from USC payer obligations, arrears, late-payment interest, and penalties for the period of deprivation of liberty and six months after release. A family member or the proprietor may submit the application. The proprietor must submit it within 90 days of release or completion of treatment or rehabilitation; a medical certificate or discharge summary confirms the treatment period. This is provided for in paragraph 9-8 of Section VIII of Law No. 2464-VI.
A separate exemption applies to entrepreneurs serving in the military. Sole proprietors registered before being called up during mobilization or before signing a military service contract are exempt from accrual, payment, and reporting of PIT, single tax, and military levy for themselves, regardless of whether they have employees or business income. The exemption applies from the first day of the month of call-up or contract signing through the last day of the month of demobilization or discharge, but no earlier than February 24, 2022. The exemption from USC for themselves on this ground applies if the sole proprietor has no employees. If the STS has not received the required information from the military register, the proprietor may submit supporting documents. The procedure is described in the STS guidance for entrepreneurs serving in the military.
How an owner receives money from the business
A sole proprietor may use business funds for personal needs. The STS explains that the Tax Code does not restrict such use. However, the proprietor must meet tax obligations and keep enough funds to pay suppliers, employees, and the landlord. A transfer to themselves is not documented as salary or dividends. Source: STS guidance on a sole proprietor’s personal needs.
Money in an LLC’s account belongs to the company. A payment to the owner needs a legal basis and supporting documents. If the owner works under an employment contract, the company may pay them a salary. For dividends, the members adopt a resolution to distribute net profit, and the company withholds the applicable taxes.
For ordinary dividends paid to a resident individual, PIT is 5% if they are accrued by an LLC that is a corporate income tax payer, and 9% if the LLC is not a corporate income tax payer, including when it uses the single tax system. The company also withholds 5% military levy.
Dividends may be paid for periods that are multiples of a quarter unless the articles of association specify a different period. The payment deadline after the resolution is no more than six months unless the articles of association or the members’ resolution sets a different deadline. An LLC may not pay dividends to a member who has not paid their contribution in full. The company also may not resolve to pay dividends or make a payment if it has not completed settlements required by law with former members or their successors, or if its assets are insufficient to meet creditors’ claims for obligations that have fallen due, or will become insufficient as a result of the resolution or payment. The articles of association may set additional restrictions.
Illustrative store calculation
Suppose a store has UAH 900,000 in revenue and UAH 720,000 in expenses for a quarter. All goods have been sold and paid for, and expenses have been paid and properly accounted for. The sole proprietor and LLC use the third group at a 5% rate without VAT. The sole proprietor is not exempt from USC and pays the minimum contribution for three months.
For this example, UAH 720,000 covers all ordinary store expenses, including payroll and related payments if there is staff. The same expenses are used only to compare taxes; in an actual budget, accounting services and operating arrangements may cost different amounts. The LLC has one member, can lawfully distribute all net profit, and has no restrictions on dividends.
| Quarterly calculation | Sole proprietorship | LLC |
|---|---|---|
| Single tax: 900,000 × 5% | UAH 45,000 | UAH 45,000 |
| Military levy on revenue: 900,000 × 1% | UAH 9,000 | UAH 9,000 |
| Sole proprietor’s USC for themselves: 1,902.34 × 3 | UAH 5,707.02 | Does not arise solely from owning an interest |
| Sole proprietor’s funds after expenses and listed payments | 900,000 − 720,000 − 45,000 − 9,000 − 5,707.02 = UAH 120,292.98 | — |
| LLC net profit under the stated assumptions | — | 900,000 − 720,000 − 45,000 − 9,000 = UAH 126,000 |
| PIT on dividends: 126,000 × 9% | — | UAH 11,340 |
| Military levy on dividends: 126,000 × 5% | — | UAH 6,300 |
| Dividends the owner receives | — | 126,000 − 11,340 − 6,300 = UAH 108,360 |
If a member decides to use UAH 126,000 for the next purchase and the company does not accrue dividends, no dividend taxes arise in this example. If dividends have already been accrued, merely postponing payment does not cancel the company’s tax obligations. To choose a business structure, decide what portion of profit the owner will withdraw and what portion will be spent on developing the store.
In a second illustrative example, a second-group sole proprietor pays the maximum local single tax rate and has no exemptions. Their monthly payments for themselves in 2026 total 1,729.40 + 864.70 + 1,902.34 = UAH 4,496.44. This amount excludes payments for employees, licenses, and other taxes if they apply. First- and second-group sole proprietors with no employees may be exempt from the single tax and military levy for one calendar month per year during vacation or for an illness lasting at least 30 calendar days. They submit an application to the STS, and for illness attach an extract from the Electronic Register of Incapacity Certificates. These grounds do not exempt them from USC for themselves.
What accounting and reporting to arrange
First- and second-group sole proprietors, as well as third-group sole proprietors without VAT, keep income records in any format, showing receipts by month. Third-group sole proprietors with VAT keep records of income and expenses using the prescribed standard form. Under the general system, a proprietor also keeps income and expense records and retains supporting documents.
An LLC keeps accounting records continuously from registration to liquidation, even if it uses the single tax system. The director organizes accounting and manages primary documents: delivery notes, acceptance certificates, bank statements, and other documents that support transactions. Micro and small enterprises that are not required to apply international standards prepare abridged financial statements: a balance sheet and an income statement.
An ordinary small LLC is not required to employ an in-house accountant. The law allows it to engage an individual entrepreneur providing accounting services, a company, or another provider specified by law under contract. The owner or director may keep the books themselves if the company does not belong to a category for which this is prohibited, including because it must publish its financial statements.
Before the first sale, the owner should agree on a reporting and payment calendar with the accountant:
- Under ordinary conditions, first- and second-group sole proprietors file an annual return within 60 calendar days after the end of the year. They pay the single tax and military levy monthly, no later than the 20th, inclusive.
- Third-group sole proprietors and LLCs file a quarterly return within 40 calendar days after the end of the quarter. They pay the single tax and military levy within the next 10 calendar days after the return deadline.
- A sole proprietor under the general system files an annual property and income tax return before May 1 of the following year. Under the ordinary rules, advance payments of PIT and military levy are due before April 20, July 20, and October 20. Final liabilities under the annual return are due within 10 calendar days after its filing deadline.
- A sole proprietor pays USC for themselves before the 20th day of the month following the quarter, if they are required to pay it.
- For an LLC that is a corporate income tax payer, the reporting period depends on the requirements of Article 137 of the Tax Code. In particular, newly established companies and taxpayers with prior-year revenue of up to and including UAH 40 million report annually if the relevant conditions are met.
VAT, employee payments, and financial statements have separate deadlines and forms. The accountant should include them in the calendar based on the tax status, company category, and actual payments.
RRO/PRRO, goods documents, and employees
For cash and card payments in a store, the general rule is to use a registered RRO or PRRO and issue a fiscal receipt for the full purchase amount. First-group sole proprietors have a separate exemption. Check other exceptions against the specific transaction, including under Articles 9–10 of Law No. 265/95-VR.
A customer’s transfer from one current account to the seller’s current account through a bank using International Bank Account Number (IBAN) details does not require an RRO/PRRO. Card payments through acquiring must be assessed separately, even if the money ultimately reaches the seller’s account. For an online store, the accountant should review each payment method and the terms of agreements with the payment service and carrier. The STS Public Information and Reference Resource explains the IBAN rule.
An LLC documents the receipt and movement of goods in its accounting records. A sole proprietor under the general system must keep inventory records in the prescribed manner, sell only goods recorded in those records, and have documents confirming the recording and origin of the goods. Sole proprietors who are single tax payers without VAT are generally exempt from inventory accounting under paragraph 12 of Article 3 of Law No. 265/95-VR. This exemption does not apply if the proprietor sells technically complex household goods subject to warranty repair, medicines, medical devices, or jewelry and household products made from precious materials specified by law. They must keep records of all types and categories of inventory at the place of sale and have documents confirming the recording and origin of the goods. The exemption also does not apply to sole proprietors registered for VAT.
Sole proprietors and LLCs may hire employees. An employer must formalize employment, meet requirements for allowing employees to start work, accrue wages, withhold taxes, and pay USC under the applicable rules. A second-group sole proprietor must also monitor the employee limit.
Licenses and requirements for premises, storage, labeling, and delivery depend on the product range and business model. Check separately whether any products require a license or special sales conditions before choosing a tax system. Choosing an LLC does not remove these requirements.
Inventory accounting for sole proprietors in Torgsoft
If several entrepreneurs keep records in Torgsoft, the additional option “Inventory Accounting Form” lets you select the “Enterprise” filter and view the movement of goods for a particular sole proprietor. Warehouse documents must be linked to the relevant enterprise. If the link is not set correctly, the filter will not provide the required separation.
Activate the option based on the number of workstations. At the required workstation, open “Settings → Parameters → Additional Options,” enable “Use for current workstation” in the inventory accounting form section, and save the settings. Open “Warehouse → Inventory Accounting Form” and set the date from which the sole proprietor became required to keep inventory records. If there are goods on hand as of that date, the proprietor must draw up an inventory of those balances and use it to make the first entry in the form. Compare the balances calculated by the program with the inventory: their value depends on the available cost of goods and the setting for including negative balances. If goods are physically on hand but the program shows no opening balance, check the cost and recalculate. Select the entrepreneur and the accounting centers for one retail location: internal transfers between the selected centers do not appear in the form.
Use the “Document Kind” («Вид документа»), “Fiscal Status of Goods” («Фіскальність товару»), and “Document Type” («Тип документа») filters only for separate analysis. To maintain the prescribed form, check that sales through an RRO/PRRO are not included in the outflow column. The “Document Type” filter affects sales and returns; selecting a fiscal receipt type includes the corresponding goods in the calculation and may produce data that does not comply with the procedure for maintaining the form. Amounts for services are excluded from the document amounts used in the inventory accounting form. Before printing, check the entrepreneur, tax details, and address. This feature helps manage goods data; the accountant separately determines taxable revenue, prepares reports, and checks documents. Setup instructions are available in the official Torgsoft help.
How to register the chosen structure
Sole proprietorship
- Choose business activity codes under the Classifier of Types of Economic Activity (KVED), your product range, projected revenue, and tax system.
- Prepare the application. For the ordinary registration of an adult proprietor, no articles of association or founders’ resolution are required. The law requires additional documents in certain cases, such as notarized consent for a person aged 16 or older who does not yet have full civil capacity.
- Submit the application through the Diia sole proprietor registration service, signing it with an electronic signature, or submit a paper application to an authorized registrar. For an in-person paper filing, present a passport or another identity document prescribed by law. If a representative files the documents, they must provide the original or a notarized copy of the document confirming their authority, unless the authority is stated in the Unified State Register (USR); a representative acting under a power of attorney must provide a notarized power of attorney. If you send the application by mail, the authenticity of the signature on it must be notarized.
- Check the entry in the USR and separately verify your tax status and the date the chosen system takes effect.
LLC
- Agree on the name, address, business activity codes, members, ownership interests, capital, and director.
- Choose your own articles of association or model articles. Prepare the application, the original or a notarized copy of the founders’ resolution, and the ownership structure; if using your own articles, attach them. For the ultimate beneficial owner (UBO), prepare a copy of an identity and citizenship document. Have the copy of a foreign UBO’s document notarized or certify the copy with the qualified electronic signature (QES) of the person authorized to submit registration documents. For a Ukrainian citizen, this certification is required if the document was issued without using the Unified State Demographic Register. Certification must be dated no more than 90 days before submission. A UBO is an individual who ultimately exercises decisive influence over the company’s activities. When registering through Diia, the system generates some of the documents.
- If a foreign legal entity is a founder, add an extract or other document from the relevant foreign register, issued by the authorized body no more than one month before filing. Documents issued under the law of a foreign state must undergo consular legalization or be certified with an apostille, unless an international treaty provides otherwise. Translate foreign-language documents into Ukrainian and certify the accuracy of the translation or the translator’s signature in the prescribed manner.
- Submit the documents to a registrar or use the Diia service to register an LLC using model articles. This online service is available to Ukrainian citizens. A foreign applicant must apply to an authorized registrar. Automatic registration through Diia requires the UBOs’ unique record numbers in the Unified State Demographic Register (UNZR) and verification of their data; if the conditions for automatic registration are not met, a state registrar processes the application.
- After registration, formalize the relationship with the director, organize accounting, open an operating account, and make the contributions by the required deadline.
For an LLC using its own articles of association, the law requires notarization of the founders’ signatures. Separate rules apply to model articles; resolutions created on the electronic portal and signed with a QES are covered by a statutory exception to notarization.
The general review period for sole proprietor and legal entity registration documents is 24 hours after receipt, excluding weekends and public holidays. Separate rules apply to automated electronic procedures. An incomplete set of documents or other grounds specified by law may prevent registration.
When the single tax takes effect
A new sole proprietor choosing the first or second group must submit an application before the end of the month of registration. The single tax takes effect on the first day of the following month. If the proprietor sells goods earlier, that period cannot automatically be treated as operating under the chosen group.
A newly established sole proprietor or LLC may choose the third group at a 5% rate from the date of state registration if it files an application within 10 days of registration. The 3% rate cannot take effect on the state registration date through this 10-day procedure. To move from the general system to the third group at 3%, file an application no later than 15 calendar days before the start of the next quarter and register for VAT. If the business already uses the third group at 5%, submit an application to change the rate to 3% and a VAT registration application no later than 10 calendar days before the start of the quarter in which the new rate will apply. Under the ordinary rules, an existing business moving from the general system to the simplified system must file no later than 15 calendar days before the start of the next quarter.
What to do if the store grows
If a second-group sole proprietor exceeds the annual threshold of UAH 7,211,598, they pay a 15% single tax on the excess. From the next quarter, the proprietor may move to the third group if annual revenue has not exceeded UAH 10,091,049 and they meet the other group requirements, or move to the general system. If revenue also exceeds the third-group threshold, the proprietor must move to the general system. The application is due no later than the 20th day of the month following the quarter in which the threshold was exceeded. In the third group, a sole proprietor pays a 15% single tax on the excess, while an LLC pays twice its chosen single tax rate on that amount. Both move to the general system from the first day of the month following the quarter in which the threshold was exceeded and must file an application by the 20th day of the month after that quarter. Prohibited activity and other breaches of simplified-system conditions may also require a move and lead to cancellation of single tax payer registration.
Opening an LLC as a sole proprietor does not transfer the inventory, contracts, or permits to the company. The owner and accountant must set the date for transferring sales, take inventory, document the transfer or sale of assets, and agree on contracts with counterparties. Separately check bank accounts, RRO/PRRO, employment relationships, licenses, and the seller details shown on the website.
Ending a sole proprietorship in the USR does not end obligations that arose during business activity. The proprietor must settle accounts, file the required reports, and meet tax obligations.
Liquidating an LLC requires a members’ resolution, notice to the registrar within three working days, appointment of a liquidator or commission, and settlement with creditors. The members set a period of two to six months from publication of the notice of the resolution to terminate the company for creditors to submit claims. A resolution to close the company does not itself terminate the legal entity.
Official sources
- Civil Code of Ukraine No. 435-IV: Articles 50–52, 96, 96-1, 104–105 — sole proprietor status, property liability, corporate rights, and termination of a legal entity.
- Law “On Limited and Additional Liability Companies” No. 2275-VIII: Articles 2–7, 11–15, 20–21, 24, 26–27, 30–31, 37, 39 — liability, articles of association, contributions, ownership interests, management, and dividends.
- Tax Code of Ukraine No. 2755-VI: paragraphs 49.18, 65.10, 134.1.1, 136.1, 137.5, 167.1, 167.5.2, 167.5.4; Articles 177, 181–183, 291–293, 295–299; paragraph 16-1 and paragraph 25 of subsection 10 of Section XX — taxes, accounting, reporting, military levy, and exemptions.
- Law “On the Collection and Accounting of the Unified Contribution for Mandatory State Social Insurance” No. 2464-VI: Articles 4, 7–9, Section VIII — payers, exemptions, contribution base, rates, and USC deadlines.
- Law “On the State Budget of Ukraine for 2026” No. 4695-IX: Article 8 and paragraph 3 of the Final Provisions — the minimum wage and suspension of the general wartime right not to pay USC for oneself.
- Law “On Accounting and Financial Reporting in Ukraine” No. 996-XIV: Articles 2–3, 8–9, 11 — organizing accounting, primary documents, and financial statements.
- Law “On State Registration of Legal Entities, Individual Entrepreneurs and Public Formations” No. 755-IV: Articles 14–18, 25-1, 26, 28 — documents, electronic registration, deadlines, and grounds for refusal.
- Law on the Use of RRO No. 265/95-VR: Article 2, paragraphs 1–2 and 12 of Article 3, Articles 9–10 — settlement transactions, receipts, inventory records, and exceptions.
- STS: single tax and military levy rates; STS: USC changes in 2026; STS: exemption for a sole proprietor for whom an employer paid the minimum contribution.
See how stock, documents and payments are connected
The Torgsoft demo lets you reproduce typical store operations and review the data used by an accountant.
- Stock movement Record goods receipts, sales, returns, write-offs, transfers and stocktakes.
- Documents, payments and fiscal receipts Compare stock documents, payment methods, balances and linked fiscal receipts.
- Multiple businesses Review how documents, fiscal registers, accounts and reports are separated between sole traders and legal entities.
Try it with your own example
The demo is available for 30 days. During a consultation, you can check whether Torgsoft fits your accounting workflow.
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