How to open a legal entity in Ukraine?

How to register an LLC in Ukraine in 2026

A Limited Liability Company remains the basic form for small and medium-sized businesses when a separate legal entity, joint business with several participants, investment attraction, work with large contractors, participation in tenders, or conduct of activities for which a sole proprietorship is not suitable for practical or regulatory reasons, is required. An LLC is liable for its obligations with its own property, and participants, as a rule, risk within the limits of their contributions to the authorized capital. The number of participants is not limited by law. (Law of Ukraine)

Where to start before submitting documents

First, it is necessary to determine the composition of the founders, management model, name, address, size of the authorized capital, types of activities, director, accounting procedure, and taxation system. If there are several founders, they can conclude a company foundation agreement, where they record the procedure for joint actions, capital size, shares, and terms for making contributions. The actual decision to create an LLC is formalized by a founder's decision or minutes of the general meeting of founders. (Law of Ukraine)

The name of the LLC must necessarily contain the organizational and legal form, i.e., the words "limited liability company" or the abbreviation "LLC". The company may have a full and abbreviated name in Ukrainian, as well as a name in a foreign language. The procedure for forming a name is determined by the Law on LLCs and the requirements of the Ministry of Justice for writing the names of legal entities. (Law of Ukraine)

Separately, you should decide whether the company will operate on its own charter or a model charter. The own charter is convenient when the participants want to individually prescribe management rules, withdrawal from the company, decision-making procedures, pre-emptive rights, restrictions for the director, and other corporate mechanisms. The model charter is convenient for a quick launch: it is approved by the Cabinet of Ministers, is multi-variant, and the specific parameters of the future LLC are chosen by the founders in the decision to create. (Law of Ukraine)

The authorized capital of an LLC does not have a minimum general threshold, unless a special law establishes otherwise for a specific type of activity. The contribution can be money, securities, and other property. If the contribution is not monetary, its monetary valuation is approved by the unanimous decision of all founders. Each participant must fully make their contribution within six months from the date of state registration, unless another period is established by the charter. If the contribution is not made on time, the executive body is obliged to send a written warning and provide an additional period, but not more than 30 days. (Law of Ukraine)

You also need to immediately determine who will be the director and how accounting is organized. The law allows assigning accounting to the head, an in-house accountant, an accounting service, or an external specialist or company. For a newly created legal entity that is not registered as a VAT payer upon creation, information about the person responsible for accounting is submitted to the tax office on form No. 1-OPP within 10 days after registration. If there is no separate accountant, the director is indicated as the responsible person in the form. (Law of Ukraine)

Where and how to register an LLC

State registration can be completed through the ASC, a state registrar, a notary, or online. Online registration via Diia is available for creating an LLC on a model charter. For certain applications, automatic registration is possible: if the technical and legal conditions of the service are met, the result can be obtained in about 10 minutes; if automatic registration does not apply, the documents are considered by a state registrar in the general manner. Foreigners cannot create an LLC through Diia and must apply offline. (Diia)

State registration of the creation of a legal entity is free of charge. The general period for considering documents is within 24 hours after receipt, excluding weekends and holidays; in the practical description of the services, this is presented as a period of one working day. After entering the information into the USR, the applicant receives the registration result and can generate an extract. (Diia Guide)

What documents are needed

The basic package depends on whether the company is created on its own charter or a model one. Typically, an application for state registration of the creation of a legal entity, the founder's decision or the founders' minutes, the charter — if an own charter is chosen, as well as information about the ultimate beneficial owner and ownership structure, when such data are subject to entry, are submitted. If the documents are submitted by a representative, a document regarding their authority is attached. An application for the application of the simplified system, registration as a VAT payer, or inclusion in the Register of Non-Profit Institutions can be submitted together with the registration application. (Diia Guide)

If an LLC is created on its own charter, the first edition of the charter is signed by all participants, and the authenticity of the signatures on the charter is notarized. The law requires the charter to contain at least the full and abbreviated name of the company, management bodies, their competence, decision-making procedures, as well as the procedure for joining and withdrawing from the company. Other provisions that do not contradict the law can be included in the charter. For the model charter, these requirements do not apply in the same form, because the rules are already established by the government, and the founders choose the appropriate options through the decision to create. (Law of Ukraine)

Special attention should be paid to the data about the ultimate beneficial owner. If such information changes after registration, the legal entity must submit updated information to the state registrar within 30 working days from the date the changes occurred. This obligation cannot be ignored, as it directly affects the corporate and compliance security of the company. (Law of Ukraine)

Which taxation system to choose

The general and simplified taxation systems are available for LLCs, but the right to the simplified system depends on the type of activity and compliance with the requirements of the Tax Code. Under the general system, the basic corporate income tax rate is 18 percent. If the company wants to be a single tax payer, for legal entities it usually means the third group. The basic rates for the third group are 3 percent of income if VAT is paid separately, or 5 percent of income if VAT is included in the single tax. For a newly created legal entity that chooses the third group from the date of state registration, tax explanations explicitly indicate a rate of 5 percent. At the same time, special restrictions apply to certain types of activities: for example, from January 1, 2026, security subjects cannot apply the simplified system as single tax payers. (Law of Ukraine)

If the business plans to work with VAT, two scenarios should be considered. The first is voluntary registration as a VAT payer, which can be claimed even during the creation of the company. The second is mandatory registration if the total amount of taxable transactions for the supply of goods or services over the last 12 calendar months exceeded 1,000,000 hryvnias excluding VAT. In this case, the registration application is submitted no later than the 10th day of the month following the month of exceeding. (kherson.tax.gov.ua)

What needs to be done immediately after registration

The fact of state registration does not mean that a company can automatically conduct any business. If the activity is licensed or requires a permit, it is possible to work only after obtaining the corresponding right. The general licensing procedure is regulated by the Law on Licensing Economic Activities, and a special law applies to alcohol, tobacco, electronic cigarette liquids, fuel, and certain related areas. As a general rule, an entity can start a licensed type of activity from the day an entry is made in the licensing register regarding the decision of the licensing authority. The grounds for suspending or canceling licenses depend on the specific type of activity and the specialized law. (Law of Ukraine)

If an LLC accepts cash, card payments, via internet acquiring, or other settlement operations in trade, public catering, or services, it generally must use an RRO (cash register) or PRRO, conduct transactions for the full purchase amount, and issue a settlement document of the established form to the buyer. There is no general exception for legal entities like there is for first-group sole proprietors. From August 1, 2025, standard financial sanctions apply for violating the rules of RRO/PRRO usage: 100 percent of the value of goods, works, or services sold with a violation for the first violation, and 150 percent for each subsequent one. (Law of Ukraine)

If the company hires employees, before the actual admission to work, it is necessary to formalize an employment contract or an order of employment and submit a notice of employee hiring to the tax office. Admission to work without proper registration creates significant fine and labor risks. (Law of Ukraine)

For offline trade, it is important to organize the point of sale properly. There must be information about the name of the business entity on the facade or near the entrance, and the operating hours in a visible place. For goods sold to the public, rules on price tag execution apply. If state price regulation applies to certain products, violations can entail the seizure of unfoundedly received revenue and fines expressly provided by the law on prices and pricing. (Law of Ukraine)

If an LLC sells non-food products, especially imported or technically regulated ones, it is necessary to check the requirements for labeling, instructions, conformity documents, and the obligations of the manufacturer, importer, or distributor. It is at this stage that many companies mistakenly believe that it is enough just to register a legal entity and start selling goods. In fact, market surveillance checks not only the product itself but also accompanying documents, markings, and product safety. (Law of Ukraine)

If the LLC operates via a website, marketplace, or app

For e-commerce, the law requires the seller to provide the buyer with a direct, simple, and stable opportunity to get information about themselves: full name, location, email address, and other contact details. The consumer must receive necessary, accessible, reliable, and timely information about the product, main characteristics, price, payment procedure, delivery, guarantees, consideration of claims, and other essential terms. For remote sales, this is not a formality, but a mandatory condition for legal operation. (Law of Ukraine)

If the website or app collects customers' personal data — for example, name, phone number, delivery address, email address, order history — the company must have a legal basis for processing such data, a defined purpose of processing, comply with the requirements for accuracy, relevance, and data protection, as well as properly inform the person about the rules of such processing. For many online stores, this means the need to have a correct privacy policy and internal rules for working with data. (Law of Ukraine)

If a business sells digital content or digital services — for example, access to software, an online service, subscriptions, electronic courses, or files — in addition to general consumer legislation, a special law on digital content and digital services applies. It establishes separate rules regarding quality, provision, updating, conformity of digital content to the contract, and consumer rights in case of defects. (Law of Ukraine)

Програма обліку товару для інтернет-магазинів, крамниць, торгових точок, складів та виробництва