Two Sole Proprietors in One Store: Premises, Goods, Sales Staff, and Payments

Two individual entrepreneurs (FOPs, the Ukrainian abbreviation for individual entrepreneurs) can trade from the same premises in Ukraine. Each needs a valid right to use the premises, their own documents for the goods, separate income records, and properly registered employees. Customers must be able to tell which entrepreneur is selling an item, receive a sales receipt issued by that seller, and pay that seller directly.

Before opening, decide how the arrangement will work: will each FOP sell their own goods independently, or will the participants genuinely conduct joint activity under a contract? For two independent sellers, agree on use of the sales floor and storage area, check tax restrictions, have each seller file their own Form No. 20-OPP notification, and set up separate cash register equipment (RRO) or software cash registers (PRRO) if their transactions require them. One computer can serve different entrepreneurs when configured correctly, but each seller must retain their own fiscal registration and accept payment for their own goods.

Decide how the entrepreneurs will work together

If one FOP buys and sells clothing and the other sells accessories, and each pays their own suppliers and receives their own sales revenue, this can be arranged through agreements covering use of the premises and equipment, and specific services. Sharing a retail space and agreeing how to divide rent costs do not, by themselves, mean that the entrepreneurs must enter into a joint activity agreement. The legal arrangement must still reflect the actual agreement: who buys and manages the goods, incurs expenses, and receives the proceeds.

Under Articles 1130–1131 of the Civil Code of Ukraine, participants in a joint activity undertake to act together to achieve a defined purpose without creating a legal entity. The agreement must be in writing. It may provide for pooling contributions or for activity without pooling them. If participants pool contributions and work together for profit, the rules on a simple partnership apply.

Under Article 1138 of the Civil Code, participants in a simple partnership connected with business activity are jointly and severally liable for all joint obligations. This means a creditor may demand performance of the entire joint obligation from all participants together or from any one of them individually. Articles 1134–1139 also govern jointly held property, participants’ authority, access to documents, expenses, losses, and profit sharing. Before signing such an agreement, consult a lawyer and an accountant to check that its consequences fit the store’s planned operations.

The tax treatment of an agreement depends on its terms and the transactions carried out. Clause 64.6 of the Tax Code of Ukraine provides for registration of agreements to which the Code’s special rules for taxing joint activity apply. Agreements outside those rules are not registered separately, and each participant meets their own tax obligations. Subparagraph 180.1.4 includes the person who records the results of joint activity among value-added tax (VAT) payers; the specific grounds for registration must be assessed for the chosen arrangement. Signing an agreement does not automatically exempt anyone from tax or require every participant to register as a VAT payer.

Check each FOP’s tax group

Sharing an address does not change the tax regime requirements for an entrepreneur. Each FOP must independently monitor their income, number of employees, business activities, and restrictions on the goods they sell. The main rules for retail trade are set out in clauses 291.4–291.5 of the Tax Code.

For the Group 2 limit of 10 employees, subparagraph 291.4.1 of the Tax Code provides exceptions: the entrepreneur does not count employees on maternity leave, employees on childcare leave until the child reaches the age specified by law, or employees called up for military service during mobilization for the special period. Check the documents confirming the relevant grounds when determining each FOP’s employee count.

Pay special attention to services provided between partners. For example, if a Group 2 FOP provides warehousing services to an entrepreneur under the general tax regime, or leases them floor space as part of their business activity, restrictions on who may receive those services must be considered. For the sale of goods, clause 291.4 does not impose the same restriction based on the buyer’s tax status. Before transactions begin, agree on the relevant business activities and the information in the single tax payer register.

For entrepreneurs under the simplified tax regime who lease real estate, subparagraph 291.5.3 sets limits on total area: land plots — 0.2 hectares; residential premises and parts of them — 400 m²; non-residential premises, structures, buildings, and parts of them — 900 m². Each entrepreneur must check the total area they lease out, not just the arrangement they have with the other shop owner.

Free use of equipment or premises also requires a separate tax assessment. Under the conditions it specifies, clause 292.3 includes in a single tax payer’s income the value of goods, work, and services received free of charge, including under written agreements without compensation or return. It also covers goods received for safekeeping and then used. For property that must be returned and related free services, check the specific terms of the agreement. Calling an arrangement “free use” does not, by itself, establish that there is no taxable income.

Practical recommendation: link each seller to their goods and the documents showing how they acquired them. If one FOP is nearing the income limit, routing their sales through another entrepreneur without properly documenting the transfer does not transfer ownership of the goods or correct the accounting. Any change in supplier, owner, or seller must be documented as a genuine business transaction.

Give each entrepreneur the right to use the premises

Two sellers can use different contractual arrangements. The documents should make clear the basis on which each FOP uses the sales floor, storage area, checkout area, and shared passageways. They do not need to buy separate shares of the real estate.

• The owner leases the premises to both FOPs. They can sign one agreement with two tenants or separate agreements. The terms should define each area and shared-use areas, each tenant’s obligations, and how payments are made.
• One FOP leases the premises and gives part of it to the other. A clear sublease agreement is required. Under Article 774 of the Civil Code, a sublease requires the landlord’s consent unless the agreement or law provides otherwise, and its term cannot exceed the term of the main lease.
• The premises belong to one of the entrepreneurs. The owner documents the other FOP’s right to use the premises and specifies which areas and shared zones the owner continues to use.

There is no general rule that leasing the entire premises means only one FOP may operate there. Problems arise when an agreement grants one person exclusive use of the entire property but, in practice, others use it without a proper legal basis. To avoid this, attach a floor plan showing the boundaries of each area, mark shared spaces, and agree on access to them.

Under Articles 793–795 of the Civil Code, a lease of a building, another permanent structure, or a separate part of either must be in writing, and handover and return must be documented in the relevant acceptance and return certificates. A lease of private real estate for three years or more must be notarized; a right to use property under an agreement for a term of at least three years must be registered with the state.

For state and municipal property, Article 793 requires notarization for terms exceeding five years, while Article 794 provides a separate exception to registration of the right under agreements concluded following an electronic auction. Check these requirements against the term, method of execution, and ownership of the specific property.

The agreement should also define use of the adjoining land, access for deliveries, and the rent calculation. Articles 796–797 of the Civil Code link a building lease to use of the necessary land and require that this use be taken into account in the rent. Agree separately on payment for utilities, repairs, and damage so that each entrepreneur can verify the basis for every charge.

Each FOP files their own Form No. 20-OPP

One entrepreneur’s notification about the store does not replace the other’s. Under clause 63.3 of the Tax Code and clause 8.4 of Section VIII of the Procedure for Taxpayer Registration, approved by Order No. 1588 of the Ministry of Finance, each FOP files a Form No. 20-OPP notification with the tax authority at their primary place of registration within 10 business days after registering, creating, or opening their own business location. The notification must include properties the entrepreneur owns, rents, or rents out.

Determine the relevant event and its date based on the actual documents and circumstances of use: the agreement, handover certificate, and opening of the premises. Before registering a PRRO, check in the Electronic Cabinet that the business location is listed for the correct FOP. Clause 8.5 of Procedure No. 1588 requires updated information about changes to the premises to be filed in the same manner and within the same time limits.

If the store is in an administrative-territorial unit where the entrepreneur is not yet registered with the tax authority, they must also register at a secondary place of tax registration in the location of the store. Clause 8.3 of Procedure No. 1588 sets this requirement, and clause 63.3 of the Tax Code requires filing the notification within 10 business days after the premises open. Each FOP must check compliance with this obligation separately.

Separate goods, documents, and stocktake results

A shared storeroom is practical only if staff can identify who owns each item. We recommend that the purchasing documents name the actual buyer, that deliveries be recorded separately for each entrepreneur, and that the link between goods and their documents be retained. One carrier can deliver orders for both entrepreneurs, but a shared delivery does not change the recipients named in the shipping documents.

Agree on internal storage procedures for all goods, even if an entrepreneur is exempt from the statutory stock record form. Use separate shelves or areas, batch markings, or internal owner labels. The same barcode identifies the product, but by itself does not show who owns a particular item in stock.

Illustrative example. The storeroom contains 15 identical packages: according to the documents, 9 belong to the first FOP and 6 to the second. After three packages belonging to the first entrepreneur are sold, the stock should be 6 and 6 respectively, 12 in total. If a staff member mistakenly records the sale under the second FOP, the total will also drop to 12, but the allocation by owner will be wrong. Checking only the total stock is therefore not enough.

During a stocktake, count and record the stock of each owner separately. If one FOP has a surplus and the other a shortage, first check deliveries, sales, returns, and transfers. Offsetting those discrepancies against each other without finding the cause may conceal a transaction recorded under the wrong seller. Transferring goods between entrepreneurs requires a separate contractual basis and documents; an internal transfer between warehouses belonging to the same owner does not replace them.

If one FOP sells goods to another and uses Group 1, 2, or 3 of the single tax, payment for the goods shipped must be made exclusively in cash or cashless form under clause 291.6 of the Tax Code. Barter and offsetting mutual claims are not acceptable forms of payment.

Who must keep the stock record form

The obligation to keep statutory stock records is set out in clause 12 of Article 3 of Law No. 265/95-VR on the use of RROs. The requirement does not apply to FOPs who are single tax payers and are not registered as VAT payers, except entrepreneurs who sell technically complex household goods subject to warranty repair, medicines, medical devices, jewelry and household articles made of precious metals, and the types of stones specified in that provision. So the fact that two FOPs operate in one store does not, on its own, require either of them to keep this special form.

Entrepreneurs subject to this requirement must follow the Procedure for Keeping Records of Stock, approved by Ministry of Finance Order No. 496 of 03.09.2021. Each such FOP keeps their own form, on paper or electronically, records incoming stock using source documents before the goods go on sale, and keeps the form and documents available at the point of sale. If the entrepreneur already has stock on the date the record-keeping obligation takes effect, the first entry records the stock on hand based on an inventory list they prepare themselves.

The list must state the product names, quantities and units of measure, and values determined by the entrepreneur. If there is no stock, no such first entry is made. If there are multiple points of sale, records must also be kept separately for each one.

Entries in this form do not duplicate every sale recorded through an RRO or PRRO: clause 3 of Section II of Procedure No. 496 excludes those sales from the stock disposal column. Source documents must contain enough information to identify the supplier and recipient, transaction date, product name, quantity, and value. There is an exception for documents covering the destruction, loss, or use of goods for the entrepreneur’s own needs: the supplier and recipient details are omitted, and the value is stated at the purchase price supported by the stock records. The recommended internal separation of stock between FOPs helps track ownership, but does not replace compliance with Procedure No. 496 when it applies.

Set up sales so customers know who is selling to them

Before accepting payment, the cashier must identify which FOP is selling each item. We recommend identifying the seller by the relevant merchandise area or in information visible to customers, and training staff to explain how a purchase is divided. A shared store name alone does not tell customers who they are paying or whom to contact about a return.

For ordinary cash or card payments in a shop, the requirements of Articles 2–3 of Law No. 265/95-VR apply: the full transaction amount must be processed through a properly registered RRO or PRRO, and the customer must receive a paper or electronic receipt. However, the law includes exceptions, including those in Article 9, and clause 296.10 of the Tax Code exempts Group 1 single tax payers from using an RRO or PRRO. Whether an obligation applies depends on the transactions and circumstances of each entrepreneur.

If both independent sellers use PRROs, each registers their own register for their own business location and submits information about the electronic signatures of the people authorized to use it. The Procedure for PRRO Registration and Use, approved by Ministry of Finance Order No. 317, provides for Form No. 1-PRRO and Notice No. 5-PRRO. To share a computer, both entrepreneurs must also have a documented right to use it: a PRRO may be used on a device owned, possessed, or used by the relevant business entity.

Each PRRO has its own fiscal number and shift. Only one shift can be open on a PRRO at a time; one entrepreneur’s shift does not cover the other’s sales. If payment or refund transactions take place, daily fiscal report receipts must be generated under Law No. 265/95-VR and Procedure No. 317.

1. The cashier identifies the owner of each item using the stock records and the actual documents.
2. Before payment, the cashier tells the customer if the purchase will be processed by two sellers, with separate receipts and payments.
3. The cashier processes each FOP’s goods through that FOP’s RRO or PRRO and accepts the relevant amount on that entrepreneur’s behalf.
4. The cashier provides both receipts and checks that every part of the purchase has been recorded.
5. For a return, the cashier finds the original sale and processes the transaction under the seller who sold the item.

Illustrative example. A customer chooses an item costing UAH 800 from the first FOP and an item costing UAH 300 from the second. The total is UAH 1,100, but each seller processes their own transaction: one for UAH 800 and the other for UAH 300. For a card payment, check that both payments went through and that two fiscal receipts were issued. If the second payment fails, successful payment to the first FOP does not confirm payment for the second seller’s goods.

Set up cashless payments for each seller

Payments for an FOP’s goods must go to that FOP. For card payments, arrange separate acquiring services for each entrepreneur with the bank: separate terminals or a compatible device set up for multiple merchants. Check that the entrepreneur, their bank account, and their merchant identifier in the acquiring system match. Crediting all sales to one partner, who then divides the money informally, does not provide separate accounting for two independent sellers.

Cabinet of Ministers of Ukraine Resolution No. 894 of 29.07.2022 sets out the obligation to provide the option of cashless payments. The deadlines have passed for ordinary stores: from January 1, 2023, in settlements with more than 25,000 residents; from January 1, 2024, in settlements with 5,000 to 25,000 residents; and from January 1, 2025, in settlements with fewer than 5,000 residents. The requirement is to make cashless payment possible, including through payment apps or devices.

A different deadline applies to Group 1 single tax payers, vending machine sales, mobile and off-site sales, and sales of produce grown or livestock raised by the seller: three months after martial law ends or is revoked. Under clause 2 of the Resolution, the requirement does not apply to sellers operating in communities in areas of hostilities, temporary occupation, encirclement, or blockade that are included on the list specified in that clause. The exemption also applies for three months after hostilities end in the relevant area and/or it is de-occupied or freed from encirclement or blockade. Check whether the exception applies to each FOP’s actual place of business.

Practical check: For each seller, reconcile card sales and returns against acquiring records and deposits to their bank account, accounting for the fees and settlement times in the bank agreement. It is also advisable to keep and hand over each entrepreneur’s cash separately, recording the amounts. This helps identify mistakes in selecting the seller or account.

Properly register the actual work of sales and warehouse staff

One person may have employment relationships with several employers, subject to the applicable limits. This is permitted by Article 21 of the Labor Code of Ukraine. If a salesperson works for both FOPs, each employer must separately register the person’s employment, define their duties, schedule, and pay, and keep accurate records of the work performed.

For the main job and secondary employment, arrange actual working hours that do not overlap. For example, an employee may serve the first FOP’s department in one part of the day and the second FOP’s department in another, if that is how the store actually operates. If both departments need to sell goods throughout the day at the same time, the store needs appropriate staffing. Formal contracts with different schedules do not reflect the situation if one person in practice serves both sellers continuously.

Under Article 24 of the Labor Code, an employment contract with an individual must generally be in writing. However, while martial law is in effect, Part 1 of Article 2 of Law No. 2136-IX of 15.03.2022 allows the parties to agree on the form of the employment contract. We recommend documenting the terms in writing in either case when there are two employers, so the employee and entrepreneurs can verify the boundaries of duties and working hours.

Before work begins, each FOP must formalize the employment contract by an order or directive and comply with the notice requirement to the State Tax Service of Ukraine (STS). The procedure is set out in Cabinet of Ministers of Ukraine Resolution No. 413 of 17.06.2015. Information about a cashier’s electronic signature for a PRRO is submitted separately: this is technical authorization to use the register and does not replace employment registration.

One entrepreneur may provide the other with genuine services for accepting, storing, or moving goods. The agreement should then identify the goods and operations, responsible people, acceptance documents, and how losses will be reimbursed. Check the service provider’s tax group and whether they may provide services to this customer. A general agreement to help in the storeroom does not, by itself, formalize someone’s actual day-to-day work as the second FOP’s cashier.

If the assortment includes alcohol or tobacco products

Before dividing this assortment, separately check whether each entrepreneur may use their chosen tax regime and sell the specific products. Subparagraph 291.5.1 of the Tax Code generally prohibits single tax payers from selling excisable goods, but includes exceptions, including retail sales by FOPs of beer, cider, perry without added alcohol, and table wines. These exceptions do not automatically apply to other alcoholic drinks or tobacco products.

One partner’s licence does not authorize the other FOP to sell licensed products in their own name. Each seller must check their own authorization for the relevant type of trade, place of business, and related cash register data under Law No. 3817-IX of 18.06.2024. Article 42 links the granting of a licence, among other things, to tax registration and notification of business locations. Agree on how shelves, documents, and receipts will be divided before sales begin.

The requirement for a retail area of at least 20 m² in clause 51 of Part 1 of Article 1 of Law No. 3817-IX applies to premises where alcoholic drinks are sold at retail, subject to specified exceptions. In particular, it does not apply to trade limited to beer, cider, and perry without added alcohol, and the types of naturally fermented fruit and berry juice drinks specified in that provision, with strength no greater than 8.5% and no added alcohol. For the specific assortment, check that the relevant seller’s place of sale meets the requirements.

When planning staffing and costs, also take into account Parts 13–14 of Article 42 of Law No. 3817-IX: relevant retail licensees must meet minimum average monthly salary requirements, while FOPs without hired employees must meet a threshold for total monthly taxable income. The standard minimum is two minimum wages set as of January 1 of the reporting year. A lower minimum of 1.5 minimum wages applies if all of the licensee’s retail locations are outside settlements that are administrative centers of oblasts, the cities of Kyiv and Sevastopol, at a distance of 50 km or more from them, and have sales floors of up to 500 m².

Each licensee must calculate these figures separately. Under Part 13 of Article 42, average monthly salary is determined from the tax calculation data: the total accrued wages, payment for the first five days of temporary incapacity for work, and temporary incapacity benefits is divided by the number of insured persons who received accrued wages in the reporting period, excluding persons receiving military or equivalent service pay.

So, if a salesperson works part-time for each FOP, check this indicator separately for each entrepreneur: setting a salary at two minimum wages by itself does not ensure compliance.

When a salesperson works part-time for two FOPs, each employer’s indicator includes only the salary that employer accrued to the employee, so each licensee must separately check compliance with the applicable minimum. Under paragraphs 49–50 of Part 2 of Article 46 of Law No. 3817-IX, a licence may be terminated if the relevant average monthly salary requirement—or, for an FOP without hired employees, the total monthly taxable income threshold—is not met for three consecutive full calendar months while the licence is in effect. The breach must be established by the supervisory authority during an inspection of compliance with the Law and recorded in the inspection report.

Accounting for two FOPs in Torgsoft: separate stock, receipts, and payments

For multiple FOPs using one checkout workstation, the official Torgsoft instructions require an “Ultra” or “Terminal” licence and the paid “Software RRO” option, with a one-year licence for each checkout workstation; “Start” does not support this arrangement. Create each FOP as a separate “Enterprise” (the Ukrainian interface label is «Підприємство»), link their accounts and their own registered PRRO, and configure the accounts for the relevant bank terminal merchants.

The PRRO option is activated for the number of workstations where registers will be used, as confirmed by the official guide to adding a PRRO. Payment requires separate terminals for each entrepreneur or a compatible terminal connected to the accounts of different FOPs. Automatic data exchange between Torgsoft and a bank terminal also requires the separate paid “Bank terminal integration” option. The official licence comparison lists a one-year term for this option.

Choose the accounting model based on the actual allocation of goods. Linking “Product type” (the Ukrainian interface label is «Вид товару») to an enterprise allocates sales by whole categories, for example, clothing for one FOP and accessories for the other. If the same item belongs to both, “Keep warehouse stock by enterprise” mode (the Ukrainian interface label is «Вести склад за підприємствами») splits quantities within the same product record; when multiple owners have the item in stock, the correct owner must be selected at the time of sale.

Do not use these two methods at the same time. The “Enterprise” field (the Ukrainian interface label is «Підприємство») in the goods receipt document lets you separate incoming stock and supplier settlements, while the enterprise-specific warehouse setting also separates current stock.

Before switching, create a backup and identify stock owners from the documents. Old stock not assigned to an enterprise does not automatically become the goods of a new FOP: there is a separate procedure for zeroing out unallocated stock and entering verified quantities for each enterprise. After setup, check a mixed purchase, sequential payments to both FOPs’ accounts, separate fiscal receipts, and a return to the original seller. Check accounting scenarios on a copy of the database; receipts in PRRO test mode are non-fiscal and do not record an actual sale. Torgsoft settings help separate transactions, but each entrepreneur must independently document goods ownership, tax accounting, licences, and employment relationships.

What to agree in writing and check before opening

For two independent sellers, prepare an agreed operating procedure that matches the contracts and actual processes. The items below are a practical checklist to work through with your partners. They can be addressed in the lease or sublease, service and equipment-use agreements, and staff instructions.

• Premises and equipment. Define each FOP’s area, shared spaces, access, the right to use the checkout computer, repairs, and return of property.
• Expenses. Specify who pays each bill, how costs are allocated, what supporting documents are required, and payment deadlines. Split costs in half only where that is what you have actually agreed.
• Goods. Define procedures for receiving, marking ownership, storing, taking stock, handling returns, and documenting transfers between entrepreneurs.
• Staff. Record the employers, actual schedules, access to cash registers and documents, staff replacement procedures, and handover of cash.
• Customers. Agree how the seller is identified before payment, how receipts are issued, how customer inquiries are handled, and how goods are returned to the relevant FOP.
• Errors and damage. Specify who checks an incorrect receipt or payment, records corrections, investigates shortages, and compensates for documented losses.
• Ending the arrangement. Provide for a final stocktake, settlement of accounts, removal of goods, return of equipment, revocation of access, and retention of required documents.

Before the first working day, trace one item from each FOP from the supplier’s document and storage location through seller selection, payment, and receipt. Then check a mixed purchase and a return. If a staff member cannot identify who owns an item, choose the correct PRRO, or explain to the customer who receives the payment, fix that process first.

Official legal sources

• Civil Code of Ukraine No. 435-IV of 16.01.2003 — Article 774, Articles 793–797 and 1130–1139: sublease, real estate leases, and joint activity.
• Tax Code of Ukraine No. 2755-VI of 02.12.2010 — clauses 63.3, 64.6, subparagraph 180.1.4, clauses 291.4–291.6, 292.3, 296.1, and 296.10: registration of business locations, joint activity, simplified tax regime requirements, and income accounting.
• Law of Ukraine “On the Use of Cash Register Equipment in Trade, Public Catering, and Services” No. 265/95-VR of 06.07.1995 — Articles 2–3 and 9, including clause 12 of Article 3 on stock records and exceptions.
• Ministry of Finance of Ukraine Order No. 317 of 23.06.2020, “On Amendments to Ministry of Finance Order No. 547 of 14 June 2016” — the Procedure for PRRO registration, register maintenance, and use approved by the Order, Sections II and IV.
• Ministry of Finance of Ukraine Order No. 1588 of 09.12.2011, “On Approval of the Procedure for Registration of Payers of Taxes and Fees” — clauses 8.1–8.5 and 8.8 of Section VIII: Form No. 20-OPP notification.
• Ministry of Finance of Ukraine Order No. 496 of 03.09.2021, “On Approval of the Procedure for Keeping Records of Stock for Individuals—Entrepreneurs, Including Single Tax Payers” — Sections I–II and the record form in the appendix.
• Cabinet of Ministers of Ukraine Resolution No. 894 of 29.07.2022, “On Setting Deadlines by Which Sellers Must Provide the Option of Cashless Payments…” — clauses 1–2: deadlines and exceptions.
• Labor Code of Ukraine No. 322-VIII of 10.12.1971 — Articles 21, 24, and 102-1: employment agreements, admission to work, and secondary employment during time free from the main job.
• Law of Ukraine “On the Organization of Labor Relations under Martial Law” No. 2136-IX of 15.03.2022 — Articles 1–2: application of special rules and form of employment contract.
• Cabinet of Ministers of Ukraine Resolution No. 413 of 17.06.2015, “On the Procedure for Notifying the State Tax Service and Its Territorial Bodies of the Hiring of an Employee (Domestic Worker), Conclusion of a Gig Contract, or Termination of an Employment Contract with a Domestic Worker” — notification procedure and Appendix 1.
• Law of Ukraine “On State Regulation of the Production and Circulation of Ethyl Alcohol, Alcohol Distillates, Bioethanol, Alcoholic Beverages, Tobacco Products, Tobacco Raw Materials, Liquids Used in E-Cigarettes, and Fuel” No. 3817-IX of 18.06.2024 — clause 51 of Part 1 of Article 1, Article 42, and paragraphs 49–50 of Part 2 of Article 46: place of sale, requirements for licensees, and grounds for termination of a licence for failure to meet salary or income requirements.