[ESTABLISHING A BUSINESS ENTITY IN UKRAINE] 512
provide documents confirming the relevant changes. Under Ukrainian legislation, the UBO for a legal entity is defined as any individual exercising decisive influence over the activities of the legal entity (including through the chain of control/ownership), which is: • in the case of direct decisive influence – an individual’s direct ownership of at least 25 per cent of the legal entity’s statutory (share) capital or voting rights; • in the case of indirect decisive influence: o at least, an individual’s ownership
In this respect, a person who has formal ownership of 25 or more per cent of statutory capital or voting rights but who is merely a commercial agent, a nominal owner, or a nominal holder, or an intermediary in respect of such rights is not considered to be a UBO. If the LLC does not have a UBO(s), a justified reason for such absence shall be provided. Along with the submission of the ownership structure, it is also required to submit related confirmatory documents, such as extracts on legal entities included to the ownership structure, passports of UBOs, other documents confirming corporate rights of legal entities/persons/trusts/other formations in the ownership structure of the LLC, etc. The founders/participants of a legal entity and/or individuals exercising decisive influence over activities of such legal entity are obliged to provide, upon request of the legal entity, the information needed by the legal entity to submit or update the UBO and ownership structure information in the State Register and also independently notify legal entities of a change of UBO and/or ownership structure of a legal entity within 5 working days from the date of such change. The Ukrainian law also establishes fines for a number of violations related to disclosure of information on UBOs in the amount of up to UAH 340 000 (approximately EUR 8500), e.g. for indicating knowingly false information on the UBO or its absence by persons authorized to perform actions aimed at establishing legal entity or change of legal entity’s participants in documents submitted for respective state registration, failure to provide or untimely provision to the state registrar of information regarding the UBO or its absence by persons authorized to act on behalf of the legal entity, etc. For certain violations, there may also be administrative or criminal liability.
of at least 25 per cent of the legal entity’s statutory (share) capital or voting rights through related persons (both individuals and/or legal entities), trusts or other similar legal forms, or influence through exercising the right of control, possession, usage or disposal of all assets or a share thereof; the right to receive income from the activities of a legal entity, trust or other similar legal form; the right of decisive influence on the formation of composition, voting results of governing bodies, and entering into agreements which enable the determination of the essential conditions of the economic activity of a legal entity, trust or other similar legal form; the right to issue mandatory instructions having a decisive influence on the activities of a legal entity, trust or other similar legal form, irrespective of formal ownership. decisive
o exercising
ILN Corporate Group – Establishing a Business Entity Series
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