Since 24 February 2022, Ukraine’s government has introduced a number of limitations for accessing the Ukrainian companies register in order to protect official data from unauthorised access. In recent days, Ukraine has started adopting various liberalisation measures to assist businesses during wartime. Below we outline the specific state registration procedures related to legal entities.
1. Permitted Registration Actions. The list of permitted registration actions has been expanded to include the following:
- setting up charitable funds and public formations, as well as updating their information and amending their charters;
- setting up limited liability companies, farm enterprises, as well as civil formations for the protection of civil order and the state border;
- changing an entity’s director and other authorised persons (except in the case of public formations);
- changing registered address of a legal entity;
- amending constitutional documents of a legal entity (except for amendments relating to changes in the charter capital, composition of founders, participants and/or the amounts of their participatory interests);
- changing types of economic activities reflected in the register;
- registering state and municipal authorities, enterprises and organisations, as well as banks;
- setting up branches of legal entities, updating their information and liquidation;
- updating information on branches of foreign non-governmental organisations, as well as representative offices and branches of foreign charitable funds; and
- liquidating legal entities.
2. UBO disclosures. During martial law, the requirements for disclosing or confirming information on ultimate beneficial owners (UBO) do not apply, except during the state registration of:
- banks and other providers of financial services (except for operators of postal services); and
- legal entities whose UBOs or shareholders will be (as a result of their registration actions) or are the Russian Federation, Russian citizens or companies.
3. Access to the companies register. Currently, the following regulated individuals have access to information in the companies register (with the ability to access constitutional documents and obtain extracts from the register): (i) the eligible state registrars who can conduct registration actions during martial law; and (ii) notaries whose offices are located in the territories free from armed conflicts. (the list of such territories is approved by the Ministry of Justice from time to time).
In addition, the following temporary state registration procedures remain in place:
- permitted registration actions can be conducted on the basis of the exterritorial principle (i.e. regardless of the legal entity’s registered location);
- registration applications can be submitted by email or other means of electronic communication; and
- state registration documents, which are subject to notarial certification, can be signed in front of a state registrar procuring respective state registration actions.
For more information on Ukrainian state registration procedures, contact your CMS advisor or local CMS expert.
1) Resolution of the Cabinet of Ministers of Ukraine No. 209 “On Certain Matters related to State Registration during Martial Law and Amendments to the Resolution of the Cabinet of Ministers of Ukraine No. 164 dated 28 February 2022” dated 6 March 2022.
2) Resolution of the Cabinet of Ministers of Ukraine No. 364 “On Amending Resolution of the Cabinet of Ministers of Ukraine No. 209 dated 6 March 2022” dated 24 March 2022.
 As reported earlier, only a limited number of officials in the regional state registration departments in Western and Central Ukraine are now conferred with the registration powers, while notaries are temporarily restricted from conducting registration actions.