Executive summary

Information on representative offices (branches) of foreign companies in Ukraine (RepOffices) must now to be included in the Unified State Register of Legal Entities, Individual Entrepreneurs, and Public Formations (UA Company Register), and RepOffices have the option to initiate the transfer of their data from the previous register themselves, rather than waiting for the Ministry of Justice to act.

The Ministry of Justice is charged with completing the transfer of the relevant information from the previous register but has not committed to a deadline for doing so. The legal framework for this transfer has been in place since September 2024.

Until a RepOffice's information is transferred, it cannot update its registered details to reflect changes (e.g., address, business activities, managing bodies).

Further, if changes related to a RepOffice must be registered, disclosure of its ultimate beneficial owners (UBOs) and ownership structure will now be required. In practice, it may be challenging to timely prepare all necessary documents for this purpose, especially if the need to register a change is urgent.

RepOffices may choose to act proactively by initiating the data transfer themselves. Doing so can help provide correct data transfer between the old and new registers, allow immediate compliance with new requirements, enable future changes to registered information, and help avoid operational disruptions. In particular, taking proactive steps should allow sufficient time to gather and submit all required documentation related to the UBOs and ownership structure.

Background

The need to transfer to the UA Company Register stems from broad legislative changes establishing new rules for state registration of the RepOffices in Ukraine (for details, refer to EY Ukraine Legal News, dated 10 October 2023 and 14 September 2024).

Under the law, the Ministry will execute the transfer without any involvement or initiative required from the RepOffices. However, it currently remains unclear when the Ministry-led transfer will occur.

Notably, according to the clarifications provided in a Ministry of Justice letter (No. 122107/8.4.3/32-34, dated 30 August 2024), it appears that the information will require manual transfer, rather than occurring automatically. In this case the process could be time-consuming, especially if the historical information on RepOffices is outdated.

Proactive transfer — process and benefits

RepOffices may proactively apply now to transfer their information to the UA Company Register. This proactive step offers several key benefits:

• Fixed term for transfer: Once an application is filed, the transfer is completed within three business days.
• Transfer accuracy: The RepOffice controls the information submitted, ensuring accuracy and avoiding the need for later corrections (which may not be the case with the transfer conducted by the Ministry).
• Prerequisite for further updates: Any updates to the registered information (e.g., address, business activities, managing bodies) can only be made after the transfer. A proactive transfer removes this roadblock, allowing the business to stay compliant and up to date.
• Disclosure of UBOs and ownership structure: As noted above, when registering changes related to a RepOffice, it is now mandatory to disclose information on UBOs and the ownership structure. Proactively transferring the RepOffice's data can help ensure there is sufficient time to prepare and submit UBO and ownership-structure documentation, which can be challenging to compile on short notice, once a need for registering a change occurs.

Implications

Given these factors, companies with RepOffices in Ukraine should consider initiating transfer of their information to the UA Company Register to help manage compliance and uninterrupted operations.

Affected entities that need assistance or have questions about transferring RepOffice information to the UA Company Register should reach out to an appropriate advisor with experience in corporate compliance matters.