Open representative office in Ukraine

An Expert's View about Investment Opportunities in Ukraine

Last updated: 5 Feb 2011

According to article 1 of the Law of Ukraine "On foreign trade activities" from 16.04.91 N 959-XII the Representative office of the foreign subject of economic activities is an establishment or the person representing interests of the foreign subject of economic activities in Ukraine having proper powers.

The Representative office of the non-resident in Ukraine is a constant place of activity by means of which economic activities of the non-resident on territory of Ukraine are in full or in part carried out. Residents having powers to operate on behalf of the non-resident have civil rights and duties (to conclude contracts on behalf of the non-resident; to store goods belonging to the non-resident, deliver these goods from a warehouse on behalf of the non-resident).

Foreign subjects of economic activities that are carrying out foreign trade activities on territory of Ukraine, have the right to open the Representative office in Ukraine.

Types of foreign trade activities which the Representative office may carry out include:
• Export and import of the goods, capitals and labour;
• Granting of services to foreign subjects of economic activities, including: insurance, consulting, marketing, export, intermediary, broker, agency, consignment, administrative, auditing, legal, tourist and others which directly not forbidden by laws of Ukraine; granting of aforementioned services by foreign subjects of economic activities to subjects of foreign trade activities of Ukraine;
• Scientific and technical, research-and-production, industrial, educational and other cooperation with foreign subjects of economic activities; training and preparation of experts on a commercial basis;
• The international financial operations and operations with securities in the cases provided by laws of Ukraine;
• Credit and settlement operations between subjects of foreign trade activities and foreign subjects of economic activities;
creation by subjects of foreign trade activities of bank, credit and insurance establishments outside of Ukraine; creation by foreign subjects of economic activities of the specified establishments on territory of Ukraine in the cases provided by laws of Ukraine;
• Joint enterprise activity between subjects of foreign trade activities and foreign subjects of the economic activities, including creation of joint ventures of various kinds and forms, carrying out of the general economic operations both on territory of Ukraine, and behind its limits;
• Enterprise activity on territory of Ukraine, connected with granting of licences, patents, a know-how, trade marks and other non-material objects of the property from foreign subjects of economic activities; similar activity of subjects of foreign trade activities outside of Ukraine;
• The organisation and realisation of activity in the field of carrying out of exhibitions, auctions, conferences, symposiums, seminars and other similar actions which are carried out on a commercial basis, with the assistance of subjects of foreign trade activities; the organisation and realisation of wholesale, consignment and retail trade on territory of Ukraine in foreign currency in cases provided by laws of Ukraine;
• Goods exchange (barter) operations and other activity between subjects of foreign trade activities and foreign subjects of economic activities;
• Rent, including leasing, operations between subjects of foreign trade activities and foreign subjects of economic activities;
• Operations on acquisition, sale and exchange at currency, currency stock exchanges and in the interbank currency market;
• Works on a contract basis of physical persons of Ukraine with foreign subjects of economic activities both on territory of Ukraine, and behind its limits; works of foreign physical persons on a contract paid basis with subjects of foreign trade activities both on territory of Ukraine, and behind its limits.

Except specified above activity kinds, subjects of enterprise activity have the right to be engaged in other kinds of activity which directly are not forbidden by laws of Ukraine.


Registration of Representative office in Ukraine

Registration of Representative office is carried out by the Ministry of Economy of Ukraine within sixty working days from the date of submission by the foreign subject of economic activities of registration documents.

According to the Instruction On a procedure for registration of Representative office of foreign subjects of economic activities in Ukraine, the foreign subject of economic activities who is intended to open Representative office on territory of Ukraine, submits to the Ministry of Economy of Ukraine the following documents:
1. The request for the registration.
2. Extract from the trading (bank) register of the country of registration of the foreign subject of economic activities.
3. The inquiry from banking establishment, in which officially the bank account of the foreign subject of economic activities is opened.
4. The power of attorney or another document on realisation of Representative office functions in Ukraine, issued according to laws of country where the office of the foreign subject of economic activities is officially registered.

The specified documents should be attested by notary in a place of their delivery, properly legalized in the consular establishments representing interests of Ukraine if the international contracts of Ukraine do not provide other, and to be accompanied by a translation into Ukrainian which is attested by the official translator.

Documents are submitted to Ministry of Economy of Ukraine not later than 6 months from the date of their delivery in Ukraine. $2500 is charged for opening representative office in Ukraine. Further, the certificate on representative office registration is issued. Decision on refusal in registration can be challenged to court. Data on representative office registration are included into the Register of Representative office which conducts Ministry of Economy of Ukraine.

The Representative office of the foreign subject of economic activities in Ukraine is considered opened from the date of registration.

The Representative office is obliged within a month from the moment of Certificate issuance to register in tax inspection.

The Representative office of the subject of economic activities is not a legal body and is not engaged in independent commercial activity, in all cases it operates for and on behalf of the foreign subject of economic activities specified in the certificate on registration, and carries out functions according to the current legislation of Ukraine. The Representative office of the foreign subject of economic activities in Ukraine can carry out the functions connected with performance of Representative office services only in interests of the foreign subject of economic activities, specified in the Certificate.

The head of Representative office operates on the basis of the power of attorney from the foreign subject of economic activities.

The Representative office is obliged to notify Ministry of Economy of Ukraine in a month on changes in a Representative office management, a Representative office address, structure of foreign employees, etc.

To foreign employees of Representative office of foreign subjects of economic activities of Ministry of Economy of Ukraine within three years have the special cards valid in all territory of Ukraine. The office cards are returned to Ministry of Economy of Ukraine after the termination of powers.

This is only a brief overview of legislative requirements. Recognizing that many complicated factors may be involved in a particular transaction, a legal entity or private person is to consult a suitably qualified professional regarding any specific problem or issue.

Copyright. Marketplace UkrRos LLC - www.kpl.net.ua.


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Posted: 05 February 2011, last updated 5 February 2011

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