Ukraine

General information

Total area: 603,700 sq. km

Population: ~48 million

Principal cities: Kyiv (Kiev), Donetsk, Zaporizhzhya (Zaporozhye), Dnipropetrovs'k (Dnepropetrovsk), Kharkiv (Kharkov), Lviv (Lvov), Odesa (Odessa)

Official language: Ukrainian (although in business Russian is mainly used)

Neighboring states: Russia, Moldova, Belarus, Poland, Romania, Slovakia, Hungary

Currency: Hryvnya (UAH)

Ukraine has focused long ago on closer integration with the rest of the world while preserving its traditional links with the countries of the former Soviet Union. Reflecting its importance and size, Ukraine is a member of the United Nations, the IMF, the World Bank, the EBRD, etc.

Investment policy and investment possibilities:

• Foreign ownership of most types of business is permitted.
• Foreign investments are welcome, especially, those ones involving technology transfer and capital.
• Similar regime of investment and business activity is applicable to local and foreign investors.
• Protection of foreign investments is available under Ukrainian legislation and international treaties.
• As of January 1, 2002 foreign investors can own non-agricultural land in Ukraine.
• Special economic zones grant significant tax concessions for investments.

Possible business structures and corresponding regulations:

• The corporate and management structure is relatively flexible.
• A joint stock company is a legal entity whose capital is divided into a specified number of shares. There are two types of joint stock companies: "open" joint stock company and "closed" joint stock company. Shares of joint stock companies must be registered with the State Commission for Securities and Stock Exchange.
• Limited liability companies require less complex structure. A limited liability company does not have shares. Participants in the company own a percentage of the company's capital.
• To establish a presence in Ukraine representative offices are used although they can be engaged in business activities. The representative office does not constitute a legal entity.
• A joint venture can take the form of a company which has a distinct legal personality or an un-incorporated entity which does not.
• Concessions are allowed in certain fields for the period up to 50 years.
• Preliminary approval from the Antimonopoly Committee may be required for certain acquisitions of shares or assets.
• There is no ceiling regarding the amount of capital a foreign company invests into a Ukrainian company.
• Foreign investments must be registered with the local authorities.

Tax planning:

• Ukraine has developed a wide double tax treaty network.
• Domestic tax treatment applies to foreign corporations and expatriate personnel.
• Dividends, interest and royalties may be freely repatriated.
• Withholding tax of 15% applies to dividends, interest and royalties, but domestic tax law is subordinated to international tax treaties.
• The principal taxes in Ukraine are corporate profits tax, personal income tax, VAT, payroll taxes, excise tax, land tax, tax on owners of motor vehicles and import duties. There are also other taxes and different local taxes that may be levied by the local authorities.

Investment protection & incentives:

• Investment incentives are generally available on an equal basis for both local companies and foreign investors.
• In-kind contributions may benefit from certain tax exemptions. Property (except for goods for re-sale) contributed by a foreign investor to the statutory fund of a Ukrainian entity can be imported free of import duty. Exemption from import VAT is available for fixed assets imported into Ukraine as an in-kind contribution to the statutory fund of a Ukrainian legal entity.
• Exemption from import duties is available in respect of goods traded with ex-USSR countries.

Accounting and financial reporting and banking system:

• The banking system consists of the National Bank of Ukraine and commercial banks. The National Bank of Ukraine (NBU) is the country's central bank that leads a uniform monetary policy and performs bank supervisory functions.
• The law On accounting and financial reporting provides for National Regulations (Standards) on Accounting in Ukraine (NR(S)AU) which are intended not to contradict IAS. Overall, standards combine the concepts found in IAS, but with less interpretative guidance.

Exchange control:

• Export proceeds in hard currency received by a Ukrainian company usually are subject to a mandatory 50% conversion requirement.
• Payments under foreign trade contracts between a resident and a non-resident entity should be in foreign currency only.
• Certain transactions between residents and non-residents require a license from the NBU.
• Foreign loans must be registered with the NBU.
• Payments in foreign currencies between residents of Ukraine are prohibited.
• Ukrainian companies usually must receive payment for exported goods, and obtain pre-paid imported goods within the period of 90 days.

Each businessman considering starting a business, first, is thinking about investment issues. The Law On Investment Activity adopted in 1991 still serves to be a sort of investment “constitution". This Law defined the investments as any types of values being contributed to a business and generating profit. The subsequent Law On Regime of Foreign Investments of 1996 (effective up today) introduced the national regime of currency regulation and taxation for all business entities with foreign investments.

The effective Economic Code and Law On Regime of Foreign Investments define a company with foreign investments as any enterprise established under the Ukrainian laws where the foreign investment constitutes at least 10% in the share capital. The only available tax benefit applicable to companies with foreign investments relates to the in-kind contributions of foreign investments (fixed assets) to the share capital of such companies (such contributions can be imported into the Ukraine customs duty free). The VAT exemption in respect of contribution of fixed assets to share capital of a company is applicable to all types of investments. Apart from the benefits specified above, the foreign investments are eligible to the state guarantees which include (a) ban on nationalization, compensation of losses resulting from improper execution by the state bodies or officials of their functions as to a foreign investment or a company with its participation; (b) a return of foreign investment in case of termination of the investment activity and transfer of incomes resulting from the investment. The companies with foreign investments as well as foreign companies can buy the non-agricultural land.

There is a number of special economic zones in Ukraine providing for attractive benefits in case of investments, such as exemption from corporate profit taxation or a reduction of tax rate, attractive VAT and customs regime, reduced withholding tax rate, a liberal currency control regime. The scope of benefits is granted to each specific zone by a specific law. Such law also provides for a corresponding accessing procedure.

The international treaties to which Ukraine is a signatory represent a part of the Ukrainian legislation and as such can be applied alongside with the provisions of the law. The international treaties connected with the investments may be distinguished as follows: treaties, which determine international legal regime of economic ties including investment activity; treaties on promotion and mutual protection of the investments; treaties, connected with the movement of capital; treaties on avoidance of double taxation; treaties, connected with the settlement of the investment disputes. The more frequently used treaties are the conventions on avoidance of double taxation.

So, the Ukrainian legislation together with the applicable international treaties creates a profound legal basis for the development of business which always starts from investments.