1. Investment promotion organizations
2. Restrictions on foreign capitals
3. Promotions for foreign capital
4. Tax and export-import regulations systems
5 . Regulations on foreigners' employment, obtaining permission (to stay and work), employment of Ukrainians by foreign companies
6. Regulations of intellectual property
7. Procedures and necessary documents for foreign company establishment

1. Investment promotion organizations

InvestUkraine (IU) is the only state investment promotion organization in Ukraine. Founded with the support of the Government of Ukraine in August 2005, InvestUkraine is an independent non-profit investment agency of Ukraine. IU is a liaison between the Government and prospective and current investors.

IU also promote Ukraine as an investment destination worldwide through networking, conferences and events, media relations, Ukraine's diplomatic missions abroad, and creative leadership. InvestUkraine, located in Ukraine's capital Kyiv, features a multilingual staff, and reports to an external Supervisory Board composed of members from the public and private sectors.


2. Restrictions on foreign capitals

As regards restrictions on investment activities, two categories of restrictions must be distinguished:

(i) Some restrictions on investments are applicable to both foreign investors and domestic investors. Certain types of business activities may only be pursued by state owned enterprises (e.g. production of banknotes, ammunition etc.).

(ii) Other restrictions are applicable to foreign investors only. Such restrictions provide for certain thresholds of the maximum permissible percentage of foreign investment in the share capital of Ukrainian companies active in certain areas of business. Currently, such restrictions apply to companies engaged in the broadcasting and publishing business. In addition, foreign citizens and legal entities are prohibited from owning agricultural land in Ukraine. They are entitled only to own land designated for non-agricultural use.

3. Promotions for foreign capitals

(i) Protection against changes in the legislation: For a period of ten years, foreign investors are guaranteed protection against changes in the legislation with regard to foreign investment. However, certain changes in other areas of Ukrainian laws (e.g. nationalization, expropriation and similar matters) and their implementation have in fact limited the applicability of the aforementioned guarantee;

(ii) Protection against nationalization: Foreign investments may neither be nationalized nor expropriated by state bodies, except for measures in cases of emergency such as national disasters, epidemics, etc., provided they are authorized by the Cabinet of Ministers of Ukraine;

(iii) Guarantee for compensation and reimbursement of losses: Foreign investors are entitled to reimbursement of their losses (including lost profits and moral damages) incurred as a result of a breach of the statutory determined obligations of the state bodies of Ukraine with respect to foreign investors;

(iv) Guarantee in the event of termination of an investment activity: Foreign investors may remit their revenues and withdraw their investments from Ukraine free from export duties if they do so within the first six months after the termination of the investment activity;

(v) Guarantee of the repatriation of profits: After the payment of all taxes, duties, and other mandatory dues, foreign investors are entitled to transfer abroad all profits and proceeds in foreign currency legally earned as a result of their investment activity.


4. Tax and export-import regulations systems

For these systems please refer to below:
http://investukraine.org/images/stories/downloads/Taxation%20and%20Export-Import%20Operations%20in%20Ukraine.pdf


5 . Regulations on foreigners' employment, obtaining permission (to stay and work), employment of Ukrainians by foreign companies

Under the resolution of the Cabinet of Ministers of Ukraine "On the Procedure for the Issuance of Work Permits for Foreign Citizens and Stateless Persons" as of 1 November 1999 (the "Work Permit Resolution"), any foreign national who intends to be employed in Ukraine must apply for and obtain a work permit prior to commencement of his/her employment, unless international agreements provide otherwise (however, currently there are no such international agreements in place).

Work permits are issued by the competent Ukrainian employment center to foreign nationals if;

(i) there are no qualified Ukrainian nationals in this area of business suitable for that position;

(ii) there are significant grounds for the employment of foreign nationals as specialists.

Generally, work permits are issued for a term of one year. However, work permits can be extended for numerous times. The employer must apply for such extension one month prior to the expiration of the relevant work permit.

The Labor Code of Ukraine applies to all Ukrainian and foreign enterprises irrespective of the form of ownership, type, business areas, and to all individuals employing labor in Ukraine.

Labor Code provides for employment relationships between enterprises capitalized with foreign investments (foreign legal entities or representatives offices) and their employees on the territory of Ukraine to be governed by the applicable Ukrainian law.

Concluding an Employment Agreement, Ukrainian law distinguishes between "labor agreement" and "labor contract". A labor contract is a specific form of a written labor agreement. In a labor contract certain matters (including the term of the contract, grounds for the termination) may be stipulated by the parties and are not subject to the requirements of the Labor Code. Labor agreements are generally concluded in writing; however, the absence of a written agreement does not prevent an employment relationship from being established. In such cases the parties are bound by an implied labor agreement and the relevant provisions of the Labor Code strictly regulate the employment relationship.


6. Regulations of intellectual property

Under the Copyright Law published, as well as unpublished, works of authorship are protected, regardless of their purpose, scientific, literary, or artistic value. Furthermore, the Copyright Law affords protection to works of authorship irrespective of the manner of its expression. Consequently, a protected work may exist in oral, and/or written form.

Pursuant to applicable Ukrainian law, only two types of trademarks and service marks enjoy protection:

(A) marks registered with the Department pursuant to the Trademark Law, and

(B) trademarks and trade names which are not registered with the Department, but which enjoy protection pursuant to international agreements to which Ukraine is a party.

7. Procedures and necessary documents for foreign company establishment

Foreign investors interested in registering an enterprise in Ukraine first need to choose the legal form of their entity. The following forms of legal entities are permissible in Ukraine:
Joint-stock company (closed or open)
Limited liability company
Partnerships
Joint activity
Representative offices and branches

• Opening a temporary bank account

To open a temporary bank account, the following documentation is necessary (for any bank - each bank may have its own time frame and additional documents beyond those prescribed by law):

- an application form for opening a current bank account signed by a person authorized by the founders;

- a copy of the foundation agreement certified by a notary public;

- a decision of the founders vesting in a person the authority to sign money transactions on the account;

- a card with samples of signatures of the founders.


• Registering with the State Registrar

Foreign investors should be individually registered with the tax authorities before registering their company. In order to register, an investor must bring the following documents to the Body of local government or executive authorities keeping the Unified State Registrar / To register a joint-stock company or a limited liability company, the following documents must be filed with the company registration department of the district authority:

- a completed registration form;

- a notarized Power of Attorney if the investor chooses not to register the company himself;

- the minutes of the founders' meeting regarding the company's establishment; the company statute (signatures of all founders in the statute are to be notarized);

- registration documents of the foreign shareholder, translated (if a foreign entity);

- evidence that the required minimum percentage of the statutory capital has been either deposited (cash) or transferred (assets) to the company;

- a receipt for fees paid:

- registration - 170 UAH;

- reservation of a name - 35 UAH;

- the issue of an excerpt from Universal State Register - 17 UAH.

- Evidence of the legal address of the company (lease agreement, purchase agreement, etc.).

- In some cases, approval from the Antimonopoly Committee of Ukraine is required.

 
Upon receiving the application and above defined documents, the registrar reviews the documents to ensure completeness.
If all of the documents are completed in accordance with the law, a Registration Certificate is issued.


• Registering with the State Statistics Committee

After registering with the State Registrar, the investor must then register with the State Statistics Committee. Submission of the following documents is required:
- registration card;
- a copy of the registration certificate obtained from the Unified State Registrar;
- a receipt for fees paid.

Registration is typically done on the same day. Registration itself is free of charge, but there is a charge for issuing the certificate of registration at the State Statistics Committee office that is required for the business to register with the Tax Inspection Authorities and Social Funds.


• Registering with The Pension Fund, The Fund for Social Protection of the Disabled, The Unemployment Insurance Fund, The Fund for Insurance for Workplace Accidents and Illnesses.

At the same time that the investor registers with the Tax Inspection authorities, s/he must register with the Pension Fund and the Three Social Funds. For each of the four registrations, the investor submits registration forms, copies of the statistics certificate and copies of the certificate obtained from the State Registrar. Each of the funds issues its own certificate of registration.


• Making the company seal

In order to make a company stamp or seal, a company must get permission from the Ministry of Internal Affairs. The following documents must be submitted:

- The application;
- Examples of the seal (2 copies) approved by the signature of the company's director;
- A notarized copy of the registration certificate obtained from the State Registrar.

There is a fee for permission to make a seal (from 60 UAH - it depends on the terms the permission will be issued). After getting permission on making a seal from the Ministry of Internal Affairs, a company can order a seal from a specially authorized company. The price on making a seal depends on the level of protection of the seal.


• Opening the bank account

Once the company has a seal, it can open a bank account. The temporary bank account that was opened before registration can be used only to deposit money for purposes of registration of a company. A company cannot transact from this account, but must open a current and permanent account. A company can open any quantity of bank accounts in any one of the Ukrainian banks. If a company wishes to convert a temporary account into a current account, the law requires that the company submit the following documents to the bank:

- a bank application signed by the director and chief accountant;
- a copy of the state registration certificate (notarized or authenticated by the State Registrar);
- a copy of the statute (notarized);
- a copy of the statistics registration certificate (notarized, authenticated by the authority that issued this document, or authenticated by an authorized employee of the bank);
- a copy of the tax registration certificate (notarized, authenticated by the body that issued this document, or authenticated by an authorized employee of the bank);
- a notarized card with samples of signatures that also contains a sample (or samples) of the seal;
- signature (s) of a person authorized to sign documents for transactions.

Companies that have employees (even if the sole employee is the director) must also submit:
- a notarized copy of the registration certificate from the Pension Fund;
- a statement from the Pension Fund stating that the company will open a bank account in a particular bank within one month of issuing the statement;
- a notarized copy of the insurance certificate of the Fund for Insurance for Workplace Accidents and Illnesses.

After all of these documents are submitted, a bank clerk opens the current account and also signs and stamps a statement in triplicate with the pertinent details of the new account. A copy of this statement must be delivered to the tax inspectorate within 3 working days of opening the account. The tax inspectorate signs and seals the statement; the company then returns one copy to the bank and keeps one for its records. Only upon receipt of a signed and sealed statement from the tax clerk may the bank transmit funds from the account.

http://investukraine.org/images/stories/downloads/Establishing%20an%20Enterprise%20in%20Ukraine.pdf