Ukraine · Guide
Ukraine offers a full menu of legal forms and almost nobody uses most of them. For a foreign founder the decision is usually made in one line: you register a TOV, the Ukrainian limited liability company, because it is the only form built for private ownership without a capital requirement.
The menu still matters for two reasons. One alternative, the representative office, has a genuine use case and a permit treatment unlike anything else here, and it became far cheaper in 2023. And one item on the list, the FOP, is constantly described as a company type when it is not a company at all, which produces a specific and expensive misunderstanding.
Ukraine Company Types: the Short Answer
| Form | Separate legal entity | Minimum capital | State registration | Typical user |
|---|---|---|---|---|
| TOV | Yes | None | Free, 24 hours | Almost every private business |
| TDV | Yes | None | Free, 24 hours | Rare, extra member liability |
| PrAT and PAT | Yes | Statutory, substantial | Complex | Capital raising, regulated sectors |
| Representative office | No | None | UAH 3,328, 5 days | Market presence without trading |
| Branch | No | None | UAH 3,328, 5 days | Foreign company operating directly |
| FOP | No, an individual | None | Free | Freelancers and micro business |
Almost always a TOV. The only question worth real thought is whether an early market entry phase is better served by a representative office.
Choosing, before the definitions
| Your situation | Form |
|---|---|
| Operating business of any size, foreign owner | TOV |
| IT company aiming at Diia City | TOV, then apply for residency |
| Foreign group testing the market, no local revenue | Representative office |
| Foreign group trading directly under its own name | Branch, and consider a TOV instead |
| Solo consultant billing from Ukraine | FOP, group 3 |
| Raising capital through issued shares | PrAT, with advice |
Limited Liability Company (TOV)
The TOV, written ТОВ in Ukrainian, is the direct equivalent of an Ltd, a GmbH or an LLC. More than 800,000 of them operate in Ukraine and they carry the overwhelming majority of new registrations.
What it gives you
- Limited liability. Members risk their contribution, not their personal assets.
- No minimum share capital, and no maximum either.
- No member cap. The 2018 law removed the old ceiling, so a TOV can have one member or many.
- Full foreign ownership. No nationality condition, no residency condition, no local shareholder, and no limit on the share a foreigner may hold.
- A charter you can shape around governance, veto rights, transfer restrictions and exit terms.
A foreign individual member must obtain a Ukrainian taxpayer number before being recorded. The process is in how to register a company in Ukraine.
How a TOV is governed
- 1General meeting of membersThe supreme body. Holds exclusive competence over any transaction worth more than 50% of the company's net assets, unless the charter says otherwise.
- 2Director, or a collegial executive bodyRuns the company day to day and signs. Accountable to the general meeting and, where one exists, to the supervisory board.
- 3Supervisory board, optionalRare in small companies. A director cannot sit on it.
Three default rules are worth knowing before you draft anything:
- The 50% net assets threshold. Any transaction above it belongs to the general meeting alone, unless the charter provides otherwise. This is a real statutory safeguard, and it is the reason a charter that quietly removes it deserves scrutiny.
- A director cannot serve on the supervisory board. Separation of oversight from management is not optional.
- The affiliates list. On appointment, a director must give the company a list of their affiliated persons and update it when it changes. It is a cheap and underused control.
The charter is the instrument
| Model charter | Bespoke charter | |
|---|---|---|
| Cost | Free | Legal drafting fee |
| Wording | Fixed by government | Yours |
| Covers governance, exit, pre-emption | No | Yes |
| Suits | Simple single owner setups | Foreign owner, partners, interim director |
An own charter is where you set management rules, withdrawal from the company, decision making procedures, pre-emptive rights on share transfers and restrictions on the director. If someone else will hold the signature while you hold the shares, none of that is optional.
The corporate agreement, which almost nobody mentions
Alongside the charter, Ukrainian law recognises a corporate agreement: an agreement under which members undertake to exercise their rights and powers in a particular way, or to refrain from exercising them.
It is the Ukrainian equivalent of a shareholders' agreement, it sits outside the public charter, and it is the natural place for arrangements you do not want on the register. For a foreign owner working with a local partner or an interim director, it is the second half of the protection package.
Share capital: what counts, and what does not
There is no minimum and no maximum. The rules that do bite are about what you contribute and how it is valued.
| Rule | Detail |
|---|---|
| What can be contributed | Money, securities, and other property |
| Non-monetary valuation | Approved by unanimous resolution of a general meeting attended by all members |
| Floor per member | A contribution may not be less than the nominal value of that member's share |
| Deadline | Six months from state registration, unless the charter provides otherwise |
| Changing that deadline | Only by unanimous resolution with all members participating |
| Prohibited | A right to an agricultural land share cannot be contributed |
There is also a quiet sanction before the formal default process starts: the votes attaching to an unpaid share are not counted when determining voting results. A member who has not funded their share loses influence long before anyone proposes excluding them.
The forms you will read about and not use
TDV, the additional liability company
Same structure as a TOV with one change: members carry liability beyond their contribution, up to a multiple set in the charter. It exists, it is legal, and there is no commercial reason to accept exposure where the TOV offers none.
PrAT and PAT, the joint stock companies
Private and public joint stock companies, used where shares must be issued and traded or where a regulated sector requires the form. They carry a statutory minimum capital set as a multiple of the minimum wage, running to millions of hryvnia, plus securities regulation, a registrar and materially heavier reporting.
If you are reading a guide to Ukrainian company types, this is not your form.
Representative office and branch
Neither is a separate legal entity. Both are the foreign parent operating in Ukraine under its own liability, and that drives everything else.
| Representative office | Branch | TOV | |
|---|---|---|---|
| Separate legal person | No | No | Yes |
| Parent liability | Full | Full | Limited |
| Can trade in its own right | No | Limited scope | Yes |
| State registration | UAH 3,328, 5 business days | UAH 3,328, 5 business days | Free, 24 hours |
| Work permits for foreign staff | Accredited staff exempt | Ordinary rules | Ordinary rules |
Two points people get wrong.
The representative office got much cheaper in 2023. Law No 3257-IX of 14 July 2023 replaced an accreditation costing around USD 2,500 and taking weeks with a registration costing UAH 3,328 and taking five business days. Any guide quoting thousands of dollars predates that reform.
It is still the slower and more expensive option. The TOV costs nothing and takes 24 hours. The only genuine advantage of a representative office is that accredited foreign staff fall outside the work permit regime, which matters for a market entry phase with no local revenue and stops mattering the moment there is revenue to book.
FOP is not a company
FOP (ФОП) means a natural person entrepreneur: a sole trader, an individual with a tax status, not a legal entity. There is no limited liability and no corporate veil, because there is no corporation.
FOPs use the simplified tax system, and the group 3 rates are why the form dominates Ukrainian freelancing:
| Group | Rate | Constraint |
|---|---|---|
| Group 1 | Fixed, small | Retail to individuals, no employees |
| Group 2 | Fixed, small | Services to individuals and single tax payers |
| Group 3 | 5% of turnover, or 3% with VAT, plus 1% military levy | Broadest, annual income ceiling applies |
Non-residents can register as a FOP, and for a solo consultant billing from Ukraine that can be the right answer. It is the wrong answer for anything with partners, employees, investors or liability exposure, and it cannot be the entity a foreign group contracts through.
The distinction also matters for hiring. Ukrainian engineers have historically invoiced as FOPs rather than being employed, a legitimate arrangement and also a misclassification risk when the relationship looks like employment. Diia City's gig contract exists partly to give that relationship a clean legal form.
Diia City is a regime, not a form
A frequent misreading, so worth stating plainly: you cannot register a "Diia City company". You register a TOV, then apply for Diia City residency, and the regime attaches to the entity you already have. What it changes is in Ukraine corporate tax rates.
The bottom line
For a foreign founder the answer is a TOV in nearly every case: no minimum capital, no member cap, full foreign ownership, limited liability, and a charter you can shape around a director you may not control personally.
The two decisions that deserve real thought are whether an early stage presence is better served by a representative office, and whether to pair the charter with a corporate agreement. Everything else on the menu is either heavier than you need or is not a company at all.
Ready to register? The process is in how to register a company in Ukraine, or compare the Ukraine formation package.
Frequently asked questions
What is a TOV in Ukraine?
A tovarystvo z obmezhenoiu vidpovidalnistiu, the Ukrainian limited liability company. It is the equivalent of an Ltd or a GmbH, it has no minimum share capital, it can be wholly foreign owned, and more than 800,000 of them operate in the country.
What is the difference between a TOV and a FOP?
A TOV is a company with its own legal personality and limited liability. A FOP is an individual with an entrepreneur tax status, so there is no separate entity and no limited liability. A FOP suits a solo consultant; a TOV suits anything with partners, employees or liability exposure.
Can a foreigner own a Ukrainian TOV?
Yes, up to 100%, as an individual or through a foreign company, with no nationality or residency condition and no limit on the share held. A foreign individual member must first obtain a Ukrainian taxpayer number.
Is there a minimum share capital in Ukraine?
Not for a TOV, and no maximum either. Joint stock companies do have a statutory minimum set as a multiple of the minimum wage, which is one reason the form is unsuitable for a small private business.
What can I contribute as share capital?
Money, securities or other property. A non-monetary contribution must be given a monetary value approved by unanimous resolution of a general meeting attended by all members, and it cannot be less than the nominal value of that member's share. A right to an agricultural land share cannot be contributed.
Who decides big transactions in a TOV?
Any transaction worth more than 50% of the company's net asset value falls to the general meeting of members exclusively, unless the charter provides otherwise. That default is a useful safeguard, and a charter that removes it deserves a second look.
What is a corporate agreement?
The Ukrainian shareholders' agreement: an agreement under which members undertake to exercise their rights in a particular way or to refrain from doing so. It sits outside the public charter, which makes it the natural place for arrangements you would rather not put on the register.
Should I open a representative office instead of a company?
Only for a genuine market entry phase with no local revenue. It cannot trade in its own right, it leaves the parent fully liable, it costs UAH 3,328 and five business days against nothing and 24 hours for a TOV. Its one real advantage is that accredited foreign staff sit outside the work permit regime.
Can a non-resident register as a FOP?
Yes, with a Ukrainian tax number, and for a solo consultant it can be the simplest structure available. It gives no limited liability, so it is unsuitable as the contracting entity for a foreign group.
Is Diia City a company type?
No. It is a tax and legal regime that a qualifying company applies for after it exists. You register an ordinary TOV first, then seek residency.
Sources
- Law of Ukraine on limited liability and additional liability companies No 2275-VIII
- Civil Code and Commercial Code of Ukraine: legal forms of business entities
- Law of Ukraine No 3257-IX of 14 July 2023: registration of foreign branches and representative offices
The absence of a minimum or maximum charter capital for a TOV, the six month contribution deadline, the unanimity requirement for valuing non-monetary contributions, the exclusive competence of the general meeting over transactions above 50% of net asset value, the bar on a director sitting on the supervisory board and the corporate agreement all follow the Law on Limited and Additional Liability Companies and the Civil Code as of September 2026. Branch and representative office registration reflects Law No 3257-IX of 2023; the fee of one subsistence minimum is UAH 3,328 in 2026 and resets each January. Joint stock company minimum capital is set as a multiple of the minimum wage and must be read from the current Law on Joint Stock Companies. Market share observations are estimates, not official statistics. This is not legal advice.