Along with the entry into force of amendments to the Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Associations” last year, legal entities shall annually confirm data about the ultimate beneficial owner. Legal entities are obliged to keep the information on the ultimate beneficial owner and ownership structure up to date, to update it and notify the state registrar of changes within 30 working days since the date of their occurrence or to notify of the absence of such changes during the state registration of any adjustments to the legal entity-related data contained in the Unified State Register. The information on the ultimate beneficial owner and ownership structure shall be submitted to the state registrar for the first time within a three-month period since the effective date of the Regulation, i.e. until 11 October 2021.
The ownership structure is a schematic layout wherein all persons in the chain of ownership of a legal entity shall be specified, together with shares owned by such persons. Therein shall also be indicated persons who, regardless of formal ownership, are empowered to have a significant impact on the management or activities of the legal entity.
The following information shall be specified regarding each person mentioned in the ownership structure:
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for an individual: name, date of birth, country of citizenship (or, if there are several nationalities, all countries of citizenship), country of tax residence (if different from country of citizenship) and TIN (for citizens of Ukraine);
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for a legal entity: name, country of registration, registration number and whereabouts.
If there are any non-residents in the ownership structure of the legal entity, the state registrar shall also be provided with documents confirming the ownership of corporate rights of such persons (except when confirmed by information from the Unified State Register).
Documents confirming the possibility of exercising a decisive influence on the activity of a legal entity by its ultimate beneficiaries should also be attached to the ownership structure, if such a possibility is not clearly traced.
What if deadlines are missed…
A failure to submit or late submission to the state registrar of information about the ultimate beneficial owner of the legal entity (or its absence), or documents confirming information about the ultimate beneficial owner of the legal entity, is punishable by a fine of one thousand to three thousand non-taxable minimum incomes of citizens (from 17,000 to 51,000 UAH), which may be imposed on the head or authorized representative of the legal entity.
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Our tax and legal team will be glad to provide you with the further advice on the matter. We are at your disposal to grant you additional clarifications regarding ownership structure composition, related documents and their submission to the state registrar.