Starting a business

Can a foreigner buy a ready-made company in Ukraine?

Published 29 October 2026 · facts checked against the primary sources on 2026-10-29 · Ukraine For ALL, Kyiv

People buy a company instead of registering one when they need a VAT-registered entity, a trading history or a licence from the first day. A new company can be registered in 24 hours (Law No. 755-IV, Art. 26(1)(1)), but its tax statuses and licences follow later. What the buyer gets with a ready-made company is that history, and that history is also the risk.

What exactly do you buy?

A share in the charter capital of a limited liability company (TOV), governed by Law of Ukraine No. 2275-VIII. The company itself does not change hands as property. It stays the same legal person, and two rules of that law decide what the buyer takes over:

Which documents go to the registrar?

Article 17(5) of Law No. 755-IV lists the file for a change of participants in an LLC:

1. The application for state registration of changes.
2. Proof of the administrative fee.
3. The act of acceptance and transfer of the share.
4. The ownership structure in the prescribed form.
5. If the buyer is a foreign company, an extract from its home register confirming its registration.

The signatures on the transfer act are notarised on special forms of notarial documents, unless the documents are created on the state e-services portal and signed with a high-assurance electronic identification (Art. 17(5)). Foreign documents need an apostille or consular legalisation (Art. 15(1)(13)) and a certified Ukrainian translation (Art. 15(1)(14)). The foreign buyer's register extract must be issued no earlier than one month before filing (Art. 15(1)(13-1)). Ukraine is a party to the 1961 Hague Apostille Convention.

When will the registrar refuse the change?

Several grounds for refusal in Article 28(1) of Law No. 755-IV are written for exactly this deal. Each one can be checked before money moves:

• the seller's corporate rights are encumbered in the State Register of Encumbrances of Movable Property (para. 3);
• the seller is listed in the Unified Register of Debtors at the time of filing (para. 3-1);
• a participant set a requirement to notarise decisions or deals with their share, and it was ignored (para. 7-1);
• the company's liquidation decision is already registered (para. 10);
• the register shows a court decision declaring the company bankrupt and opening liquidation (para. 10-1);
• sanctions under the Law "On Sanctions" make the registration impossible (para. 3-3).

The registrar also checks the register for a court ban on registration actions (Art. 28(1)(2)). A ban of that kind, in a company you have already paid for, is the worst place to discover it.

What should you check before you sign?

Start with the public registers, then move to the documents the seller has to hand over. The full register-by-register routine is in how to check a Ukrainian company before you sign.

Unified State Register (usr.minjust.gov.ua). Participants and their shares, the ultimate beneficial owner, the director and who else may sign, the charter capital, the status of the company and any termination or bankruptcy entries. Compare every line with what the seller tells you.

Court decisions (reyestr.court.gov.ua). Search by the company's EDRPOU code and the names of the participants and director: disputes with counterparties, tax appeals, bans on registration actions.

VAT status (cabinet.tax.gov.ua/registers). If the VAT certificate is the reason for the purchase, confirm in the public register that the registration is active.

The company's own papers. The current charter, the participants' decisions, filed tax and financial reports, bank statements, staff records and every contract with obligations still running. A financial and tax due diligence reads these against the registers; Key Solutions, our group's audit firm, runs one for buyers.

Licences. If a licence is the reason for the purchase, read its conditions on what the licensee must report after a change of owner or beneficial owner, and check the licence is still valid in the licensing body's register.

What changes after the purchase?

The register shows the new participant and the new beneficial owner. Three things usually follow.

• A new director. If the seller ran the company, the new owner elects a director; the steps are in changing the director of a Ukrainian company from abroad.
• The bank. The bank re-identifies the company under its new owner. Expect requests for the new ownership structure and source-of-funds documents; see bank account for a foreign-owned company.
• Work permits and taxes. A foreign director needs a work permit unless exempt, and the company's tax regime may change with its owner: a company 25% or more owned by a legal entity that is not a single-tax payer cannot use the simplified system. The tax rule is in para. 291.5.5 of the Tax Code; the permit is covered in hiring a foreign employee.

Where people get stuck

The price is agreed before the charter is read. A consent clause (Art. 21(2)) or a pre-emptive right (Art. 20) can hold the deal for a month or block it.

The share was never paid in. The seller can only sell what is paid (Art. 21(3)), and the buyer of an unpaid share inherits the joint liability of Article 2(1).

The buyer's extract expires. A foreign company's register extract older than one month at filing is unusable (Art. 15(1)(13-1)), and apostille queues abroad can run longer than that.

The seller is a debtor. A seller listed in the Unified Register of Debtors cannot complete the transfer (Art. 28(1)(3-1)). Ask for an extract, and check again on the day of filing.

"Clean" is taken on trust. Debts belong to the company and stay with it (Law No. 2275-VIII, Art. 3). If you need the opposite outcome, a company closed with its history, compare the routes in how to close a company in Ukraine.

FAQ

Can a non-resident buy a 100% share in a Ukrainian LLC?

Yes. A participant may sell the share to a third party, including a foreign person (Law No. 2275-VIII, Art. 21(1)). The other participants' pre-emptive right and any consent clause in the charter apply first.

How long does it take to buy a ready-made company?

The registrar has 24 hours after filing (Law No. 755-IV, Art. 26(1)(1)). The real timeline depends on the checks, the apostilles and the notary. Legal Solutions lists three working days for most items in its ready-made company section.

Does the buyer take over the company's debts?

The debts stay with the company, and the company answers for them with all its property (Law No. 2275-VIII, Art. 3). The buyer owns the company that carries them.

What is the state fee for registering a new owner?

UAH 1,000 for a paper filing, UAH 750 online: 0.3 of the 2026 subsistence minimum, rounded to the nearest UAH 10 (Law No. 755-IV, Art. 36).

Can the registrar refuse the change of owner?

Yes, on the grounds in Article 28(1) of Law No. 755-IV, among them an encumbrance on the seller's share, a seller listed in the Unified Register of Debtors, a registered liquidation or a bankruptcy liquidation.

Does a VAT registration survive the sale?

The VAT registration belongs to the company, and the company is the same after the sale. Check its status in the public VAT register before signing.