Running a company

How do you change the director of a Ukrainian company from abroad?

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

Two laws do the work here. Law of Ukraine No. 2275-VIII on limited liability companies says who decides and by what majority. Law No. 755-IV on state registration says what goes to the registrar, how it is signed and what it costs. Both texts were read on the Verkhovna Rada portal on 29 October 2026; the last amendment to Law No. 755-IV is Law No. 4833-IX of 7 April 2026.

Who decides on a new director?

The general meeting of participants. Electing the sole executive body, and setting its pay, is on the meeting's list of powers (Law No. 2275-VIII, Art. 30(2)(7)). The executive body is a single person called "director" unless the charter gives another title (Art. 39(4)).

The old director leaves the moment the new one is elected. Under Article 39(13), the powers of a sole director can end only by electing a new director or an acting director, and the contract with the outgoing director is then treated as terminated. A decision that dismisses the director without electing a successor or an acting director leaves the current director in office.

What goes to the registrar?

Article 17(4) of Law No. 755-IV sets the file for changes to a company's record:

1. The application for state registration of changes (para. 1).
2. The original or a notarised copy of the decision on the change (para. 2).
3. Proof of the administrative fee (para. 7).
4. If a representative of a participant took part in the decision, the document confirming that representative's authority (Art. 17(26)).

The registrar does not take any old minutes. Article 15(1)(6) adds three requirements for a decision on a change of head in a company where no more than ten people's votes are needed:

• it is signed by the participants who voted for it and whose votes are enough to pass it, unless the charter says otherwise;
• the signatures are notarised on special forms of notarial documents;
• the notarisation is waived only for decisions created on the state e-services portal and signed with a qualified electronic signature.

The register then records the new head's name, date of birth and Ukrainian taxpayer registration number (Art. 9(2)(13)). A foreign director without that number gets it first.

How do owners abroad sign it?

There are three workable routes, and the choice depends on where the participants are and what signatures they hold.

A representative in Ukraine. Participants take part in the general meeting in person or through representatives (Law No. 2275-VIII, Art. 33(2)). The foreign owner signs a power of attorney at home, a representative in Ukraine signs the decision before a Ukrainian notary, and the power of attorney goes into the file (Law No. 755-IV, Art. 17(26)). This route meets the special-forms rule without anyone travelling.

A power of attorney issued under foreign law. Law No. 755-IV accepts it as authority to file documents (Art. 14(2), para. 3). Like every document issued abroad, it needs an apostille or consular legalisation unless a treaty provides otherwise (Art. 15(1)(13)), and a Ukrainian translation with the translator's signature or the translation's accuracy certified (Art. 15(1)(14)). Ukraine is a party to the 1961 Hague Apostille Convention.

Online filing. A decision created on the state e-services portal and signed with a qualified electronic signature needs no notary (Art. 15(1)(6)). The filing fee drops to 75% of the paper fee (Art. 36(1)). In practice this route suits participants who already hold a qualified signature that the Ukrainian portal accepts.

One shortcut exists for the new director: if the new director files the application in person, the decision appointing them counts as proof of their authority, and no separate power of attorney is needed (Art. 14(2), para. 4).

How long does it take, and what does it cost?

Fees are rounded to the nearest UAH 10 (Art. 36(5)), so 0.3 × 3,328 = 998.40 becomes UAH 1,000. The fee is not refunded after a refusal, though a refiling within a month of the refusal is free (Art. 36(3)).

The registrar's 24 hours are the short part. What takes time is the paper chain before it: a power of attorney signed and apostilled abroad, a certified translation, a notary appointment in Ukraine and, for a multi-owner company, a meeting called on 30 days' notice unless the charter sets another period.

What changes when the new director is a foreigner?

Company law asks nothing about citizenship. Law No. 2275-VIII sets no nationality or residence condition for the director, and the contract with a director may be a civil-law contract or an employment contract (Art. 39(12)). The director then acts for the company without a power of attorney (Art. 39(10)).

Two other gates sit outside company law. The foreign director needs a Ukrainian taxpayer registration number for the register entry, as above. And unless the person falls into one of the exempt categories, working as director needs a work permit under the Law on Employment of the Population; the permit, its fee bands and the fine for working without it are covered in how a Ukrainian company hires a foreign employee. Plan the permit before the register entry, because the register can show the new director a day after filing, and the permit cannot be issued that fast.

Where people get stuck

The decision is signed by the wrong people. Article 15(1)(6) asks for the signatures of the participants who voted for the decision and whose votes are enough. A decision signed only by the chair of the meeting, in a company with three participants, fails that rule, and documents that contradict the law are a ground for refusal (Art. 28(1)(5)). The fee for the refused filing stays with the state.

The power of attorney is too narrow. A power to "file documents with the registrar" lets the representative file. It does not let the representative vote at the general meeting or sign the decision. Owners abroad who want one trip to the notary in Ukraine give one power that covers both.

The register extract of a foreign participant is stale. Where the change also touches a foreign corporate participant, its home-register extract must be issued no more than one month before filing (Art. 15(1)(13-1)).

The bank still shows the old director. The register entry changes the company's record. The bank's list of signatories is a separate file, and the bank updates it on its own documents; see opening and running a bank account for a foreign-owned company.

The old director cannot be found. That does not block the change. The director's powers end by electing a successor (Art. 39(13)); the participants' decision is what the registrar needs.

FAQ

Can I change the director without coming to Ukraine?

Yes. A representative in Ukraine can vote and sign for you on a power of attorney, and the documents can go to the registrar on paper or electronically (Law No. 755-IV, Art. 14(1) and (2)). Foreign documents need an apostille or legalisation and a certified Ukrainian translation.

How long does the registrar take to register a new director?

24 hours from receipt of the documents, not counting weekends and public holidays (Law No. 755-IV, Art. 26(1)(1)). Preparing and certifying the documents abroad usually takes longer than the registration itself.

How much is the state fee for changing a director in 2026?

UAH 1,000 for a paper filing and UAH 750 for an online filing: 0.3 of the 2026 subsistence minimum of UAH 3,328, rounded to the nearest UAH 10 (Law No. 755-IV, Art. 36).

Can the participants vote by email or written poll?

Electing or dismissing the director cannot be done by written poll (Law No. 2275-VIII, Art. 36(2)(1)). A video meeting is allowed if all participants can see and hear each other at the same time (Art. 33(3)).

Does the outgoing director have to sign anything?

No. The director's powers end when the participants elect a new director or an acting director, and the contract with the outgoing director is treated as terminated (Law No. 2275-VIII, Art. 39(13)).

Can a foreigner be appointed director of a Ukrainian LLC?

Yes. Company law sets no citizenship condition. The foreign director needs a Ukrainian taxpayer number for the register and, unless exempt, a work permit before starting work.