Due diligence
How do you check a Ukrainian company before you sign?
Start with five public registers: the Unified State Register of companies (status, signatories, owners), the Unified Register of Debtors, the court decisions register, the Tax Service's registers and the State Register of Sanctions. The company register is open and free by law. Under martial law some registers show less than usual, so a deal of size also needs the company's own documents and a financial and tax review.
The basic searches are free. They answer the first questions: does the company exist, who may sign for it, who owns it, does it owe under court decisions, and is anyone behind it under sanctions. The deeper questions — real earnings, real debt, tax exposure for open periods — need the company's books.
Which registers do you check?
| Register | What it shows | Where | Legal basis |
|---|---|---|---|
| Unified State Register of legal entities (EDR) | Whether the company is being terminated, address, email, activities, branches, legal successors, who may act for it and limits on that authority, opened enforcement proceedings; the register also holds the beneficial owners | usr.minjust.gov.ua, free search | Law No. 755-IV, Arts. 9, 11 |
| Unified Register of Debtors | Unpaid obligations under enforcement proceedings | erb.minjust.gov.ua | Law No. 1404-VIII, Art. 9 |
| Unified State Register of Court Decisions | Court decisions involving the company | reyestr.court.gov.ua | The register's own rules |
| Tax Service public registers | Tax registration, VAT payer data, single-tax payers, heads of tax-debtor companies | cabinet.tax.gov.ua/registers | Tax Service portal |
| State Register of Sanctions | Persons and entities under Ukrainian sanctions | drs.nsdc.gov.ua | Law No. 1644-VII, Art. 5-3 |
What does the company register tell you?
Article 11 of Law No. 755-IV makes the register's data open and public, except tax numbers and passport details of individuals. Free access through the portal of electronic services covers, among others:
- whether the company is in the process of termination;
- its registered address, email and types of activity;
- its branches, legal predecessors and successors;
- the people who can act on its behalf, including a liquidator or an administrator, and any restrictions on representation;
- whether enforcement proceedings have been opened against it.
Two points to read closely:
- Signing authority. Compare the person who will sign with the register's list of people who may act for the company and any limits in the charter on that authority.
- Ownership. The register holds information on the company's ultimate beneficial owner, including the owner behind a corporate founder, and a change of beneficial owner must be registered within 30 working days (Law No. 755-IV, Art. 9). The data is open, except individuals' tax numbers and passport details (Art. 11(1)). A recent change, or an owner record that does not match what the seller tells you, is a question to ask before the deal.
Why does the debtors register matter?
The Unified Register of Debtors publishes, in real time, unperformed obligations of debtors in enforcement proceedings, to prevent them from selling off assets (Law No. 1404-VIII, Art. 9(1)). A listing has a direct legal effect: state bodies, notaries and others must refuse to certify a sale or pledge of the debtor's property (Art. 9(3)). If you are buying an asset or a stake from a company on that list, the deal stops at the notary.
What has martial law changed?
Two registers state limits on their own pages:
- The Tax Service portal states that access to public electronic registers is restricted for the period of martial law.
- The court decisions register states that it works in a test (limited) mode, and access to the register or to individual decisions may be restricted to protect judges and parties or in case of cyber threats.
An empty search result in a restricted register proves less than it would in peacetime. Ask the company for the documents themselves: tax debt certificates, signed court decisions, extracts with a recent date.
What do the public registers miss?
They show status, not money. Normalised earnings, net debt, related-party flows and the tax that could still be assessed for open periods sit in the books. Article 102.1 of the Tax Code gives the tax authority 1,095 days after the filing deadline (2,555 days for transfer pricing, controlled foreign companies and tax on payments to non-residents) to assess a liability. A buyer who takes over a company takes over those open periods.
| Question | Public registers | Financial and tax review |
|---|---|---|
| Does the company exist and who signs? | Yes | — |
| Who owns it? | Declared owner record | Checked against documents |
| Does it owe under court decisions? | Partly | Full liabilities |
| What does it really earn? | — | Yes |
| What could the tax authority still assess? | — | Yes, for open periods |
A simple order of work
- Run the company register with the EDRPOU code and save the result with its date.
- Check the company, its director and its owners in the State Register of Sanctions.
- Search the Unified Register of Debtors and the court decisions register.
- Check the Tax Service registers for tax registration and VAT status.
- Ask for the charter, the latest financial statements and a tax debt certificate.
- For an acquisition, an investment or a loan, commission a financial and tax due diligence before the signing.
Where people get stuck
- The signatory has no authority. The person at the table is not listed, or the charter limits deals above a set amount.
- Trusting a screenshot. Registers are updated continuously; a printout from last month says nothing about today.
- Empty search in a restricted register. Under martial law some data is hidden.
- Old tax periods. Up to 1,095 days of tax history stay open after each filing deadline.
FAQ
Is the Ukrainian company register free to search?
Yes. Law No. 755-IV, Article 11, gives free access through the portal of electronic services to the register data needed to conclude civil contracts, including signatories, termination status and opened enforcement proceedings.
Can I see who owns a Ukrainian company?
The register holds information on the ultimate beneficial owner, including the owner behind a corporate founder, and a change must be registered within 30 working days (Law No. 755-IV, Art. 9). Treat it as a declaration and match it against the company's documents.
How do I know if a Ukrainian company is in debt?
Check the Unified Register of Debtors for enforcement debts and the Tax Service registers for tax status, then ask for a tax debt certificate. Full liabilities appear only in the books.
Are court decisions in Ukraine public?
The Unified State Register of Court Decisions is public, and currently states that it runs in a test (limited) mode with possible restrictions on access.
When do I need a professional due diligence?
Before buying a stake or a business, investing, lending against the company's cash flow, or selling a business. Registers confirm status; the review shows earnings, debt and tax exposure.
Key Solutions, the audit and tax firm of our group, runs financial and tax due diligence on Ukrainian companies before an acquisition, investment or loan. Its report sets out normalised earnings, net debt and tax risks in hryvnias, each with the rule of the Tax Code behind it and a recommendation for the purchase agreement.
Ask about your case
Your question reaches the Ukraine For ALL team in Kyiv. Where it needs a lawyer or an accountant, a firm of our group answers, for this topic Key Solutions (keys.ua).
Primary sources
- Law of Ukraine No. 755-IV of 15 May 2003 "On State Registration of Legal Entities, Individual Entrepreneurs and Public Formations", Arts. 9, 11 (version of 14 October 2026, in force from 27 October 2026) — zakon.rada.gov.ua/laws/show/755-15 (checked 2026-10-29)
- Law of Ukraine No. 1404-VIII of 2 June 2016 "On Enforcement Proceedings", Art. 9 (version of 23 October 2026) — zakon.rada.gov.ua/laws/show/1404-19 (checked 2026-10-29)
- Law of Ukraine No. 1644-VII of 14 August 2014 "On Sanctions", Art. 5-3 (version of 16 July 2025) — zakon.rada.gov.ua/laws/show/1644-18 (checked 2026-10-29)
- Tax Code of Ukraine No. 2755-VI, para. 102.1 — zakon.rada.gov.ua/laws/show/2755-17 (checked 2026-10-29)
- State Tax Service, list of public registers and martial-law notice — cabinet.tax.gov.ua/registers (checked 2026-10-29)
- Unified State Register of Court Decisions, access notice — reyestr.court.gov.ua (checked 2026-10-29)
- Unified Register of Debtors, Ministry of Justice — erb.minjust.gov.ua (checked 2026-10-29)
This page describes how a procedure is structured. It is background information for planning a conversation with a lawyer or accountant, and reading it creates no client relationship. Figures follow the primary sources listed above; where a rule changes, the source changes before this page does.
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