After Ukraine’s President declared martial law across the country due to Russian invasion, the Ukrainian government adopted a set of temporary measures aimed at assisting businesses during wartime, including the recently introduced procedure for conducting state registration actions in relation to legal entities
This new procedure introduces the following key changes:
- Eligible State Registrars. Only those officials that are specifically included in the list of eligible state registrars can conduct registration actions during martial law (subject to certain limitations contained in the list). Although the official text of this list is not yet available, the Ministry of Justice of Ukraine confirmed that registration powers have been conferred on a limited number of officials in the regional state registration departments in Western and Central Ukraine[1], and that notaries are temporarily restricted from accessing the Ukrainian companies register and conducting registration actions.
- Permitted Registration Actions. According to the Ministry, eligible state registrars are currently allowed to conduct only the following critically necessary actions:
- setting up charitable funds and public formations, as well as updating information on them;
- changing registered addresses of legal entities;
- registering state and municipal authorities, enterprises and organisations, and banks; and
- replacement of a company’s director when a previous director has passed away.
- Exterritorial Regime. The new procedure cancels the territorial principle and generally allows for permitted registration actions to be conducted across the country (regardless of legal entity’ registered location).
- Electronic Submission. As a temporary measure, the new procedure allows for a registration application to be submitted by email or other means of electronic communication. Electronic copies of documents submitted for state registration must be certified by a qualified electronic signature (QES).
- Certification of Notarial Documents. To further simplify the submission process, the new procedure abolishes the requirement that signatures on documents submitted for state registration be notarised if such documents are signed in front of a state registrar procuring the respective state registration actions (subject to certain limitations).
The new procedure entered into force on 6 March 2022, while the official text of the list of eligible state registrars is not yet publicly available.
CMS will continue to monitor the state registration developments and will keep you updated.
Legislation: Resolution of the Cabinet of Ministers of Ukraine No. 209 “On Certain Matters related to State Registration during Martial Law and Amendments to the Resolution of the Cabinet of Ministers of Ukraine No. 164 dated 28 February 2022” dated 6 March 2022.
[1] The interregional departments of the Ministry in Uzhorod, Ivano-Frankivsk, Ternopil, Odesa, Zhytomyr, Khmelnitskiy, Vinnytsia, Lviv, Rivne, Lutsk, Poltava, Kropyvnytskiy, Dnipro and Cherkasy and the registration departments of the city councils in Ternopil, Odesa and Lviv.
