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Registering a Ukrainian Company (TOV) as a Bangladeshi National: 2026 Guide

A registered Ukrainian limited liability company — TOV (Товариство з обмеженою відповідальністю) — serves dual purposes for Bangladeshi nationals: it provides a legal business structure in Ukraine, and it forms the basis of a business-ground Temporary Residence Permit (TRP). Neither purpose is well understood in Dhaka, where a cottage industry of fraudulent "company registration agents" has grown up to exploit that gap.

Business immigration25 · 05 · 2026 · 12-min read
Why register a Ukrainian company?

Three reasons drive Bangladeshi nationals toward Ukrainian company registration. First, it is the most accessible path to a business-ground TRP — enabling longer-term legal residence without being tied to a single Ukrainian employer. Second, it provides a legal entity through which to operate, invoice, and employ staff in Ukraine. Third, Ukraine's proximity to the EU, its association agreement with the European Union, and its digitally advanced business environment make it an increasingly relevant market entry point for South Asian entrepreneurs looking at European market access.

That said, registering a Ukrainian company is not a fast or trivial process for a foreign national. Ukraine's company registration law allows foreigners to found a Ukrainian TOV — but the documentary requirements, notary obligations, and post-registration compliance steps are demanding, and the post-2022 environment has added complexity around banking for foreign founders.

The TOV Structure

TOV — Товариство з обмеженою відповідальністю — is the Ukrainian equivalent of a limited liability company (LLC). It is by far the most common legal entity used by small and medium businesses in Ukraine, and the standard choice for foreign founders. Key features of the TOV structure:

  • Minimum charter capital: 1 hryvnia (in practice, a minimum of UAH 1,000 is conventional)
  • Liability limited to the value of each participant's contribution
  • One or more founders (participants) permitted — a single-founder TOV is valid
  • Foreigners can be sole founders, majority shareholders, or directors
  • Ukrainian director does not need to be a Ukrainian citizen, but the director must be physically present in Ukraine for registration purposes
  • Annual financial reporting obligations apply regardless of activity level

EDRPOU Registration Explained

EDRPOU (Єдиний державний реєстр підприємств та організацій України) is Ukraine's Unified State Register of Enterprises and Organisations. Every legal entity in Ukraine is assigned a unique 8-digit EDRPOU code upon registration. This code functions as the company's permanent identifier across all government systems — tax authority, customs, courts, banking, and employment records.

The EDRPOU code is not something you apply for separately. It is assigned automatically when the company is registered with the state registrar (the Ministry of Justice's registration system, operating through authorised notaries and registration centres). When a company has its EDRPOU code, it is legally in existence. Without a code, the entity does not yet exist in Ukrainian law.

The EDRPOU extract (витяг з ЄДРПОУ) is the publicly available document showing the company's registration details — legal name, address, founder details, date of registration, and current status. This extract is required in virtually all downstream processes: TRP applications, bank account opening, work permit applications for the company's employees, and contractual engagements with Ukrainian counterparties.

Statutory Documents Required for Registration

A Ukrainian TOV is established on the basis of a charter (статут) and a founders' decision (рішення засновника, or протокол for multi-founder TOVs). For a foreign national founder based in Bangladesh, the required documentary package is substantial.

Passport copy (apostilled or legalised)The foreign founder's passport must be authenticated for use in Ukrainian proceedings. Because Bangladesh is not a Hague Convention member, this requires full consular legalisation — not apostille. The legalised passport copy must then be translated into Ukrainian by a certified translator and notarised.
Charter (Статут)The company's constitutional document, drafted in Ukrainian. It must specify the company name (which must be unique in the EDRPOU register), registered address, scope of activity (by KVED codes — Ukrainian business activity codes), charter capital, and governance rules. Boilerplate charters are available but should be customised for TRP-related compliance purposes.
Founders' decisionA single-founder TOV requires a founder's decision (рішення засновника) establishing the company and appointing the director. If the founder is also the director — common for foreign nationals — this must be explicitly stated. The decision must be dated and signed.
Registered address confirmationThe TOV must have a registered legal address in Ukraine. For foreign founders without a permanent Ukrainian address, this typically means engaging a registered address service, which provides a Ukrainian address for official correspondence. The address must be verifiable and not flagged in the EDRPOU register as a known mass-registration address.

The Notary's Role

In Ukraine, company formation must pass through a notary or an authorised state registration centre. The notary verifies the identity of the founders, authenticates signatures on the charter and founders' decision, and submits the registration package to the state registrar. The state registrar issues the EDRPOU code and enters the company in the unified register.

For foreign national founders not physically present in Ukraine, the registration can be conducted by a Ukrainian representative acting under a notarised power of attorney. The power of attorney must itself be legalised (consularised in Bangladesh or notarised by a Ukrainian notary if the founder is in Ukraine). This is one of the common points of failure — a power of attorney that is not correctly authenticated will cause the notary to reject the file.

Tax Registration

Following EDRPOU registration, the company must register with the State Tax Service of Ukraine (ДПС України). This registration happens automatically in most cases, as the registration systems are linked. However, the company must then actively elect a tax system — either the general tax system or the single tax (єдиний податок) system — within 10 days of registration, or it defaults to the general system.

Single Tax System for Small Businesses

Ukraine's єдиний податок (unified/single tax) system is available to businesses below defined revenue thresholds and is the preferred choice for most foreign founders registering a company primarily for TRP purposes. The single tax system is simpler in terms of accounting and filing obligations, and it allows quarterly reporting rather than monthly.

For a TOV on Group 3 of the single tax system (the group typically applicable to legal entities), the tax rate is 5% of revenue (under general VAT rules) or 3% if the company is VAT-registered. The annual revenue cap for Group 3 is approximately UAH 7.8 million (as of 2026 — subject to annual adjustment). Companies expecting to exceed this threshold should register on the general tax system from the outset.

Bank Account Opening

A Ukrainian corporate bank account is necessary for the company to operate — to receive payments, pay suppliers, pay employees, and remit taxes. Since 2022, Ukrainian banks have significantly tightened requirements for foreign-owned entities, particularly those with founders from non-EU, non-EEA jurisdictions. This is not a blanket refusal — banks do open accounts for Bangladeshi-founded Ukrainian companies — but the process requires preparation.

Practical requirements typically include: in-person appearance by the director or an authorised representative with original documents; full KYC on the beneficial owner (the Bangladeshi founder); a business plan or description of intended activities; and confirmation of the source of charter capital funds. Banks that have historically been more accessible for foreign-founded companies include Raiffeisen Bank Aval and FUIB (Перший Украінський Міжнародний Банк) — though acceptance is not guaranteed and varies by branch and relationship manager.

Cost Estimate and Timeline

State registration fees

Nominal (under $10 at current rates). The Ukrainian state does not charge a significant fee for company registration. Legal and notary costs are the main expense.

Notary and legal advisory

UAH 15,000–30,000 (approximately $400–800) for charter drafting, document preparation, notarisation, and registration filing with a reputable Ukrainian legal provider.

Document legalisation (Bangladesh)

MFA fee plus Ukrainian Embassy consular fee plus translation costs. Expect BDT 8,000–15,000 per document and 2–4 weeks per document. Plan ahead.

Registered address service

UAH 3,000–8,000 per year depending on provider. Required if the founder does not have a personal Ukrainian address. Choose a provider who appears in zero mass-registration databases.

Total advisory cost (Kyiv Pathway scope): $300–600 for the company registration advisory component. This excludes notary fees, state fees, and document legalisation costs, which are paid directly to Ukrainian and Bangladeshi service providers.

Timeline: 7–21 working days from complete document submission to EDRPOU code issuance, depending on notary availability and whether any document authentication issues arise. The document legalisation chain in Bangladesh adds 3–6 weeks to the overall preparation period and should be initiated first.

Common Mistakes

Not registering with DMSU after incorporation

Incorporating a company is not the same as having a TRP. After the EDRPOU code is issued, the foreign founder must still file a TRP application with DMSU on the business ground, with the company's registration documents as the basis. Many founders — particularly those who registered without Kyiv Pathway involvement — believe that company registration automatically confers residence rights. It does not.

Failing to file tax returns for a dormant company

A Ukrainian TOV with zero activity must still file nil returns with the tax authority. Failure to file — even for a company that has no revenue and no employees — results in administrative penalties that compound over time, and can result in the company being flagged for suspension or liquidation. A suspended company cannot support a TRP renewal.

Using a fake or mass-registration address

Some registration service providers offer addresses that are already used by hundreds or thousands of companies — a known red flag in the EDRPOU system. DMSU officers reviewing business-ground TRP applications have learned to check address histories. A company at a mass-registration address raises serious questions about the genuineness of the business activity and weakens the TRP application.

Warnings About Fake Company Registration Offers from Dhaka Agents

A specific and well-documented fraud pattern has emerged in Dhaka: agents — sometimes operating as general "Ukraine visa" brokers, sometimes presenting as specialist business consultants — offer to register a Ukrainian company on behalf of a Bangladeshi client for large upfront fees, and then deliver either nothing at all, or a fabricated EDRPOU document that cannot withstand verification.

The tell-tale signs of this fraud:

  • The agent claims to be able to register the company from Dhaka without any involvement of a Ukrainian notary or legal firm
  • The agent demands full payment upfront and refuses to provide verifiable details of the Ukrainian legal entity they claim to be registering
  • The "EDRPOU number" provided cannot be found in the public EDRPOU online register (usr.minjust.gov.ua)
  • The agent claims the company registration process takes only "2–3 days" (the minimum legal timeline is 3 working days but full preparation takes far longer)
  • No Ukrainian legal entity (law firm, notary) is identified as the counterpart handling the registration

Any EDRPOU number provided by an agent can be verified in seconds on the Ukrainian Ministry of Justice public register. If the number returns no result, or returns a company with different details than represented, you have received a fabricated document. The consequences extend beyond money lost: using a fabricated EDRPOU in a visa or TRP application is document fraud under Ukrainian law.

Company + TRP advisory

A Ukrainian company is only useful if it is correctly registered, tax-filed, and linked to your residence permit.

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