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Ukraine Company Registration FAQ for Bangladeshi Founders

Registering a Ukrainian company (TOV) is one route Bangladeshi nationals use to establish a legal presence — and a TRP ground — in Ukraine. The process is feasible but has real requirements around substance, tax, and banking. Here are answers to the fifteen most common questions we receive.

Can a Bangladeshi citizen be the sole owner and director of a Ukrainian company?

Yes. Ukrainian law allows a single foreign national to be both the sole shareholder and director of a TOV (LLC). No Ukrainian co-founder is required. However, as director, you will need a Ukrainian tax number (РНОКПП / ідентифікаційний код), which requires an in-person visit to the tax authority or advance preparation.

What is the minimum share capital for a Ukrainian TOV?

Ukrainian company law does not set a minimum share capital for a TOV. In practice, a nominal amount (e.g., UAH 1,000) is sufficient legally. However, DMSU reviewing your TRP application based on business grounds may look at whether the business has genuine economic substance — a UAH 1,000 company with zero activity will likely face scrutiny.

Does registering a company automatically give me a TRP?

No. Registering a TOV creates a lawful ground to apply for a TRP (business/entrepreneurial ground). DMSU independently assesses each TRP application. They may ask for evidence of genuine business activity. A dormant company will likely result in TRP refusal or non-renewal.

How long does company registration take?

See /library/processing-times/company-registration-timeline. Summary: 7–21 working days for the registration itself. Add bank account opening (3–14 days for foreign directors) and Ukrainian tax number acquisition if you do not have one.

What is an EDRPOU code?

EDRPOU (Єдиний державний реєстр підприємств та організацій України) is Ukraine's national business registry number — a unique 8-digit identifier for every registered entity. It is the primary verification tool. Anyone doing business with your company will check your EDRPOU at data.gov.ua. See /library/legal-definitions/edrpou-explained.

What taxes does a Ukrainian TOV pay?

Options: (a) єдиний податок / single tax system Group 3: 5% of revenue (VAT-free) or 3% (VAT-payer). Simple bookkeeping. (b) General system: 18% corporate income tax on profit + 20% VAT if turnover exceeds threshold. For a small operation, Group 3 single tax is simpler. A Ukrainian accountant is essential — budget UAH 3,000–8,000 per month.

Can I open a Ukrainian bank account as a foreign director?

Yes, but it is increasingly complex post-2022. Ukrainian banks require enhanced due diligence for foreign nationals. Plan for 1–4 weeks and have apostilled corporate documents plus passport legalisation ready. Some banks are more foreign-director-friendly than others.

Do I need to be physically in Ukraine to register a company?

For most steps, yes — notary visits and state registrar filings typically require in-person presence or a Ukrainian-licensed power of attorney (notarised and apostilled). It is possible to register via POA, but the director tax number registration usually requires an in-person visit to the Ukrainian tax authority.

What happens to my company if I leave Ukraine?

The TOV continues to exist and has ongoing tax and reporting obligations regardless of where the director is physically located. If you leave and your TRP lapses, the business ground for TRP on return may need re-establishing. Discuss continuity planning with your accountant and legal adviser.

Can I sell goods or services to customers in Bangladesh from my Ukrainian TOV?

Yes — a Ukrainian TOV can enter into foreign contracts and receive foreign currency. Currency control regulations apply to foreign receipts. Consult a Ukrainian tax adviser on the correct invoicing and tax treatment for cross-border transactions.

What happens if I register a Ukrainian TOV but never actually conduct business?

Serious consequences on two fronts. First, DMSU will likely refuse to renew your TRP when it comes up for renewal — a dormant company with no transactions, no clients, and no employees does not demonstrate the genuine economic activity DMSU expects from a business-ground TRP holder. Second, the State Tax Service monitors registered entities for activity; a company with zero turnover for extended periods may be flagged for de-registration proceedings or a tax audit. In addition, an empty company still has mandatory quarterly or annual tax reporting obligations — failure to file can result in fines. Registering a company purely as a TRP instrument, without genuine business intent and activity, is a high-risk strategy.

Can I have employees in my Ukrainian TOV as a Bangladeshi director?

Yes. A Ukrainian TOV can hire employees regardless of the director's nationality. However, employment triggers a set of Ukrainian Labour Code obligations: you must issue formal employment contracts, register the employment relationship with the tax authority (повідомлення), process payroll in UAH, deduct personal income tax (18%) and military levy (1.5%) from salaries, and pay the unified social contribution (ЄСВ) at 22% of gross salary to the social insurance system. Managing all of this correctly requires a Ukrainian accountant — the penalties for payroll non-compliance are significant. Budget UAH 4,000–10,000 per month for accounting services if you have employees.

What is the difference between TOV and FOP for immigration purposes?

TOV (Товариство з обмеженою відповідальністю) is a limited liability company — a separate legal entity with its own EDRPOU code, bank account, and legal standing. FOP (Фізична особа-підприємець) is a sole trader registration attached directly to your individual identity. For immigration purposes, a TOV provides a stronger TRP ground: DMSU views a TOV as a more substantial economic presence because it is a distinct corporate entity with potential employees, premises, and contracts. A FOP is easier and faster to register (often 1–3 days), but DMSU may scrutinise FOP-based business TRP applications more closely because a sole trader registration alone demonstrates less economic substance. For most Bangladeshi nationals seeking a durable TRP ground, a TOV is the more defensible basis — at the cost of higher setup complexity and ongoing accounting obligations.

Do I need to be physically in Ukraine to renew my TRP if I own a Ukrainian company?

Not strictly required by the letter of the law, but DMSU expects business-ground TRP holders to have meaningful physical presence in Ukraine. Extended absences — particularly if combined with no visible company activity (no payroll, no transactions, no contracts during your absence) — create a strong risk of TRP renewal refusal. DMSU officers assessing renewal applications look at whether the applicant has actually been conducting business in Ukraine, not merely holding a company registration. If you anticipate extended time outside Ukraine for legitimate reasons (medical, family), document these reasons carefully and ensure your company remains active with a local representative. Discuss your specific situation with an immigration lawyer before being absent for more than 3 months consecutively.

Can a Ukrainian TOV own property or sign leases?

Yes — a Ukrainian TOV can own real property (purchase, hold, and sell it), sign commercial leases for office or business premises, and enter into contracts in its own name as a legal entity. This is important for immigration purposes: a TOV that holds a lease agreement for an office or business premises, and has utility bills in the company name, provides strong documentary evidence of economic substance when DMSU assesses your TRP renewal. A lease agreement showing that your company occupies real space in Ukraine is one of the most straightforward pieces of evidence that the company is genuinely operating. If your company operates from your residential address, ensure this is permitted under Ukrainian zoning rules and is clearly described in the company charter.

TOV vs FOP — Quick Comparison Table

FactorTOV (LLC)FOP (Sole Trader)
Legal entitySeparate legal entity with own EDRPOUAttached to your personal identity, same tax number
Setup time7–21 working days1–3 working days
Setup costHigher — notary, registrar, charter feesLower — minimal filing fees
TRP ground strengthStrong — separate corporate entityWeaker — DMSU may scrutinise more
LiabilityLimited to share capital in most casesPersonal liability for business debts
EmployeesCan hire employees directlyCan hire but under different labour regime
Tax (simplified)Group 3: 5% of revenue or 3% + VATGroup 1/2/3 options — Group 3 at 5% common
Bank accountCorporate account requiredCan use personal account for FOP income
DMSU preferenceGenerally preferred for TRP renewalAcceptable but may need stronger evidence
Important note on substance

The single most important factor in a business-ground TRP application or renewal is demonstrable economic substance: real revenue, real clients, real transactions, a physical address, or employees. DMSU officers are experienced at identifying shell companies registered purely for immigration purposes. A company that cannot show genuine commercial activity is a significant TRP risk — structure your business activity accordingly from day one.

Key Dates and Deadlines to Track

Company registration7–21 working days from notarised submission to state registrar
Bank account opening3–14 days for foreign directors after EDRPOU is assigned
Tax number (РНОКПП) for director1–5 days at State Tax Service in person
TRP application windowWithin 15 working days of entering Ukraine on D-visa
TRP processing time15 working days from accepted application
TRP renewal — file byAt least 30 days before current TRP expiry
Annual tax filing (Group 3)Quarterly reporting; annual declaration by 9 February of following year
Unified social contribution (ЄСВ)Due by 20th of month following payroll period
Risk warning — dormant companies

A company registered in Ukraine but with no economic activity creates compounding risk: DMSU refusal at TRP renewal, State Tax Service scrutiny, potential fines for unfiled quarterly reports, and reputational issues at Ukrainian banks. If your business plans change after registration, do not simply abandon the company — formally liquidate it through the state registrar process or place it in a legally correct dormant status with the help of a Ukrainian lawyer and accountant. Abandoned companies accumulate unpaid social contributions, generate tax debt, and can affect your future ability to register businesses or obtain TRP in Ukraine.

Ready to register your Ukrainian company?

We coordinate company registration for Bangladeshi founders — from EDRPOU to tax number to bank account. Our flat-rate package covers the full registration process.

Further reading — company registration in context

Company registration is one of three primary TRP routes for Bangladeshi nationals in Ukraine — alongside employment-based TRP (work permit + employment contract) and investment-based TRP. For most applicants, the employment route is more straightforward and carries lower compliance obligations. Company registration makes sense when you have a genuine business purpose in Ukraine — consulting, IT services, trade, or a product business — and the business can demonstrate real revenue-generating activity from day one. If your primary goal is to obtain a TRP while employed by a Ukrainian company, the employment-based route avoids the tax, accounting, and substance obligations that come with running a Ukrainian TOV.

If you are uncertain which route best fits your situation, an eligibility assessment will map your specific circumstances to the available TRP routes and give you a clear recommendation before you commit to the registration process.

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