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Foreign investors intending to conduct operations in Ukraine may choose among several legal vehicles depending on their objectives (e.g., commercial operations, marketing, or charitable activity). The selected vehicle determines not only the objective of operations, but also the establishment requirements, corporate governance rules, and opportunities for capital attraction.

Choosing the form of legal presence

The most common and legally viable forms of presence in Ukraine include:

• limited liability company (LLC);
• joint stock company (JSC);
• representative office (RO) of a foreign legal entity;
• charitable organization (ChO).

Until recently, Ukrainian laws allowed for other legal vehicles, including private enterprises, subsidiary enterprises, and foreign enterprises. However, following recent legislative changes, such enterprises are mandated to undergo a reorganization by conversion into another permitted form of presence, e.g., into the LLC.

Each discussed option entails specific requirements concerning incorporation, corporate governance, and financing. Therefore, the choice should be made following a detailed analysis of each option.

Specifics of LLC operation

LLC remains the most popular form of legal entity in Ukraine. It may be established by one or more participants – individuals or legal entities, including foreign investors, who contribute to the charter capital, divided into participatory interests.

LLCs are usually governed by a general meeting of participants and the executive body (sole director or board). However, it is possible to establish a supervisory board and other corporate bodies to achieve various management needs.

There is no minimum charter capital requirement, offering flexibility for participants, since their liability is generally limited to their contributions, shielding personal assets from corporate obligations.

Recent legislative reforms introduced a mechanism for additional capital contributions, allowing participants to inject funds or assets without altering their ownership ratios or increasing the charter capital. Such a measure simplifies business financing and can be implemented by making the necessary amendments to the LLC’s charter.

Moreover, participatory interests in LLCs can now be registered within the Central Securities Depository System, ensuring better protection of ownership rights and simplifying corporate transactions.

Specifics of JSC operation

JSC is a corporate entity whose charter capital is divided into shares representing the ownership interests of shareholders. Before incorporation, it is essential to determine the type of company – public (PJSC) or private (PrJSC):

• PJSC may freely raise equity through the capital markets, offering broader investment opportunities, but being subject to stricter disclosure and regulatory oversight;
• PrJSC limits the number of shareholders and is subject to less rigorous regulation, making it suitable for family businesses providing intra-group loans.

Ukrainian corporate law provides for both one-tier and two-tier corporate governance structures, allowing flexibility in establishing supervisory and management bodies depending on the company’s size and structure. A recent legislative amendment reduced the minimum authorized capital requirement for newly established JSCs from 1,250 to 200 minimum wages (from around EUR 205,000 to EUR 32,800 as of November 2025), thereby facilitating incorporation and investment entry.

Ukraine introduced an electronic voting mechanism for general shareholders’ meetings, ensuring continuity and flexibility of governance during wartime. Minority shareholders are now afforded enhanced protection, with courts increasingly upholding their rights in disputes concerning disclosure, decision-making, and compensation under squeeze-out procedures.

Specifics of RO operation

RO is a separate subdivision of a foreign legal entity that does not possess independent legal personality in Ukraine, but acts on behalf of and in the interests of its parent company. Unlike branches, ROs are limited to conducting auxiliary activities rather than commercial operations. The foreign entity remains fully liable for actions undertaken by the ROs and is fully responsible for financing its activities in Ukraine.

A significant regulatory development is the requirement for mandatory registration of all foreign representative offices in the Ukrainian corporate register. The registration procedure has been streamlined; specifically, applications are now reviewed within several business days by state registrars rather than the ministry’s officials, enhancing transparency and administrative efficiency.

For existing ROs, despite the legally foreseen automatic transfer of their data to the Ukrainian corporate register, this process has been delayed due to ongoing technical adjustments to the software infrastructure. Given the uncertain timeframe for the automatic procedure, it would be sensible for the foreign legal entities to initiate such a transfer of their ROs by submitting the relevant application with the Ministry of Justice of Ukraine. This approach helps to avoid complications and delays in obtaining public services, performing registration actions, or carrying out other procedures requiring official confirmation of an RO’s status in the Ukrainian corporate register.

Specifics of charitable organization operation

ChO in Ukraine operates as a non-profit legal entity and may be incorporated as an institution, society, or foundation. Depending on the type, incorporation and corporate management requirements will vary.

Charitable activities conducted by ChOs may be financed from the funds and assets donated by founders and other donors.

ChOs’ defining feature is their non-commercial nature. They are prohibited from distributing income among founders, executives, related parties, or employees. This principle directly affects asset management along with dissolution procedures. Registration in the Register of Non-Profit Institutions and Organizations is a prerequisite for acquiring non-commercial legal status. Compliance with reporting standards, the targeted use of funds, and other statutory requirements are critical to maintaining this status.

Following the ongoing russia’s war in Ukraine, the role of ChOs has expanded substantially. They actively raise resources for humanitarian aid, military support, and assistance to civilians affected by hostilities.

Summary

Selecting the appropriate form of legal presence in Ukraine is a strategic decision rather than a procedural formality. It determines the incorporation requirements, the company’s corporate governance structure, and financing options.

A well-considered corporate structure is a cornerstone of any investment decision, directly influencing the investor’s operational efficiency in Ukraine.

Source: https://www.lexology.com/library/detail.aspx?g=c8f41085-5cb1-459a-8698-ad4f369aaa17&utm_source=lexology+daily+newsfeed&utm_medium=html+email&utm_campaign=lexology+subscriber+daily+feed&utm_content=lexology+daily+newsfeed+2025-11-20&utm_term=

The Romania – Ukraine Bilateral Chamber of Commerce launched, under the auspices of the Embassy of Ukraine in Romania, the project: REBUILDING UKRAINE

Rebuilding Ukraine is designed to be a platform that includes companies that have the capacity and eligibility for Ukraine reconstruction projects, respectively:

1. Establishing a sectoral list of economic agents in Romania, members of the CCBRU, who have the ability and extensive experience in the field of activity they represent and in which they operate;
2. The organization of an event, at a bilateral level, in which representatives of the Governments of the two countries and other officials, as appropriate, and also representatives of CCBRU member companies will participate, as special guests;
3. Maintaining a permanent dialogue with a view to mutual awareness of useful data and necessary information for the implementation and conduct of activities related to the resilience – recovery and reconstruction of Ukraine;
4. Making available the information necessary to fulfill and carry out the procedures regarding the implementation of various projects related to the reconstruction of Ukraine in which economic agents from Romania will be involved.

Interested companies, which believe that they have the ability and strength necessary to be involved in the reconstruction process, but which do not hold the member status of the Romania-Ukraine Bilateral Chamber of Commerce, can register by using the application for membership.

Source: https://rebuildingukraine.ro/en/aderare/

Investing in Ukraine’s economic resilience and future remains EBRD’s priority. So far this year we have invested €2.2 billion in Ukraine’s real economy, surpassing our goal of investing between €1.5 and €2 billion annually. We are also laying the foundation for the country’s reconstruction, supporting crucial policy reform to achieve impact beyond pure investments.

This month, our Ukrainian partner banks told us about the challenges they face and the opportunities ahead at our third Annual Roundtable on Banking Sector Resilience in Wartime Ukraine. Scroll down to read five things to note about the state of the banking sector in the country. We also released our latest economic forecasts for Ukraine. Amidst the continuation of the war and its impact on investment and trade, we cut our outlook, forecasting growth at 2.5% this year.

Our Managing Director for Ukraine and Moldova, Arvid Tuerkner, has just returned from his trip to Ukraine. What made this one particularly special, was his visit to the Chornobyl Power Plant. He shares his thoughts below.

Thank you for reading our new edition of EBRD in Ukraine Monthly. Scroll down for a recap of the latest news on the EBRD’s activities in the country.

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Ukraine’s Wartime Banks Look Ahead

Resilience is the keyword, but challenges remain when it comes to Ukraine’s financial sector.

• Liquidity remains strong with banks holding buffers several times above regulatory requirements, with no systemic stress despite the ongoing war.
• Lending is cautiously recovering, boosted by risk-sharing facilities from IFIs and the government: MSME lending is expected to rise by over 30% in the next 12 months, while corporate and residential by ~25%. Risk appetite is still restrained, but improving.
• Non-performing loans (NPLs) are falling. After spiking in 2022, NPLs have gradually declined to ~27% of portfolios. Most NPLs, however, represent legacy exposures.
• Profitability is robust. Most banks remain solidly profitable. In 1H 2025, our partner banks delivered ~33% Return on Equity (ROE) on average, with state-owned banks achieving ~45%.
• Optimism is on the rise. Sentiment is notably stronger than a year ago, confirmed by both our partners’ feedback and the NBU’s latest surveys.

At the same time labour shortages, operational risks, and an unpredictable tax policy remain the top challenges raised by our partner banks

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From the field: Arvid Tuerkner in Chornobyl

Managing Director for Ukraine and Moldova, Arvid Tuerkner, shares his thoughts on his most recent visit to Ukraine, where apart from meeting clients and partners, he also got to visit the Chornobyl Nuclear Power Station.

Why was this trip to Chornobyl special?

This was the first time I got to visit Chornobyl and see firsthand the colossal New Safe Confinement that the EBRD financed as part of a decades’ long international effort to seal off the damaged nuclear plant. It is a true feat of modern engineering: a giant arc made of more than 80 elements and weighing 36,000 ton, which has transformed the site of one of world’s worst ecological catastrophes into an environmentally safe and secure area. The NSC or “shield” as some call it, has been one of the EBRD’s landmark projects. I also got to inspect the damage done to it following Russia’s drone attack on the plant this February.

What was the damage and why is this important?

The giant structure seals out wind, snow, and rain and has been confining radioactivity inside since its completion in 2019. But Russia’s drone strike has damaged the structure. Not only has it caused a 15-metre hole in the shield, but it also ignited a fire inside the sandwich structure of the NSC. In order to extinguish it, 340 holes had to be drilled into the cladding all over the surface. This has caused water to leak inside the plant and risks the possible release of contaminated dust. That’s why it is vital to restore the NSC’s functionality, so the facility continues to perform its originally envisaged function – preventing the toxic radioactive dust from spreading out and enabling the safe dismantling of Soviet-era Sarcophagus covering the 4th reactor underneath it.

What is the EBRD doing to remediate this?

Since the February attack, our Nuclear Safety team has been working on carrying out emergency repairs to the NSC. Our teams were on the ground in Chornobyl days following the attack, to assess the situation. But while repairs are ongoing, much more will need to be done to avoid further deterioration and restore the NSC to adequate safety levels. This is something we continue to work with our Ukrainian counterparts on, and hope this work can be supported by all of Ukraine’s partners.

Source: https://www.linkedin.com/pulse/ebrd-ukraine-monthly-ebrd-rfhre/

Earlier this month, the Governing Board (the Board) of the United States-Ukraine Reconstruction Investment Fund (the Fund) held its inaugural meeting, adopting its operating rules. The Fund was officially established in May 2025 by means of an agreement between the United States and Ukraine (the Agreement) in order to foster economic cooperation and support investments for the development of Ukraine’s natural resources and related infrastructure.

This blog post outlines the objectives and key terms of the Agreement, highlights potential legal rights for investors and suggests risk mitigation strategies.

The scope of the Agreement and its key terms 

The Fund will support investments in natural resource mining and related infrastructure in Ukraine from investors based in the United States, the European Union and other States backing Ukraine’s defence against Russia’s invasion. “Natural resources” covered by the Agreement include sites, reserves and deposits of a vast list of mineral assets (such as, for example, copper, lithium or nickel) in Ukraine’s territory, as well as oil, natural gas (including liquified natural gas), and other hydrocarbons.

The Fund is established as a limited partnership, jointly owned and managed by the United States and Ukraine through the respective States’ agencies (the US-Ukraine Partnership). The US-Ukraine Partnership will enjoy exclusive and preferential rights with respect to investment projects in Ukraine, in particular: 

• Investment Opportunity Rights. Licences and special permits for subsoil use of the relevant natural resources issued by Ukrainian authorities will include a provision requiring licensees and permit holders seeking to raise capital to disclose certain investment information to the US-Ukraine Partnership. The same will apply to public-private partnership contracts, concessions, and other agreements to construct or operate significant infrastructure assets that are up for approval by Ukrainian authorities. Should the US-Ukraine Partnership express interest in participating in such projects, investors must engage in good faith negotiations with the Partnership and may not grant third parties more favourable financial terms.
• Market-Based Offtake Rights. Licences and special permits will include a provision allowing the United States (or its designees and assignees) to negotiate offtake rights on market-based commercial terms during the licence or permit term. Investors will have to refrain from offering more favourable financial terms to third parties for the offtake of such products.

With regard to the contributions to the Fund, Ukraine will transfer 50% of the State budget’s revenue (royalties, licence fees, amounts payable under production sharing agreements etc.) from the issuance of new licences or special permits for the exploration, mining or other use of the relevant natural resources in Ukraine, as well as from the exploitation of any unexploited (“dormant”) licences and permits. A permit is considered “dormant” if no work has been carried out in the past ten years (or, if less than 1% has been extracted to date). As of May 2025, there were more than 150 “dormant” subsoil use permits in Ukraine. 

For its part, the United States will contribute by way of the new military assistance (in any form) provided to Ukraine and, possibly, further funds. It is expected that for the first ten years, investment returns will not be shared between the United States and Ukraine but will be re-invested in new projects on the terms set out in the limited partnership agreement (the LP Agreement), which is not yet public.

Incentives for investors 

While it is estimated that about 5% of the world’s critical minerals are in Ukraine, most of these remain undeveloped. The situation is further complicated by a lack of reliable, up-to-date geological data. This historic partnership aims to speed up development in the sector, opening up investment opportunities in Ukraine’s rich natural resources to foreign investors. Against this background, the Agreement offers preferential rights to the US-Ukraine Partnership, which include:

• Tax guarantees. The Fund’s income, the payments under the LP Agreement, as well as distributions and other payments from the Fund will not be subject to taxes, levies or other charges in Ukraine.
• Free transfer and conversion of funds. Subject to certain exceptions related to Ukraine’s macro-financial stability, Ukraine will ensure free convertibility and transferability of funds to the Partnership’s accounts. This should enable execution of payments under the Agreement “without cost, condition, or delay”.
• No less favourable treatment. Notwithstanding any new legislation adopted in the future, Ukraine will continue to accord to the US-Ukraine Partnership treatment no less favourable than that required by the Agreement. Further, Ukraine may not invoke the provisions of its domestic laws to justify any failure to perform its obligations under the Agreement.

It is understood that although these rights are granted to the US-Ukraine Partnership, they are meant to safeguard and foster the underlying investment projects. Any non-compliance or modification of the rights granted under the Agreement to the Partnership may in fact also impact the relevant investments, making them commercially less attractive and ultimately affecting their value. In order to ensure that legal risks are – to the extent possible – mitigated, it is paramount for foreign investors to consider available legal protections, and structure their investments accordingly. 

Key contractual risks and mitigation strategies

In return for its investment, the US-Ukraine Partnership will have economic and governance rights in future projects. While at this stage it is unclear to what extent investors will be able to negotiate the relevant contractual terms with the Partnership, it may be beneficial to consider the following aspects:

• Degree of control. The degree of the US-Ukraine Partnership’s involvement in the projects must be clearly defined. Investors should aim to retain – to the extent possible – control over key decisions related to the investment, as well as any changes to the business or potential exit strategies. 
• Decision-making. The Fund is organised as a limited partnership on a 50:50 basis, which means that neither the United States nor Ukraine will have a preferential vote. All important decisions would have to be made by consensus of a six-member Board (with three members from the United States and three from Ukraine). This means that both sovereigns – through their delegates – will have to align on major decisions to avoid deadlocks, which may prove difficult given the geopolitical issues involved. The interests of the US-Ukraine Partnership will have to be balanced with those of the investors. One would therefore need to ensure that the underlying contracts provide for a fair and effective decision-making process. This should include clear mechanisms available in case of tied votes and disagreements between the stakeholders.
• Dispute resolution. Ideally, investors should seek to include a dispute resolution clause to ensure the effective resolution of any claims. One way to achieve this may be to include an arbitration clause in the underlying investment contract, ensuring a neutral venue and a neutral applicable law (as opposed to litigation in Ukrainian or US courts). It is reported that the LP Agreement (not yet publicly available) provides for Delaware law to apply to the limited partnership matters and New York law to corporate matters with disputes to be solved by a three-member ad hoc tribunal seated in London. 

Available investment treaty protection

Moreover, investment risks are inherent in any long-term project requiring significant upfront commitment of capital. The investment projects the Agreement aims to foster are no exception. In an ever-changing geopolitical environment, this inevitably carries risks of uncertainty, particularly in highly volatile markets such as Ukraine. 

International investment treaties provide a number of legal protections to foreign investors, including the possibility to seek compensation for damages caused to their investments via international arbitration. Foreign investors could bring claims directly against Ukraine under one of its 65 bilateral investment treaties (BITs) in force, including those with the United States and with many EU Member States. Investors need to ensure that their investments are covered and protected by the relevant BITs. 

In the long term, one area where we envisage possible policy shifts or legislative changes is Ukraine’s accession to the European Union (the EU). There were several significant steps forward in this regard:

• Ukraine has already made extensive commitments under the EU-Ukraine Association Agreement signed in 2014, which identifies the areas where Ukraine needs to harmonise its domestic legislation with EU law. For example, Ukraine must ensure the enforcement of competition law, which should gradually be aligned with EU law. 
• In recognition of its progress in implementing the Association Agreement, on 23 June 2022, Ukraine was granted candidate status for accession to the European Union. This paves the way for the accession negotiations, during which the EU and Ukraine will identify further areas where harmonisation is needed calling for further legislative changes. 

The incentives to be granted under the Agreement raise concerns as to their potential non-compliance with EU law, particularly EU competition law. For instance, any financial assistance provided by the Fund to projects might qualify as unlawful State aid giving an investor an unfair advantage over its competitors. In such case, if Ukraine is to harmonise its competition laws with EU law, certain incentives under the Agreement may need to be reviewed and even revoked as incompatible with EU law. This could in turn impact the rights of investors who may want to seek redress for the damages caused to their investments by such changes.

In this context, EU investors seeking to benefit from the Fund’s support may be advised to consider structuring their investments through their non-European subsidiaries. This would ensure that EU law does not constitute an obstacle to the enforcement of investors’ rights under applicable investment treaties.

Outlook

The Agreement is an important step in strengthening economic relations between Ukraine and the United States and has the potential to attract foreign investment to support Ukraine’s recovery and reconstruction. The Agreement envisages cooperation for decades to come, with many steps to be taken by investors with the support of the US-Ukraine Partnership before exploration and mining can begin. Once the Agreement has been fully implemented, it will be important to see how it aligns with any potential peace framework agreement. Other States supporting Ukraine’s reconstruction and defence efforts may also be willing to benefit from co-investing in Ukraine’s natural resources, which could lead to changes and rearrangements to the initial plan. 

Source: https://riskandcompliance.freshfields.com/post/102l5dp/us-ukraine-economic-partnership-a-new-era-for-the-development-of-ukraines-miner#page=1