Video guide
Prostopravo TV talks about the advantages and disadvantages of the main forms of doing business in Ukraine.
A seal impression cannot be a mandatory requisite of any document submitted by a business entity to a state authority or local government body. A copy of a document submitted by a business entity to a state authority or local government body is considered certified in the prescribed manner if such a copy bears the signature of an authorized person of such a business entity or the personal signature of an individual entrepreneur. A state authority or local government body does not have the right to require notarization of the accuracy of a copy of a document if such a requirement is not established by law.
The presence or absence of a company seal on a document does not create legal consequences.
The production, sale and/or purchase of seals is carried out without obtaining any permits.
Accordingly, changes have been made to the legislative acts regulating the activities of business entities of various organizational and legal forms to the effect that the seal is no longer a mandatory attribute of a legal entity. In addition, if previously the legislation established that the seal must reflect the name and identification code of the business entity, now the requirements for the content of the seal have been abolished.
Opening a bank account for a legal entity
To begin full-fledged work, a legal entity must open a current account in any commercial bank. You can compare RKO tariffs.
In accordance with the requirements of the Instructions on the procedure for opening, using and closing accounts in national and foreign currencies (NBU Resolution No. 492 of November 12, 2003), to open an account you must provide the following documents to the bank:
- application for opening a current account. The application is signed by the head of the legal entity or another authorized person;
- copies of the duly registered constituent document (charter / constituent agreement / constituent act / regulations). Legal entities whose constituent documents are posted on the electronic services portal do not submit a constituent document in paper form. Legal entities of public law that act on the basis of laws do not submit a constituent document. A legal entity created and/or operating on the basis of a model charter approved by the Cabinet of Ministers of Ukraine submits a copy of the decision on its creation or on carrying out activities on the basis of a model charter signed by all founders;
- a card with samples of signatures and seal impressions, certified by a notary.
A person who opens a current account on behalf of a business entity must present a passport or other identification document. Representatives of legal entities must also provide documents confirming their authority. Resident individuals additionally present a document issued by the relevant state tax service authority, certifying their registration in the State Register of Individual Taxpayers.
To open a current account for the formation of the authorized or consolidated capital, share or indivisible fund of a business entity - a legal entity, you will need:
- an application for opening a current account, signed by a person authorized to open an account by the founders of a legal entity;
- one copy of the original constituent document or its copy certified by a notary. In the case of opening an account for the formation of the authorized capital of a joint-stock company, instead of a constituent document, an agreement / decision on the creation of a joint-stock company or a copy thereof certified by a notary is submitted;
- decision of the founders (participants) to determine the person who is granted the right to open and dispose of an account, which is drawn up in the form of a power of attorney certified by a notary (if at least one of the founders (participants) is an individual). Instead of the original power of attorney, a copy certified by a notary can be submitted to the bank.
In the case of opening a current account to form the authorized capital of a business company, the founder (participant) of which is one person, the following must be submitted:
- application for opening a current account. Information that an account is being opened to form the authorized capital of a business company, the founder (participant) of which is one person, is indicated in the “Additional information” line of the application for opening a current account;
- one copy of the original constituent document or its copy certified by a notary. In the case of opening an account for the formation (authorized capital) of a joint-stock company, instead of a constituent document, a decision on the establishment of a joint-stock company or a copy thereof certified by a notary is submitted;
- a power of attorney or a copy of a power of attorney in the name of the person who has the right to open and dispose of an account, certified by a notary. If the account is opened personally by the founder (participant), then this document is not required.
The funds of the founders (participants) are credited to this account for the formation of the authorized or compiled capital, share or indivisible fund of a legal entity before its state registration. This account begins to function as a current account only after the bank receives the documents necessary to open a current account, and the bank receives a response message or notification counterfoil about the registration of the account by the state tax service at the location of the legal entity.
Let us recall that at the moment for most organizational and legal forms of enterprises the minimum amount of authorized capital is not established by law. This means that it can be anything.
Online registration of a business entity
To carry out the procedure for state registration of a business entity, in this case an LLC, you must use the service of the Ministry of Justice at the link: https://online.minjust.gov.ua/
Just a few simple operations and you are the founder of an LLC.
All useful information about obtaining an electronic digital signature from the Accredited Center for Certification of Keys of Justice Authorities at the link.
You can obtain an electronic digital signature in any other way: for example, from the tax authorities or a bank.
and in the upper right corner click on the “Login” button.
After going to the authorization page (https://online.minjust.gov.ua/login), you must attach an Electronic Digital Signature by selecting a Key Certification Center; Then you should click the “Return” button, find your digital signature on the computer and enter the key protection password and click the “Read” button.
The user also has the opportunity to register and subsequently log in to the portal of electronic services “Online House of Justice” using a secure media (Crystal / Diamond, etc.). To do this, you need to connect the protected media to your computer, then select Key Certification Center, select the type media and enter the key protection password and click the Read button.
Change of digital signature
If you need to change your digital signature on the electronic service “Online Justice Booths”, you must perform the following steps:
On the portal page https://online.minjust.gov.ua/login you must authorize using a new digital signature by selecting the Key Certification Center;
The user also has the opportunity to register and subsequently log in to the electronic services portal “Online House of Justice” using a secure medium.
You need to connect the protected media to your computer, then select the Key Certification Authority, select the media type and enter the key protection password and click the Read button.
The registration process is carried out in your personal account. By selecting the “Register online” button, you have the opportunity to begin registration. Select the green button in the upper left corner of the “Create an application” screen and select in the drop-down window which business entity you want to register (legal entity or individual entrepreneur).
To register a legal entity, fill out the following information:
Don't forget to click the "Save" button.
And save by clicking the “Save” button.
On the tab "Zv'azok" We fill in information about phone numbers, email addresses, and Internet page addresses, if available, of course.
And, again, don’t forget to save.
If you have decided on the types of activities of your enterprise, you can limit yourself to entering their codes by selecting the “KVED” item. The system itself finds the type of activity and, after clicking the “Save” button, adds them to the application. The system does not limit the number of activities that can be included in the application.
Tab "Documenti", like the next tab "Scanned copies", has a number of secrets. Pay attention to the items marked with a red marker. These are the documents that must be marked for submission. Option documents are marked with a green marker: power of attorney (only in the case where the owner of the digital signature is not the founder, but an authorized representative), an application for the election of a simplified taxation system and a registration application for voluntary registration as a VAT payer.
If the founder (one of) your LLC is a legal entity, check the box about the document confirming the structure of owners of this legal entity.
Please note the following. An administrative fee is not charged for state registration of a business entity, but you must select the item on the document confirming payment of the registration fee; without this, the system will not allow you to proceed further. Apparently, the developers have not yet had time to adapt the portal to new legal requirements. Similarly, you need to select the clause on constituent documents even if your LLC will use a model charter, and you indicated this above.
Save your list of documents and move on to the next tab. Before you start working with the next step, you need to scan all your paper documents. And in this section, your scanned paper documents are uploaded to the portal. Please note the requirements for uploaded documents:
- image format: black and white;
- resolution: 150 x 150 dpi;
- color depth: 4 bits;
- finished file format: compressed multi-page. TIFF up to 300-900 kB in size;.
- Documents containing more than one page are scanned into one file.
- data compression algorithm: LZW.
If the files containing scanned documents are not signed with an electronic signature, select the option “Signing the entrusted file” and sign each downloaded file (select the file through the “Browse” and “Way” functions, indicate the location of the digital signature certificate, enter the password for the key and press the “Sign” button ). After signing the file, click the “Save” button and, if everything was done correctly, the file with the document will be uploaded to the portal. For your payment receipt, create a blank TIFF file, sign it, and upload it. The same applies to the Articles of Association, if you use the model LLC Articles of Association. Otherwise, the system will not allow you to proceed with further registration actions, namely submitting an application.
Once you have completed downloading the documents, go to the “Directors” tab. Add, as shown in the picture, the founders of legal entities and/or individuals, selecting the appropriate items.
You can skip the “Signatory” tab if, besides the director, no one else has the right to sign on behalf of your LLC.
Lastly, we enter the manager’s information:
We save the information and bypassing the “Videomosti shodo pay” tab, you can go directly to the “Subscribe” button. After clicking this button (1), the private key authorization window will appear. Enter the password (2) and click the “Sign” button (3) in the authorization window.
If all document files are signed, uploaded, and all necessary data is filled in, then your application will move to the “Signed” category.
After sending the document for processing, state registration of a business entity LLC must be carried out within 24 hours, provided, of course, that the data is filled out correctly and scanned documents are completed. You can track all stages of your application in your personal account.
When the state registration procedure is completed, information about your LLC will be entered into the Unified State Register of Legal Entities and Individual Entrepreneurs, including data on registration with the State Fiscal Service, you will be able to order a registration form and extract from the Unified State Register through the online services of the Ministry of Justice of Ukraine.
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