Setting up a GmbH (TOV) in Ukraine: A Secure and Tax-Efficient Market Entry

Content:

Why Choose a GmbH (TOV) to Establish Your Business in Ukraine?
A Flexible Structure with No Minimum Capital Requirement
A Straightforward and Fast Company Formation Process
An Attractive Tax Environment
Making Your Business Setup in Ukraine a Success
Secure Every Step with the Support of Our Experts
 

Anyone looking to invest in Ukraine or establish a business there benefits from a clear and efficient legal framework. Setting up a limited liability company (TOV) offers international investors attractive tax conditions and legal certainty. Here, we outline the essential considerations to keep in mind when starting out.

Why Choose a GmbH (TOV) to Establish Your Business in Ukraine?

If you are considering expanding your business into Ukraine, forming a Limited Liability Company (TOV - the Ukrainian equivalent of the German GmbH or the Romanian SRL) is a particularly suitable option.

This legal structure is the most commonly used in the country. It offers both security and flexibility, making it especially attractive for foreign investors. You can establish a TOV either on your own or with other individuals or legal entities — an advantage for projects involving international partners.

One of the key benefits is limited liability: shareholders are only liable up to the amount of their contributions. Personal assets remain protected.

A Flexible Structure with No Minimum Capital Requirement

Ukrainian law does not impose a minimum share capital to set up this type of company. Legally, even 1 Ukrainian hryvnia (approx. €0.02) is sufficient. However, it is advisable to provide a more substantial amount to cover initial startup costs.

Additionally, a virtual or “mailbox” address may be used for registering the company’s official seat, offering further administrative flexibility, particularly for non-residents.

A Straightforward and Fast Company Formation Process

Establishing a GmbH/SRL in Ukraine typically involves two main phases: document preparation and official registration.

To begin, the following basic information is required:

  • Company name
  • Registered office address
  • Personal details of shareholders (passports, contact information)
  • Business activity and proposed company structure

 

Documents such as powers of attorney and commercial registry excerpts must be notarized. If any documents originate from abroad, they must be translated into Ukrainian — which is typically done locally.

Next, the company’s articles of association and, where applicable, a shareholders’ agreement are drafted.

Once all documentation is in place, the company can be officially registered. This step is generally completed within 2 to 5 working days.

After registration, a corporate bank account must be opened. If you plan to hire foreign employees, work permits may also be required.

An Attractive Tax Environment

Ukraine offers two main corporate tax regimes, each tailored to different business profiles:

General Tax Regime

  • Corporate income tax: 18%
  • VAT: 20% (mandatory for annual turnover above €23,800)
  • Personal income tax: 18%
  • Military tax: 5%
  • Social security contributions

Simplified Tax Regime

  • Unified tax: 5% (without VAT) or 3% (with VAT)
  • Military tax: 1%

 

These conditions make Ukraine particularly attractive for entrepreneurs looking to optimize their tax position while maintaining legal certainty.

Making Your Business Setup in Ukraine a Success

Setting up a GmbH/SRL in Ukraine offers access to a growing market, combined with legal certainty aligned with European standards.

When well-prepared, the process is both efficient and transparent, allowing for a smooth and timely market entry.

Secure Every Step with the Support of Our Experts

Sound legal and tax guidance is essential to ensure your company is compliant from day one and to avoid costly mistakes.

Our firm supports you throughout the entire process:

  • Legal and tax structuring advice
  • Preparation and notarization of documents
  • Translation and local formalities
  • Guidance through to successful registration — and beyond

 

Contact us today to schedule an initial consultation.

We will guide you through every step of setting up your GmbH/SARL in Ukraine — efficiently, securely, and with complete peace of mind

In cooperation with Yevgen Zarudnyev, LL.M Eur (Dresden), PhD, ZILVER.

 

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Author: Stefan-Andrei Pisargeac
Author: Dr. Bernhard Heringhaus