How to Register a Limited Liability Company (LLC) in 2026
Are you planning to establish a legal entity? In 2026, the range of legal forms available to private businesses has narrowed somewhat compared with previous years. We explain how to register an LLC, what has changed in the legislation, and what you should consider before submitting the documents.
On 28 August 2025, pursuant to Law of Ukraine No. 4196-IX dated 9 January 2025, ‘On the Specifics of Regulating the Activities of Legal Entities of Certain Legal Forms During the Transitional Period and Associations of Legal Entities’, the Commercial Code of Ukraine ceased to be in force. Relations previously governed by the Commercial Code are now regulated by the Civil Code of Ukraine and special laws.
For businesses, this has two practical consequences: new private enterprises, subsidiaries, state-owned enterprises and municipal enterprises may no longer be established. Existing private enterprises have a three-year transition period, until 28 August 2028, to convert into an LLC or a joint-stock company.
Accordingly, the two relevant legal forms for private business are now an LLC and a joint-stock company, with an LLC remaining the optimal choice for the vast majority of companies.
The advantages of establishing an LLC include the following.
1. The company is liable for its obligations with all property it owns, while its members are not liable for the company’s obligations. An exception applies to members who have not made, or have not fully made, their contributions: they bear joint and several liability for the company’s obligations within the value of the unpaid portion of each member’s contribution (Part 2 of Article 2 of the LLC Law).
2. The law does not establish a minimum amount of share capital. The founders determine it independently, and it may be as little as UAH 1. However, an excessively nominal amount of capital may harm the company’s reputation with banks and counterparties.
3. Contributions to the share capital may consist of money, securities or property (Article 13 of the LLC Law). A non-cash contribution is subject to monetary valuation by a unanimous resolution of the general meeting attended by all members.
4. Members may regulate their relations by entering into a shareholders’ agreement (Article 7 of the LLC Law).
5. There are no restrictions on the minimum or maximum number of company members. An LLC may also have a sole member who simultaneously acts as its director.
The amount of the share capital and the nominal value of the interests are determined in hryvnias.
Each member must make their contribution in full within six months from the date of the company’s state registration, unless the articles of association provide otherwise (Article 14 of the LLC Law).
Both individuals and legal entities, residents and non-residents, may be founders.
The director may be a Ukrainian citizen or a foreign national, provided that the employer obtains a permit to employ foreign nationals and stateless persons (Section VII of the Law of Ukraine ‘On Employment’).
The registration procedure includes the following steps:
1. Organisational decisions
Before preparing the documents, the following matters must be determined:
the full and abbreviated name of the LLC in Ukrainian and, optionally, in a foreign language; its uniqueness should be checked in the Unified State Register;
the registered address of the LLC; the law does not require a document confirming the address to be filed, but a lease agreement or the premises owner’s consent will be needed by the bank, the tax authorities and in the event of inspections;
the types of business activity, namely the codes under KVED-2010. It should be noted that Order No. 191 of the State Statistics Service dated 28 October 2025 approved the new Classification of Economic Activities NACE 2.1-UA, which will take effect on 1 January 2027. Codes will not be replaced automatically and will have to be updated by application;
the share capital and the allocation of interests among the founders;
the director and the scope of the director’s authority;
the taxation system;
the articles of association.
2. Articles of association
You may choose either model articles of association or individually drafted articles.
The model articles are suitable for simple structures: one or two founders and a standard allocation of authority. They do not need to be printed, signed or notarised. Information on operating under the model articles and the selected versions of their provisions is entered in the Unified State Register.
Individually drafted articles are necessary where there are several partners, foreign investments, specific quorum rules, restrictions on the disposal of interests, a special procedure for a member’s withdrawal, or particular profit-distribution rules.
When the company is established, individually drafted articles must be signed by all founders, whose signatures are notarised (Part 3 of Article 11 of the LLC Law).
3. Set of documents
The following documents are submitted for the state registration of an LLC:
· an application for the state registration of the establishment of a legal entity in the approved form;
· minutes of the founding meeting, where there are two or more founders, or the resolution of the sole founder;
· the articles of association, or information on operating under the model articles;
· information on the ultimate beneficial owner (UBO) and the ownership structure.
4. Submission of documents
The ‘Registration of an LLC under the Model Articles of Association’ service is available online through the Diia portal. This is the fastest and least expensive method, but it is available only where the model articles are used.
Documents may also be submitted to a state registrar, through an Administrative Services Centre, or to a notary authorised to act as a state registrar.
Documents for the state registration of a legal entity are reviewed within 24 hours of receipt, excluding weekends and public holidays.
No administrative fee is charged for the state registration of a newly established legal entity. Costs arise only for related services, including notarial services, translations and legalisation of documents for non-residents, legal assistance and obtaining a qualified electronic signature.
Technically, an LLC can be registered in 2026 within one day and without a state fee because the procedure has been digitalised. However, the cost of a mistake should not be underestimated: an incorrectly selected taxation system, errors in the articles for a multi-partner business, contributions not made on time, or an improperly prepared ownership structure can create problems that cost more than professional legal assistance with registration.
Therefore, model the ownership structure and tax regime in advance, and only then click ‘Register’.
