Registration of a Financial Company

A financial company is a special business format that allows the provision of financial services on the basis of an appropriate license. This type of activity is regulated, so ordinary registration of an LLC is not sufficient.

For a company to operate legally in the financial services market, it is necessary to properly structure the business, confirm the sources of capital, ensure that managers and qualifying shareholders meet regulatory requirements, prepare internal documents, and obtain a license from the National Bank of Ukraine.

VINCO’S Legal Company supports clients at all stages of establishing a financial company: from the initial analysis of the business model to document preparation, communication with the regulator, obtaining the license, and further legal support of operations.

A financial company is a financial institution that, on the basis of a license, has the right to provide one or more financial services specified by law.

Unlike an ordinary company, a financial company operates in a highly regulated sector. It is subject to requirements regarding ownership structure, business reputation of owners and managers, capital, internal control, financial monitoring, disclosure of information, and protection of consumer rights.

The regulator for financial companies in Ukraine is the National Bank of Ukraine. The NBU carries out authorization, maintains the State Register of Financial Institutions, issues licenses, monitors compliance with prudential requirements, and may apply enforcement measures in case of violations.

Depending on the chosen business model, a financial company may obtain the right to provide the following financial services:

• granting funds and bank metals on credit;
• provision of guarantees;
• factoring;
• financial leasing;
• trading in currency values;
• financial payment services for money transfers without opening an account and/or acquiring of payment instruments, subject to special requirements.

Each area has its own regulatory specifics. For example, trading in currency values requires separate currency authorization, while payment services involve additional requirements under payment services legislation and payment infrastructure registers.

Registration of a financial company may be necessary if the business plans to:

• provide loans to individuals or legal entities;
• launch a factoring model for working with receivables;
• provide financial leasing services;
• issue guarantees;
• work with currency transactions in a permitted legal format;
• combine financial services with other client services;
• create a regulated financial structure for a group of companies or an investment project.

The charter capital of a financial company must be formed in monetary form from confirmed sources of funds. This is one of the key stages of preparation for licensing, as the regulator assesses not only the amount of capital but also the transparency of its sources.

The minimum amount of charter capital depends on the type and number of financial services that the company plans to provide. For a financial company, the law establishes basic thresholds: UAH 3 million for certain cases of providing one financial service, UAH 5 million for two or more services in cases specified by law, and UAH 10 million if the company plans to provide guarantees.

At the same time, the NBU also establishes prudential requirements, including requirements for the adequacy of own capital. Therefore, before launching a project, it is necessary to separately check the requirements applicable to the selected financial service and business model.

Preparation of a financial company for licensing usually includes:

• establishing a legal entity or bringing an existing LLC into compliance with financial legislation;
• defining the exact business model and list of financial services;
• forming charter capital and confirming the sources of funds;
• checking the ownership structure and ultimate beneficial owners;
• checking the business reputation of qualifying shareholders, the director, chief accountant, and other key persons;
• preparing internal regulations, rules for providing financial services, policies, and procedures;
• creating a website with the required public information;
• preparing financial monitoring documents;
• preparing documents related to corporate governance, internal control, compliance, and risk management;
• forming and submitting the package of documents to the NBU.

1. Consultation and analysis of the business model. We determine which financial services the client plans to provide, whether a financial company license is required, which regulatory requirements apply, and which risks should be considered before the company is established.
2. Selection of the organizational structure. We help determine the optimal legal form, composition of participants, ownership structure, management model, and requirements for managers.
3. Establishment or preparation of an LLC. We prepare the charter, minutes or founder’s decision, registration documents, business activity codes, legal address, and support state registration of the company.
4. Formation of charter capital. We advise on the procedure for contributing funds, confirming their origin, and documenting the capital.
5. Preparation of internal documents. We draft rules for providing financial services, internal regulations, policies, financial monitoring documents, compliance, risk management, and consumer protection documents.
6. Preparation of the website and public information. We help prepare the mandatory information blocks that a financial company must publish on its website.
7. Formation of the licensing package. We prepare the application, questionnaires, ownership structure information, information on managers, supporting documents, and other materials for submission to the NBU.
8. Communication with the regulator. We support the review of documents, prepare responses to NBU requests, help eliminate comments, and supplement the package of documents.
9. Obtaining the license and inclusion in the register. After a positive decision, we monitor the entry of information into the relevant registers and transfer the final set of documents to the client.
10. Post-registration support. If required, we provide legal, accounting, HR, contractual, and compliance support for the financial company’s operations.

Preparing documents independently without experience in financial regulation may lead to the following issues:

• incorrectly chosen business model or type of financial service;
• non-compliance of the ownership structure with NBU requirements;
• lack of confirmed sources of funds for capital formation;
• non-compliance of the manager or owners with business reputation requirements;
• incomplete or improperly prepared package of documents;
• poorly drafted internal rules and policies;
• absence of mandatory information on the website;
• regulator’s comments, extension of the review period, or refusal to issue a license;
• risk of fines and enforcement measures after the start of operations.

• establishment of an LLC for a future financial company;
• preparation of the charter, minutes, and corporate documents;
• selection and verification of business activity codes;
• preparation of documents on the ownership structure;
• legal support for confirming the origin of funds;
• development of rules for providing financial services;
• preparation of client agreements;
• financial monitoring documents;
• compliance policies and internal regulations;
• support for opening bank accounts;
• HR and accounting support;
• legal address services;
• post-licensing support of operations.

If you plan to establish a financial company, the VINCO’S team will help you properly assess regulatory requirements, prepare documents, complete the authorization procedure, and launch operations in a lawful and safe manner.