Submission of Ownership Structure and Disclosure of Ultimate Beneficial Owners

A transparent ownership structure and correctly identified ultimate beneficial owners are essential elements of lawful business activity in Ukraine. UBO information is used during state registration, bank compliance checks, financial monitoring, participation in tenders, licensing procedures, investment transactions, and cooperation with counterparties.

Errors in the ownership structure may result in refusal to conduct registration actions, additional requests from a bank or state registrar, a mark in the Unified State Register indicating possible inaccuracy of information, and potential fines.

VINCO’S Legal Company assists businesses with preparing ownership structures, identifying ultimate beneficial owners, collecting supporting documents, and submitting information to the state registrar.

An ownership structure is a document that reflects the system of ownership and control over a legal entity. It shows who directly or indirectly owns the company, through which legal entities or other arrangements such control is exercised, and who actually influences the company’s activities.

In practice, the ownership structure is usually prepared as a chart, table, or other visual document that allows the chain of ownership to be traced from the Ukrainian legal entity to the ultimate natural person.

The ownership structure should generally include:

• all participants or shareholders of the legal entity;
• the chain of direct and indirect ownership;
• the size of shares or voting rights;
• non-resident legal entities, if any are present in the structure;
• ultimate beneficial owners or a substantiated reason for their absence;
• the nature and extent of beneficial ownership or influence.

An ultimate beneficial owner, or UBO, is always a natural person who exercises decisive influence over the activities of a legal entity. Such influence may be direct or indirect.

Direct decisive influence is usually associated with a natural person directly owning at least 25% of the charter capital or voting rights of a legal entity.

Indirect decisive influence may be exercised through other companies, trusts, corporate agreements, the right to appoint management, determine voting results, influence key decisions, or receive economic benefits from the company’s activities.

It is important to understand that formal ownership of a share does not always mean UBO status. A nominee owner, intermediary, or person acting in the interests of another person is not considered the ultimate beneficial owner.

Information on the ownership structure and UBOs is submitted when a legal entity is created and also when information about beneficial owners, the ownership structure, or the nature of control changes.

Legal entities must keep information on UBOs and ownership structure up to date. If changes occur, the company must notify the state registrar within 30 business days from the date of such changes and submit supporting documents.

If the company identifies incompleteness, inaccuracies, or errors in previously submitted UBO or ownership structure information, corrected information must be submitted no later than three business days from the date of detection.

The annual confirmation of UBO information previously provided by law has been cancelled. However, the obligation to keep the information up to date and notify the registrar of changes remains in force.

The obligation to disclose UBO and ownership structure information applies to most private-law legal entities, including LLCs, private enterprises, joint-stock companies, business associations, and other companies, unless a specific statutory exemption applies.

Ukrainian law provides a list of legal entities to which the requirements for submitting UBO and ownership structure information do not apply. Such entities may include, among others, political parties, trade unions, bar associations and law offices, religious organizations, state authorities, local self-government bodies, state and municipal enterprises, homeowners’ associations, certain cooperatives, and other entities expressly specified by law.

Before submitting documents, it is advisable to separately verify whether the obligation to disclose UBOs and ownership structure applies to the specific legal entity.

Depending on the ownership structure and the composition of the company’s participants, the following documents may be required:

• a state registration application;
• a visual ownership structure chart;
• information on ultimate beneficial owners;
• copies of UBO identity documents;
• documents confirming direct or indirect ownership;
• extracts from foreign registers if non-resident companies are part of the structure;
• documents relating to trusts, funds, or similar arrangements, if applicable;
• translations, apostille, or legalization of documents, if required;
• a power of attorney for the representative, if documents are submitted by a lawyer or another authorized person.

The greatest difficulties usually arise when company owners include other legal entities, non-residents, investment funds, trusts, or several persons who jointly exercise control. In such cases, it is not enough to indicate only the formal participants of the company.

The full chain of control must be shown, and the natural persons who ultimately exercise decisive influence over the legal entity must be identified. If there is no UBO, the ownership structure must include a substantiated explanation of the reason for such absence.

A properly prepared ownership structure should be clear not only to the state registrar but also to banks, auditors, investors, counterparties, and other parties conducting compliance checks.

Failure to submit, late submission, or submission of knowingly false UBO information may have negative consequences for the company.

• refusal to conduct a registration action;
• entry of a mark in the Unified State Register regarding possible inaccuracy of information;
• requests from the state registrar or the Ministry of Justice;
• complications with bank servicing;
• risks during tenders or licensing procedures;
• reputational risks for the business;
• fines for violating legal requirements.

Ukrainian law provides for a fine of 1,000 to 20,000 non-taxable minimum incomes for failure to submit or late submission of information about the UBO or the absence of a UBO.

1. Initial consultation and analysis of the client’s situation.
2. Verification of the legal form of the company and whether UBO disclosure is required.
3. Analysis of participants, owners, corporate documents, and the ownership chain.
4. Identification of ultimate beneficial owners or preparation of a substantiation for their absence.
5. Preparation of the ownership structure chart.
6. Preparation of the application and supporting documents.
7. Review of non-resident documents, translations, apostille, or legalization, if required.
8. Submission of documents to the state registrar.
9. Support during the review and communication with the registrar.
10. Delivery of the final document package and recommendations for further updates.

VINCO’S Legal Company provides comprehensive legal support in matters related to ownership structure disclosure and ultimate beneficial owners.

We can assist with:

• analyzing the company’s ownership structure;
• identifying UBOs;
• preparing the ownership structure chart;
• reviewing documents of Ukrainian and foreign participants;
• preparing applications and supporting documents;
• submitting documents to the state registrar;
• correcting errors in previously submitted information;
• updating information when owners or control structures change;
• preparing explanations in case discrepancies are identified.

If you need to submit an ownership structure, update UBO information, or correct errors in the Unified State Register, the VINCO’S team will help you complete the procedure properly, without unnecessary risks or loss of time.