Procedure for registration/changes/de-registration of separate subdivisions of legal entities formed according to legislation of the foreign countries has changed

Changes were made to legislation and instead of the applicant principle for separate subdivisions of legal entities formed according to legislation of the foreign state, including permanent representative offices, it was established that registration/changes/de-registration in the controlling authorities is carried out on the basis of information from the Unified state register of legal entities, individuals-entrepreneurs and public organizations (hereinafter – Unified state register).

Such changes came into effect on September 3, 2024 and were included in the Tax Code of Ukraine (hereinafter – Code), Law of Ukraine № 2464-VI as of 08.07.2010 "On collection and accounting of single contribution to obligatory state social insurance" (hereinafter – Law № 2464), Law of Ukraine № 755-IV as of 15.05.2003 "On state registration of legal entities, individual entrepreneurs and public organizations" (hereinafter – Law 755) by the Laws of Ukraine № 3257-IX as of 14.07.2023 "On amendments to certain legislative acts of Ukraine regarding regulation of activities of separate subdivisions of legal entity formed according to legislation of the foreign state" № 3813-IX as of 18.06.2024, "On amendments to of the Tax Code of Ukraine regarding the administration peculiarities during the martial law for taxpayers with a high level of voluntary compliance with tax legislation".

Transfer to the Unified state register of information about existing and registered branches and representative offices of legal entities established according to legislation of the foreign countries, regulated by Procedure for transferring information about existing and registered branches and representative offices of legal entities to the Unified state register of legal entities, individuals-entrepreneurs and public organizations, formed according to legislation of the foreign countries, approved by Resolution of the Cabinet of Ministers of Ukraine № 1004 as of 03.09.2024 (hereinafter – Resolution 1004).

As of today, state registration of creation, information changes and termination of separate subdivisions of legal entities formed according to legislation of the foreign countries must be carried out according to the Law № 755 by including information in the Unified state register according to procedures similar to legal entities formed according to Ukrainian legislation.

In the same way as for Ukrainian legal entities, registration of separate subdivisions of legal entities formed according to legislation of the foreign state, including permanent representative offices, as taxpayers and payers of single contribution to obligatory state social insurance is carried out on the basis of information from the Unified state register, provided in accordance with the Law № 755, on the day of receipt of the specified information by the controlling authorities. Data on registration of separate subdivisions of legal entities, formed according to legislation of the foreign state, are transferred to the Unified state register on the registration day of such payers.

Changes to information about separate subdivisions of legal entity formed according to legislation of the foreign state are now subject to state registration in accordance with the Law № 755 (information changes in name, organizational legal form, activity types, manager, location and changes in other information contained in the Unified state register and defined by Part 6 of Article 9 of the Law № 755). Controlling authorities receive such changes from the Unified state register in order of information interaction.

Data on the stay of separate subdivision of legal entity formed according to legislation of the foreign state in the process of termination, including data on the termination decision, information on the termination commission (liquidator, liquidation commission, etc.) and on deadline for creditors to declare their claims are also subject to inclusion in the Unified state register. Accordingly, measures related to the termination of separate subdivision of legal entity formed according to legislation of the foreign state are initiated by the controlling authorities after receiving from the Unified state register information on the state registration of termination decision of separate subdivision. In relation to such separate subdivision, the controlling authorities send to the Unified state register information on the absence (presence) of arrears from payment of taxes and levies, and absence (presence) of arrears from payment of single contribution to obligatory state social insurance.

Therefore, in case of the need for state registration of information changes about separate unit, state registration of termination decision of separate unit, receipt of other public services by separate unit, information about which has not yet been transferred to the Unified state register, the separate unit must submit appropriate applications according to procedure provided by the Law № 755 and Resolution № 1004.

From now on, separate subdivisions of legal entity submit non-resident applications (for the foreign legal company, organization, or its separate subdivision) to the controlling authorities using form № 1-OPN only in case of information change regarding person responsible for accounting and/or tax accounting. Other changes are subject to the state registration in the Unified state register.

Since data on registration of separate divisions of legal entities formed according to legislation of the foreign state are confirmed by information (for example, certificate or statement) from the Unified state register, the controlling authorities do not issue certificate on the taxpayer’s registration whose information is not subject to inclusion to the Unified state register, according to form № 34-OPP, as well as notification on registration as a payer of single contribution, which is not covered by the Law № 755, according to form № 2-ESV.

Duplicates of such previously issued certificates and notifications may be issued by the controlling authority to separate subdivision of legal entity formed according to legislation of the foreign state, which was registered before 03.09.2024, data of which has not been transferred to the Unified state register, which is not in the process of termination, and who has no information changes entered in the Unified state register.

Separate subdivisions enter into the Unified state register data on termination decisions and may not submit Application for liquidation or reorganization of the taxpayer in form № 8-OPP and Application for deregistration as a payer of single contribution in form № 7-EUV. Actions for termination of separated divisions, in respect of which termination procedures were initiated and not completed by 03.09.2024, are completed in manner determined by the Law № 755.