New rules of the UBOs' disclosure: what will change starting from 29 December 2022?
New rules of the UBOs' disclosure: what will change starting from 29 December 2022?
On 6 September 2022, the Parliament passed the Law of Ukraine No. 2571-IX "On Amendments to Certain Laws of Ukraine on Improving the Regulation of Ultimate Beneficial Ownership and Ownership Structure of Legal Entities" (the "Law").
The following key changes in the disclosure of ultimate beneficial owners (the "UBO") regime will come into force from 29 December 2022, when the Law comes into force.
Alternative (easier) way to confirm the UBO's identity
Now the only way to confirm the UBO's identity for the disclosure purposes is to submit a notarised copy of the UBO's ID document (passport) to the public registrar. The Law will give an alternative: the applicant may submit either (i) a notarised copy of the ID document or (ii) a copy of the ID document certified by the electronic signature of the Ukrainian company's director (making the submission easier and cheaper).
Please note that such copy must be notarised/certified not earlier than 90 days before the day of its submission to the public registrar.
- change of the information about UBOs of a legal entity – logically, in this case, the applicant has to submit full set of documents for the purposes of UBOs' disclosure; and
- change of the information about (i) an amount of the authorised capital, (ii) number of shares held by participants, (iii) composition of the participants of a limited liability company or additional liability company – in these cases, the applicant has to submit only the ownership structure (there is no need to submit proof of a UBO’s identity).
- within six months from the date the Methodology has been approved; but
- not earlier than 90 days from the date of termination or cancellation of the martial law in Ukraine.
- intentionally providing false information about a UBO or its absence in the documents submitted to a public registrar; and
- failure to submit or untimely submission of information about the UBO or its absence.
- (a) information about a UBO and/or ownership structure of a Ukrainian entity may be submitted in electronic form;
- (b) the obligation to annually confirm information about UBO has been cancelled (thus alleviating some documentary workload on companies).
At the same time, if the information about a UBO has changed, a legal entity must submit to the public registrar documents confirming such change within 30 business days after the change; and
- (c) public registrars are authorised to make an indication in the corporate registry that the information about a UBO and/or ownership structure is potentially inaccurate (e.g., based on information from the law enforcement, state authorities, banks) and, subsequently, verify such information.
Source: the Law of Ukraine "On Amendments to Certain Laws of Ukraine on Improving the Regulation of Ultimate Beneficial Ownership and Ownership Structure of Legal Entities"
Our experts: Yevheniy Deyneko, Andriy Olenyuk, Yuliia Kylchynska, Olha Horodniuk, Yuliia Sharabar.
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