Embassy of Ukraine in the Socialist Republic of Vietnam

Kyiv 01:21

Trade and economic relations of Ukraine and Vietnam

Trade and economic cooperation between Ukraine and Vietnam

Trade and economic cooperation between Ukraine and Vietnam is based on the following documents: Agreement between the Government of Ukraine and the Government of Vietnam on trade and economic relations (1992); Agreement between the Government of Ukraine and the Government of Vietnam on the Ukrainian-Vietnamese Intergovernmental Commission on trade-economic and scientific-technical cooperation (1993) The last 14th meeting of this Commission was held in Kyiv in October 2017.    

Table 1. Main indicators of bilateral trade in goods between Ukraine and Vietnam in January-February of 20181 (According to the data of the Government Statistical Agency of Ukraine)

 

Export

Import

Balance

thousands of US dollars

% to January-February 2017

thousands of US dollars

% to January-February 2017 

Total

7376755,5

117,9

8117920,7

120,3

-741165,2

Vietnam

18935,0

158,4

69365,8

131,7 –50430,8


1
 Excluding the occupied territory of the Autonomous Republic of Crimea, the city of Sevastopol and a part of the anti-terrorist operation territory.

Scientific and technical cooperation between Ukraine and Vietnam

Scientific and technical cooperation between the two countries is based on an agreement between the governments of Ukraine and Vietnam on Scientific and Technological Cooperation (1996) and the Agreement between the National Academy of Sciences of Ukraine and еру National Center for Natural Science and Technology of Vietnam (2000).

This field is reasonably considered as one of the most promising areas of bilateral cooperation. Organizationally it is provided by a Joint Subcommittee on Scientific and Technical Cooperation. The last, fifth meeting of this body was held on December 5-9, 2011 in Hanoi.

International Trade Fairs in Vietnam in 2018

The list of the exhibitions and fairs that will take place in Ukraine in 2018

 Government Portal of Ukraine

 Information for entrepreneurs

To make a specific request, please, complete the form below and send to the Economic Section of the Embassy.

Questionnaire form can be downloaded here (Word.doc or PDF.pdfprogramm for PDF)

The completed form can be sent by e-mail:  emb_vn@mfa.gov.ua

Investment atlas of Ukraine and passports of the regions

http://bit.ly/1zi9kDm

Registration of a Representation

Law of Ukraine on Foreign Economic Activities (City of Kyiv, April 16, 1991, №959-XII)

Article 5. Right to foreign economic activities

"… Foreign business entities, which carry out foreign economic activities in Ukraine, have the right to open their representative offices in Ukraine. Registration of these offices shall be carried out by the Ministry of Economy of Ukraine within 60 days since the date the documents are submitted for registration. For the registration of a representative office of a foreign business entity on the territory of Ukraine there shall be submitted:
· application for registration of a representative office in free form;
· extract from the trade (banking) register of the country, where the foreign business entity is officially registered;
· reference from the banking institution, where an applicant’s account is officially kept;
· power of attorney to carry out representative functions issued in accordance with the law of the country where the office of the foreign business entity is officially registered;

The above documents shall be certified by a notary at the place of issue and dully legalized in consular institutions of Ukraine, if international agreements of Ukraine do not provide to the contrary. Foreign business entities shall pay for the registration of a representative office in the amount, fixed by the Cabinet of Ministers of Ukraine, which shall not exceed real expenses of the country, connected with this registration.

Should The Ministry of Economy of Ukraine refuse in registration of a representative office of foreign business entity or take no decision on its registration within the established 60-day term, the foreign business entity may appeal such refusal in judicial bodies of Ukraine.

There shall be prohibited to demand from a foreign subject of economic activities re-registration of previously registered representative office in Ukraine.

Should any change of name, legal status, legal address of a foreign business entity or its bankruptcy take place, the respective representative office in Ukraine shall inform about that The Ministry of Economy of Ukraine within the 7-day period.

Economic, including foreign economic, activities of foreign business entities on the territory of Ukraine, shall be regulated by the laws of Ukraine, where it concerns the procedure for implementation of economic activities in Ukraine. If this activity is connected with foreign investments, it shall be regulated by the relevant laws of Ukraine…"

List of Documents Necessary for Registration of a Representation of a Company in Ukraine

1. Application for registration on a letterhead of a company signed by Head of a company and with seal affixed. Form is free. Application has to contain:
· name of a company;
· address of a company;
· telephone and fax numbers;
· name of a city, in which a representation is established, and future address of a representation;
· if subsidiaries are envisaged, please name cities of their location;
· number of foreign employees in a representation;
· date of establishment of a company;
· name of a bank and number of account;
· field of activities of a company;
· purpose of establishment and field of activities of a representation (representation activities only), information on business relations with Ukrainian partners and prospects of cooperation development.
Original of application with a signature of Head of a company attested by notary is submitted.

2. Extract from Trade Register of a country of location of an officially registered central management body (office) of a foreign business entity is attested by notary.

3. Certificate of a bank, in which account of a company is opened, containing the number of account. Original of certificate of a bank is submitted. Signature of a bank employee, which issued certificate is attested by notary.

4. Warrant in the name of concrete person for execution of representative functions in the territory of Ukraine, listing authorities of a representative.

Original of warrant with signature of Head of a company attested by notary is submitted.

Originals of documents listed in Paragraphs 1,23,4 have to be duly legalized in consular offices, representing interests of Ukraine.

The documents have to be translated into the Ukrainian language. Translation is attested by a seal of an official translator only.

The documents have to be submitted to Ministry of Economy of Ukraine no later than 6 months after their issuing in a country of location of a company.

Under acceptance of documents for registration, an applicant is given the number of account for payment of registration fee, amounting to 2 500 USD.

Doing Business in Ukraine

The Ukrainian Civil Code (No. 435-IV, dated January 16, 2003, effective January 1, 2004) and Economic Code (No. 436-IV, dated January 16, 2003, effective January 1, 2004) in combination provide for virtually any type of companies. Despite the dazzling range of business structures offered under Ukrainian law, foreign investors typically choose one of the following four alternative business structures:

· representative office (which is not a legal entity, and can be either commercial or non-commercial);

· wholly-owned foreign subsidiary or enterprise (usually with limited liability provided in the founding documents);

· "joint ventures" — companies with foreign participation (either in the form of a closed stock company or a limited liability company); or agreements on joint cooperation and production, which do not require registration of a separate legal entity, including toll manufacturing or production outsourcing agreements.

Resident vs. Non-resident Status

One significant consideration in selecting the appropriate business structure involves Ukrainian foreign currency legislation, which categorizes the above structures as either non-residents or residents, depending on the type of activities carried out.

Non-commercial representative offices are "non-residents" under currency regulations and tax legislation, while commercial representative offices, subsidiaries and joint ventures are classified as "residents" because they are legal entities, registered and residing in Ukraine for more than 183 days per year. While the distinction is not clearly expressed in other laws, it is significant in terms of tax consequences and the ability of foreign businessmen to effectuate transactions in foreign or Ukrainian currency.

Both subsidiaries and joint ventures have the status of separate corporate entities and, thus, both limit an investor's liability to its initial investment. As Ukrainian corporate entities, joint ventures and subsidiaries are considered to be "residents" under Ukrainian currency regulations and they are subject to a different financial regime than "non-residents" (such as representative offices). For instance, resident companies may only transact business in Ukrainian currency.

Representative Offices

By definition, a representative office of a foreign company is not a separate legal entity, but is viewed as an "arm" of a non-resident company. As such, a representative office is not incorporated under Ukrainian law. A representative office simply represents the interests of a foreign legal entity on Ukrainian territory and, consequently, there is flow-through liability for the parent company.

Another consequence: representative offices that are accorded "non-resident" status under the Ukrainian taxation system are subject to a special financial regime under tax laws and currency regulations. Foreign companies initially prefer to register their presence as non

resident representative offices, particularly in case of import-export activities or simple research of the market opportunities and conditions.

The key function of such non-resident representative offices is to service existing contracts between the non-resident company and a local customer, but not to engage in commercial activities on its own behalf. Engaging in the so-called "commercial activities" (executing contracts in its own name, accepting payment for goods, etc.) may result in a representative office's re-classification as a "resident," thereby being taxed based on local revenues derived from its activity in Ukraine.

Moreover, the Ukrainian corporate tax legislation places non-residents into two categories: those which effectuate profit-generating activities in Ukraine (a) through a permanent representative office (active), or (b) without a permanent office (passive). Different tax rates and payment procedures attach to each category. This significant distinction is aimed at closing the loophole by which non-resident representative offices circumvented currency regulations and paid lower (if any) taxes in Ukraine on activities typically performed by resident companies.

Residents: Joint Stock and Limited Liability Companies

Wholly-owned foreign subsidiaries and joint ventures usually take the form of either closed joint stock companies or limited liability companies, depending on the particular requirements of the project. Both structures are considered to be "residents" under the Ukrainian currency regulations and tax laws, and both have the corporate shield, limiting the liability of founders or shareholders to the value of their contributions to the company.

Several differences exist between the above companies. For example, in a limited liability company, the founders own equity in the company, expressed by a percentage of ownership (i.e., such a company does not issue shares of stock). The main difference between a limited liability company and a joint stock company, however, lies in the degree of structural complexity. Limited liability companies are relatively simplistic and accommodate the interests of minority owners. In sharp contrast, joint stock companies can be extraordinarily complex, particularly in cases of highly negotiated joint ventures with state-owned enterprises, and do not give minority shareholders very much protection.

The management structure of a stock company and that of a limited liability company is very similar with a few minor variations. The three-part structure is headed by the "general assembly of shareholders" (or in case of a limited liability company, "general assembly of participants") which represents the interests of the company owners. The next level, the "supervisory council" (a.k.a. the "board of directors") is optional in both structures; it is commonly employed in the stock company structure, but smaller companies tend to disregard it. The final level, the management board, performs the company's day-to-day functions.

In practice, simple joint ventures or 100% foreign-owned companies usually register in the form of a limited liability company. This company structure allows a relatively small number of people to avoid a complex multi-layered management structure composed of a general assembly, supervisory council and management organs and to avoid the registration of shares of stock. It is particularly attractive in cases of 100% foreign-owned companies because the charter (by-laws) can provide for one executive organ where the founder has complete and unequivocal control.

Capitalization Requirements

The Law "On Economic Associations" governs the formation of joint stock companies and limited liability companies, and contains no limitations on the size of share capital for joint stock companies, provided however that the company's authorized capital is divided into shares of stock of equal nominal value.

The minimum capitalization for registration of joint stock companies is 1,250 minimum monthly salaries, while for limited liability companies it is 100 minimum monthly salaries. As of January 1, 2007, one minimum monthly salary is equal to UAH 400 (from July 1, 2007 it will increase to UAH 420 and from December 1, 2007 to UAH 460). Note that increases of the minimum monthly salary are common; therefore, please verify this information before calculating authorized capital, fines, fees, etc. Contributions to the authorized capital of a company may be either in cash or in-kind.

Shareholders of stock companies and founders in limited liability companies must make initial pre-registration deposits towards their contributions prior to registration. According to the Law "On Economic Associations," 50% of a shareholder's contribution must be paid prior to registration if the shares are originally distributed amongst the founders of a joint stock company or a limited liability company. The remaining sum must be paid in its entirety, no later than one year after registration of both types of companies.

Company Registration

On July 1, 2004, the Law of Ukraine No. 755-IV "On State Registration of Legal Entities and Physical Entities-Entrepreneurs," dated May 15, 2003 (hereinafter the "Law"), came into force. The Law was specifically tailored to correspond with the Civil and Economic Codes of Ukraine, which simultaneously came into effect on January 1, 2004. The discussion below focuses on the registration of legal entities.

State registration in Ukraine evidences the creation or liquidation of legal entities, as well as any other registration activities which require an entry into the Unified State Register of Legal Entities and Physical Entities-Entrepreneurs (the "Register"). The Register should be fully up and running in 2006, including a "one-window" registration point.

Registration is performed by a duly qualified state registrar. They are responsible for registering legal entities, reserving names of legal entities (a novelty in Ukraine) providing information to various state authorities from registration cards, creating and storing registration cards, filling out and issuing certificates of registration and extracts from the Unified State Register, registering amendments in the founding documents of legal entities, registering terminations of activity.

Document Preparation

All documents to be submitted for any registration activity must be personally submitted or sent by registered mail and must be written in Ukrainian. Registration cards must be typewritten or handwritten in print and signed (in case of dispatch by registered mail, the applicant's signature must be notarized). All founding documents (charters, founding agreements, if applicable, regulations) must completely conform to the requirements of Ukrainian legislation.

Please note that documents, which are executed and issued in a foreign country, must be duly signed, notarized with a certification of the notary's signature by the authority in the foreign country authorized to certify such signatures and, finally, legalized with the Ukrainian Consulate in the foreign country or certified by an Apostille, provided that the foreign country has recognized Ukraine as a member to the 1961 Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents.

After a legal entity or entrepreneur is entered into the Unified State Register, the relevant state registrar will create a registration file and assign it a registration number.

Registration Process

The registration of a legal entity usually entails submission of the following documents:

· a duly filled in registration card for carrying out the state registration of the  company;

· a copy of the resolution of the founders or their authorized bodies on the  creation of a legal entity;

· two counterparts of the founding documents (according to the Civil and Economic Codes, the charter is the founding document of most types of companies,including joint stock companies, limited liability companies and enterprises);

· the document evidencing payment of the registration fee for the state registration of a legal entity; and for legal entities established by a foreign legal entity (foreign legal entities), a duly legalized (certified by Apostille) extract from the trade, banking or court register in such entity's (entities') country of location, which extract evidences registration in such country.

Again, we stress that if the above documents are issued in a foreign country, then such documents must be notarized, certified and affixed with an Apostille stamp in accordance with the 1961 Hague Convention (or legalized in the Ukrainian consulate in the country of origin) to use them officially in Ukraine. Importantly, "state registration" does not include mandatory registration with the social security funds, the Pension Fund of Ukraine, the Employment Center and the tax authorities.

In addition, the state registrar must provide to the statistics bodies, the state tax authorities, the Pension Fund of Ukraine and the social security funds (hereinafter "Registration Authorities") notice on the state registration of the company with an indication of the number and date of registration and all information in the company's registration card. This act alone will be the basis for the inclusion of the company into the registers of the aforementioned state authorities.

Individuals, who carry out commercial activities including the manufacturing and sale of products, the rendering of services or the performance of certain jobs, must also register as entrepreneurs for tax purposes. As a brief overview, the state registration of entrepreneurs includes the submission of a duly executed registration card and a copy of the individual's certificate evidencing registration as a taxpayer and payer of other mandatory payments and the payment of the registration fee.

Country profile of Ukraine 

 

Useful links to Ukrainian sites