Updated requirements to the form and content of the ownership structure

A new version of the Regulation on the Form and Content of the Ownership Structure has been approved by the Order of the Ministry of Finance of Ukraine No. 161 dated 2 April 2024 (the "Order"). In particular, this legal act contains the following changes:

  • new concepts have been introduced: "chain of control/ownership", "level of control/ownership", "participation of a person in the chain of control/ownership", "public company" and "key participant"; a public company is considered to have no key participants
  • a public company is a legal entity established in the form of a public joint stock company whose shares are admitted to trading on a stock market from the list approved by the Resolution of the Cabinet of Ministers of Ukraine No. 586 dated 21 May 2024
  • in relation to joint stock companies, the ownership structure shall disclose only the key participants; specific requirements have also been established for mutual and corporate investment funds as well as non-state pension funds
  • the ownership structure shall be drawn up according to the prescribed form, which contains columns that are mandatory for filling in, and submitted together with its schematic representation, which must fully comply with the information specified in the ownership structure
  • examples of the ownership structure and its schematic representation shall be published on the official website of the Ministry of Finance of Ukraine
  • clear requirements are established to the form of the schematic representation of the ownership structure, in particular, for the representation of ownership relations, chains of control/ownership, and other interrelationships
  • the amount of a person's participation shall be calculated by adding up their direct and indirect ownership in all chains of ownership of corporate rights, while the amount of indirect participation shall be calculated using a special formula
  • the requirements to the form and content of the ownership structure do not apply to legal entities regulated by the National Bank of Ukraine and the National Securities and Stock Market Commission, or to entities that are not required to submit information on the UBO and ownership structure under the applicable legislation

The Order enters into force 90 days after the date of termination or lifting of martial law in Ukraine. Within 6 months from the date of its entry into force, the previously submitted information on the ownership structure will be considered complete in the absence of changes, inaccuracies, or errors.

It should be noted that the Law of Ukraine "On Prevention and Counteraction to Legalization (Laundering) of Criminal Proceeds, Terrorist Financing and Financing of Proliferation of Weapons of Mass Destruction" stipulates that in case of incompleteness, inaccuracies, or errors in the previously submitted information on the UBO and/or ownership structure, a legal entity must submit corrected information to the state registrar within 3 business days.

For further information, please contact Asters' Senior Partner Armen Khachaturyan, Counsel Maksym Tereshchuk, and Associate Lesya Vasylenko.

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