Expected amendments to legislation on beneficial ownership and state registration of legal entities

On 30 April 2025, the Cabinet of Ministers of Ukraine approved Draft Law No. 13233 “On Amendments to Certain Legislative Acts of Ukraine Regarding Compliance with European Union Law and the Relevant Criteria Established by the European Payment Council, Aimed at Ukraine’s Accession to the Single Euro Payments Area (SEPA)” (the “Draft Law”). The Draft Law introduces substantial amendments on matters concerning beneficial ownership regulation, state registration of legal entities, and financial monitoring. As of June 2025, the Draft Law is under consideration by the specialized committee of the Verkhovna Rada of Ukraine.

These proposed changes form part of Ukraine’s broader efforts to align with European standards, particularly in the context of joining SEPA and further integrating into the EU financial system.

Among the key provisions of the Draft Law, the following should be highlighted:

1. Establishment of the Register of Ultimate Beneficial Owners of Trusts or Similar Legal Formations (the “Register”)

The Draft Law envisions the creation of the centralized Register to provide access to information on individuals, who control assets held in trusts or similar structures in the territory of Ukraine. Regardless of the country of registration of the trust or the citizenship of the trustees or beneficial owners, if the trust enters into business relations, acquires real estate or manages any objects in the territory of Ukraine, information about such trust and its UBOs is subject to inclusion in the Register. This initiative is aimed at enhancing transparency for the entities utilizing trust-based arrangements, including legal entities, registered both in Ukraine and in other jurisdictions.

The Register will include the following information:

• Name of the trust or legal formation
• Purpose and objectives of the trust or legal entity
• Country of establishment and location of the trust or other similar legal formation
• Details of the assets controlled by the trust in the territory of Ukraine
• Information on ultimate beneficial owners
• Information on trustees (both individuals and legal entities)
• Details of legal and other professional services provided to the trust.

The State Tax Service of Ukraine will be designated as the holder and administrator of the Register. It is also planned to ensure interaction of the Register with other information and communication systems in Ukraine.

Access to the Register will be provided to: 1) tax authorities; 2) subjects of state financial monitoring; 3) persons with a legitimate interest (including journalists, media workers, public associations, as well as individuals and legal entities planning to enter into agreements with trusts); 4) competent authorities of third countries for pre-trial investigations of money laundering and terrorism financing, as well as obligated subjects of third countries for client verification according to their legislation; etc.

2. Changes Related to State Registration of Legal Entities

The Draft Law introduces amendments to the Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs, and Public Formations” (the “Law on State Registration”).

Among the key points, it is worth highlighting the strengthening of responsibility for violations of the procedure of state registration of legal entities. The submission of knowingly false information about the ownership structure, ultimate beneficial owners or their absence will entail liability in the form of a fine of UAH 510,000 (currently the fine ranges from UAH 17,000 to UAH 340,000).

In addition, it is planned to increase the validity period of an extract, certificate, or similar document from a commercial, banking, or judicial register confirming the registration of a non-resident legal entity from one to three months for state registration of a legal entity or other state registration actions’ purposes.

3. Financial Monitoring

The Draft Law expands the scope of primary financial monitoring subjects (the “PFM”) to include trustees of trusts or other similar legal entities – residents of Ukraine, as well as business entities that store or conduct trade in cultural valuables through free ports or provide intermediary services in such trade activities.

Additionally, the Draft Law proposes to grant special status to whistleblowers in preventing and combating money laundering, financing terrorism, and financing the proliferation of weapons of mass destruction.

A whistleblower, in this context, is defined as an individual who, believing the information to be reliable, reports (or intends to report) a possible violation of legislation in the area of financial monitoring to a PFM or competent authority, based on information obtained through their employment or professional activities.

The Draft Law also mandates that the highest governing body of each PFM to approve the financial monitoring rules.