Updating ownership structure and information on ultimate beneficial owners

At the same time, since June 2025, the Ministry of Justice has introduced a number of technical clarifications and new procedures regulating how state authorities interact with legal entities in cases where discrepancies in information on the ownership structure and/or UBOs are identified. Orders No. 1172/5 and No. 1173/5 have detailed the notification procedure, response timelines, and document format, but have not changed the obligation itself to submit information on the ownership structure and UBOs. Therefore, the main rules remain unchanged.

Ownership structure: new requirements

In April 2024, the Regulation on the form and content of the ownership structure, approved by Order of the Ministry of Justice dated 2 April 2024 No. 161, was updated (it enters into force 90 days after the termination of martial law in Ukraine).

According to the new version, the ownership structure of a legal entity must be submitted in the form of a table in accordance with the established template. It must reflect all persons who directly or indirectly own the legal entity (individually or jointly with others), as well as persons who have the ability to exercise significant or decisive influence over its management or activities, even in the absence of formal ownership.

The application of the new form will allow the ownership structure to be submitted electronically to the USR and will ensure automated verification of information by software.

At the same time, after the provisions of the new version enter into force, the ownership structure information of a legal entity previously submitted to the state registrar is deemed complete for six months, provided that no changes have occurred in the ownership structure and no errors or inaccuracies were made in the previously submitted information.

Who must update information on UBOs and the ownership structure

Legal entities are required to update information in the USR where the following circumstances exist:

• the legal entity was registered before the entry into force of the Law of Ukraine “On Prevention and Counteraction to Legalisation (Laundering) of Criminal Proceeds, Terrorist Financing and Financing of Proliferation of Weapons of Mass Destruction”, i.e., before 11 July 2022, and its owner is an individual; and
• the owner of the legal entity is another legal entity, or there is at least one legal entity among its founders, except for special entities to which the requirement to disclose UBOs does not apply. Such exceptions include, in particular, political parties, trade unions, bar associations, state-owned enterprises, public joint-stock companies that meet EU disclosure requirements, and other forms provided for by law.

Deadlines for updating information

The general deadline for submitting updated information is within 30 calendar days from the date of changes in the ownership structure and/or UBO information.

If a legal entity was registered before the entry into force of the rules requiring submission of UBO information, it must submit such information within six months from the date of approval of the ownership structure form and methodology, but not earlier than 90 days after the termination of martial law.

Actions of state authorities, the state registrar, and the bank in case of discrepancies

Legal entities in Ukraine are subject to scrutiny by several entities authorised to identify inaccurate or incomplete information on UBOs and ownership structure. In particular, state authorities, law enforcement agencies, banks, and other primary financial monitoring entities (auditors, notaries, lawyers, accountants, etc.), upon identifying discrepancies, are obliged to send a relevant notification to the Ministry of Justice within 10 working days. Thereafter:

• the Ministry of Justice informs the state registrar and the State Financial Monitoring Service;
• the state registrar enters a note in the USR on possible inaccuracy and sends the legal entity a request to provide explanations within 3 working days; and
• if no response is provided within 30 working days, the Ministry of Justice instructs that information on the UBO be excluded from the USR.

This procedure, taking into account the new orders, has been supplemented with technical clarifications:

• requests may be sent not only by post but also electronically;
• if the first notification is returned as undelivered, it must be resent;
• the initiator of the request will receive an official notification of the verification result.

A bank, as a primary financial monitoring entity, in the event of a note on inaccuracy or failure to provide UBO information, is obliged to terminate servicing the client, which results in blocking access to accounts and financial transactions until correct information is provided.

Obligations of a legal entity in case of discrepancies

A legal entity that has received a request from the state registrar must:

• provide written explanations and/or supporting documents within 10 working days;
• submit an updated application in Form 2 and the ownership structure prepared in accordance with the current Regulation on the form and content of the ownership structure;
• provide copies of documents identifying the UBO; and
• provide a document confirming registration in the country of residence (in the case of non-resident founders).

When updating an ownership structure that includes foreign legal entities, practical difficulties may arise, especially if the structure is complex, covers several ownership levels and is registered in different jurisdictions.

When updating data in the USR, it should be taken into account that extracts, statements from commercial, banking, or court registers, etc., confirming the registration of a non-resident legal entity in its country of location, must be prepared in accordance with the requirements of Ukrainian legislation. In particular, such documents must be issued no earlier than one month prior to the date of their submission for state registration of changes.

An identity document of a UBO who is a non-resident must be valid as of the date the documents are submitted for state registration. A copy of such a document must be notarised no earlier than 90 calendar days before the submission date of the relevant document package.

Documents issued in accordance with the legislation of a foreign state must be legalised (consular legalisation or apostille) in accordance with the established procedure, unless otherwise provided by international treaties.

Liability for failure to submit or for late updating of information

In case of failure to comply with the obligation to update the ownership structure and/or UBO information:

• a fine is imposed on the legal entity – from UAH 17,000 to UAH 340,000, and on the authorised person (for example, the director) – from UAH 17,000 to UAH 51,000;
• the bank terminates servicing the client. This means that the legal entity loses access to accounts, cannot carry out any payment transactions, settle with counterparties, or receive funds. For many companies, this may completely block business operations and indicate a decline in business capacity; and
• the company loses reputational reliability and may be excluded from participation in public procurement procedures or cooperation with counterparties.

During the period of martial law, the running of deadlines for submitting information to the USR is suspended. Penalties for failure to submit information on the ownership structure and UBOs are also not applied for three months after the end of martial law; however, the bank may already terminate servicing the client.

Thus, legal entities must carefully monitor the accuracy of data in the USR, update information on UBOs and ownership structure in a timely manner, and, upon receiving a request from the state registrar, act within the prescribed time limits. Ignoring these requirements may lead not only to legal sanctions but also to a complete suspension of business operations due to the inability to carry out banking transactions, as well as to serious reputational and operational risks.