Tolpekin & Partners offers legal guidance to investors entering Ukraine

By Ahmet Taş | Wise News Press

MYKOLAIV, Ukraine — Foreign entrepreneurs looking to establish or expand businesses in Ukraine should treat company registration as only one part of a broader legal strategy covering ownership, taxation, residence, contracts, banking and wartime risk.

For Turkish companies, European investors and other international businesses assessing opportunities in Ukraine, lawyers Andriy Tolpekin and Oleksandr of Tolpekin & Partners emphasize an approach built around advance legal planning, documented transactions, risk assessment and continuous communication with local counsel.

Tolpekin & Partners, a Mykolaiv-based legal practice founded in 2000, says its working approach focuses on legal strategy, document review, risk assessment, negotiations and maintaining regular communication between lawyers and clients. Andriy Tolpekin has been registered with the Mykolaiv Regional Bar Council since 2012, according to Ukraine’s Unified Register of Advocates.

The advice comes as Ukraine seeks greater participation from international private capital in reconstruction and economic recovery. UkraineInvest described its May 2026 Foreign Investment Congress in Kyiv as a platform bringing together foreign investors, international businesses, government officials, financial institutions and local companies, while the European Union continues to expand financing mechanisms designed to mobilize private investment.

Company formation is only the first legal step

A foreign citizen or foreign company can participate in the establishment of a Ukrainian legal entity, including a limited liability company, commonly known as a TOV.

Ukraine’s Diia government guide states that foreign founders can register a company through the relevant state registration channels. Where a foreign legal entity is a founder, documents confirming its registration abroad may be required, while a non-resident ultimate beneficial owner must provide the prescribed identification documentation.

For investors, however, Tolpekin & Partners’ broader legal approach suggests that registration should not be treated as the completion of the investment process.

Before incorporation, foreign entrepreneurs should determine who will own the shares, who will control the company, who will have authority over bank accounts and contracts, and what happens if partners later disagree.

This is particularly important for joint ventures involving Ukrainian and foreign shareholders.

A properly structured investment should therefore address not only the company charter but also management powers, voting rules, share transfers, exit mechanisms, funding obligations and dispute resolution.

Residence and work status require separate planning

One of the most important distinctions for foreign entrepreneurs is that owning a Ukrainian company does not automatically provide unrestricted residence or employment rights in Ukraine.

Ukraine’s State Migration Service lists several separate legal grounds for temporary residence, including employment and qualifying investment-related participation in a Ukrainian company. Employment-based residence generally requires documentation connected to the foreign national’s lawful employment status.

The Migration Service also provides a specific residence route for certain foreign founders, participants or beneficial owners whose qualifying investment in the authorized capital of a Ukrainian legal entity meets the statutory threshold.

For a Turkish, German, Polish, French or other foreign investor who intends to manage a company personally from Ukraine, the practical questions therefore need to be separated:

Who owns the company? Who manages it? Who is employed by it? On what legal basis will the foreign investor live in Ukraine?

Failing to address those issues together can leave an investor with a valid company but an incomplete personal immigration or employment structure.

Tax and ownership structures should be mapped in advance

Foreign investors should also decide how the business will be taxed before substantial capital begins to move.

Ukraine’s State Tax Service continues to apply a general corporate income tax framework in which the basic rate is 18%, although special rates and regimes apply to certain sectors and categories of taxpayers. The general VAT rate is 20%, again subject to statutory exceptions and special rules.

The relevant structure may depend on whether the company will:

• import or export goods;
• provide services inside or outside Ukraine;
• employ staff;
• own property;
• receive financing from a foreign shareholder;
• pay dividends abroad;
• operate in a regulated sector.

For international investors, tax planning should also consider double-taxation treaties, withholding taxes, transfer pricing and the tax treatment of payments between the Ukrainian company and related businesses abroad.

The legal structure that is efficient for a Turkish manufacturing company, for example, may be different from the structure required by a German technology company, a Polish construction contractor or a European investment fund.

Contracts and due diligence matter more under wartime risk

Tolpekin & Partners’ published legal philosophy places particular emphasis on complete documentation, risk assessment and strategic planning before legal disputes develop.

That approach becomes especially important for foreign investors operating during wartime.

Before acquiring an existing company, property or a major commercial asset, investors should conduct independent due diligence rather than relying exclusively on documents supplied by the seller or local business partner.

A legal review may need to examine:

• shareholders and ultimate beneficial owners;
• management and signing authority;
• court and enforcement proceedings;
• ownership of land and buildings;
• mortgages and other encumbrances;
• tax liabilities;
• licences and permits;
• major commercial agreements;
• employment obligations.

The same principle applies to contracts.

Foreign businesses should avoid relying on informal agreements when significant money, property or commercial rights are involved. Contracts should clearly address payment, delivery, liability, termination, force majeure, wartime disruption, governing law and the court or arbitration mechanism that will handle a dispute.

The objective is not simply to prepare for litigation, but to prevent avoidable disputes before they begin.

Foreign-exchange rules remain a live issue for international capital

Investors must also take Ukraine’s wartime currency regime into account.

The National Bank of Ukraine has progressively eased foreign-exchange restrictions imposed after Russia’s full-scale invasion, including additional changes introduced in 2026. On Aug. 10, the NBU announced another package of measures easing several FX restrictions, with most of the changes taking effect on Aug. 11.

Restrictions and exemptions can affect cross-border loans, payments to non-residents, foreign financing and the movement of investment returns.

For that reason, international investors should consider not only how capital will enter Ukraine, but also how future repayments, service fees, dividends or other lawful transfers may be made abroad.

Because currency rules can change during martial law, the applicable NBU requirements and the compliance position of the investor’s Ukrainian bank should be checked immediately before major transactions.

Ukraine’s reconstruction is creating a broader international investment market

Ukraine is increasingly positioning reconstruction as an international private-sector opportunity rather than a process funded only through government assistance.

The EU’s Ukraine Facility covers €50 billion for 2024–2027, including mechanisms intended to stimulate investment, while the European Commission said agreements worth more than €1.1 billion were signed under the Ukraine Investment Framework at the 2026 Ukraine Recovery Conference in Gdańsk.

UkraineInvest has likewise been promoting opportunities to private companies from the EU seeking financing, de-risking instruments and investment support for projects in Ukraine.

This broadens the audience considerably.

Turkey remains an important commercial partner with extensive experience in Ukrainian construction, infrastructure, trade and services, but growing reconstruction activity also creates opportunities for businesses from Germany, Poland, France, Italy, the Baltic states and other European markets.

For Tolpekin & Partners, the practical legal principle remains the same regardless of nationality: an investor should understand the legal structure before committing capital.

A workable sequence is:

due diligence → investment structure → tax planning → company registration → banking and financing → work and residence arrangements → contracts → operational launch.

Ukraine can offer substantial opportunities to international businesses willing to operate in a complex and rapidly changing market. But registration speed alone should not be mistaken for legal security.

For Turkish, European and other foreign investors, local legal review, documented agreements and advance planning can be as important as identifying the investment opportunity itself.

WiseNewsPress.com