07/07/2023
🇺🇦Ukraine🇺🇦: Keeping documents by an entity
On 28 April 2023 a new law entered into force that updates the amount of time taxpayers must keep various documents and other information.
The Law of Ukraine On Amendments to the Tax Code of Ukraine and Other Legislative Acts of Ukraine Regarding Implementation of the International Standard for Automatic Exchange of Information Related to the Financial Accounts, dated 20 March 2023, sets out the following new requirements:
1. Documents and information required for tax control in accordance with Articles 39 and 39-2 of the Tax Code (transfer pricing and controlled foreign companies) 2,555 days (seven years)
2. Primary documents, accounting registers, financial statements, other documents related to calculation and payment of taxes and fees (maintenance of which is provided for by law) as prepared by: legal entities that carry out economic activities both in and outside the territory of Ukraine non-resident taxpayers (this includes representative offices and permanent establishments) 1,825 days (five years)
3. Nonprofit entities, institutions and organizations for the purposes of taxation with a profit tax
1,095 days (3 years) – for other documents that are not subject to requirements set forth in sections 1. and 2. above
4. 1,095 days (3 years) – for documents related to the fulfillment of requirements of other laws, the control over which compliance is vested with the controlling bodies, including authorization documents.
According to Article 43 of the Law of Ukraine On Limited and Additional Liability Companies, such companies are obliged to keep the following documents:
Minutes of the founders’ meetings of the company (resolution of the sole founder);
Articles of association of the company and changes thereto;
Minutes of the participants’ general meetings;
Documents of company governing activities of the company’s bodies and changes thereto;
Regulations on branches (representative offices) of the companies (if established);
Minutes of meetings of the supervisory board of the company and the collegial executive body of the company, orders and instructions of the executive body of the company;
Auditor reports and results of provision of other audit services;
Annual financial statements;
Reporting documents submitted to the respective state bodies;
Documents related to issued securities,
Other documents stipulated by laws, the company’s articles of associations, resolutions of the participants’ general meeting, supervisory board and executive body;
Documents confirming the company’s rights to its assets;
Accounting documents .
The documents mentioned above must be kept during the entire period of activity of the company, except for accounting documents—their keeping is determined in accordance with the law.
In accordance with part 5 of Article 12 of the Law of Ukraine On Public Procurement, the public procurement documentation must be kept for at least 10 years. This includes all documents received from clients, participants, review bodies, and the bodies authorized to exercise control in the field of procurement, and created during assessment of tender bids/offers.
Another regulation setting out the periods for keeping the documents of a corporate entity is Order No. 578/5 of the Ministry of Justice of Ukraine, dated 12 April 2012 On Approval of the List of Standard Documents Created During the Activities of State Bodies and Local Self-Government Bodies, Other Institutions, Enterprises and Organizations, with Indication of the Terms of Retention of Documents.
Most documents of a corporate entity must be kept for three to five years.
Some documents must be kept for a prolonged period (more than 10 years). These include documents included in Order No. 578/5 that mandate keeping “Until the liquidation of the entity.” Other documents that must be kept for longer include HR documents and certain labor protection documents—these must be kept for 75 years.
During an entity’s liquidation, documents that must be kept for a prolonged period must be transferred to an archive authority in the area where the entity is located. The state registrar cannot register the liquidation of an entity in the absence of a certificate from the archive authority confirming that the entity has transferred the relevant documents to the archive authority for safekeeping.
During liquidation of an entity, as a minimum the following legislation will apply when transferring documents to the archive authority:
Law of Ukraine On the National Archival Fund and Archival Institutions Order No. 1000/5 of the Ministry of Justice of Ukraine, dated 18 June 2015 On Approval of the Rules for the Organization of the Record-keeping and Archival Retention of Documents in State Bodies, Local Self-Government Bodies, Enterprises, Institutions, and Organizations
Order No. 430/5 of the Ministry of Justice of Ukraine, dated 14 March 2013 On Approval of the List of Types of Documents Related to the Provision of Social Protection of Citizens, Which are Subject to Transfer to the Archival Institutions in the Event of Liquidation of Enterprises, Institutions, Organizations That Do not Belong to the Sources of Formation of the National Archival Fund.
During liquidation of an entity, as a rule, the following documents must be transferred to the archive authority in original or duly certified copy:
Constituent documents, extracts and excerpts from the state register of legal entities;
Documents related to issuance and allocation of securities (applicable to joint stock companies only);
Regulations on separate subdivisions, divisions, departments, sectors;
Resolutions on governing bodies;
Orders related to underlying activity;
HR orders (including employment orders, transfers between positions, transfers to another job, secondary work, dismissals), employment agreements, civil law service agreements, performance of work, etc., job descriptions of employees, staff lists, collective bargaining agreements, documents on bonuses and awarding with certificates of honor, etc.,
documents on payment of salaries, advances, bonuses, time sheets, certificates, protocols related to labor safety at entity.
