How to contribute IT assets to the capital of a foreign company

In 2025, contributing intellectual property to the charter capital of a foreign company is one of the smartest ways to increase business capitalisation, create a legally clean ownership structure, and enjoy tax benefits. This route is most often chosen by IT companies, start-ups, or individuals who own technological solutions and plan to launch or restructure their business outside Ukraine. How to do it — and who can avoid paying taxes?

Why should you include IP in the capital?

For a technology business, the main value is not in the money in the account, but in the rights to the product. A computer programme, algorithm, or technical know-how is often worth more than material resources. If these assets are properly registered, they can be a contribution to the company's charter capital — and not just a legally fixed asset, but a real resource for attracting investors or increasing market value.

The key point here is valuation. It is important that it is carried out not "for show", but using the discounted cash flow (DCF) method. This approach allows you to show the economic benefits of using the development in the future, not just its historical cost.

Model through the company in Ukraine

One of the strategic ways of registration is to use a Ukrainian legal entity. If the IP is first contributed to the capital of a company in Ukraine and then sold to a foreign company, it gives you flexibility and control over the process. After the sale, a foreign company carries out a professional valuation and creates an asset at market value. In this way, a significant resource appears on the balance sheet, which can be used for further financing or attracting a partner.

The advantage of this way is that the Ukrainian party retains full control over the structure of the transaction, without being tied to the status of an individual. This is especially relevant in situations where the business is developed through several related companies and greater freedom of manoeuvre is required.

Direct transfer from an individual

Another scenario is to transfer the asset directly. An individual who owns the rights to IP can immediately contribute it to the charter capital of a foreign company. In this case, the provision of clause 165.1.44 of the Tax Code of Ukraine should be carefully taken into account: such a contribution is exempt from income tax and military duty. This is an exceptional opportunity to transfer an asset without tax losses.

But there is a caveat. The benefit only works if there is a properly executed valuation confirmed by an independent appraiser and a complete set of documents proving ownership. If these conditions are not met, the tax authorities may question the very essence of the transaction. Therefore, legal purity is critical here.

What to consider when registering an IP

In both models, through a company and directly, the main thing is to take your time. It is important to have a clear vision of the structure, think through the chain of actions, and take into account the tax implications in both countries. Do not underestimate the formal details. Documents, valuation methodology, and compliance with the legal requirements of a foreign jurisdiction — all this will be checked by a bank, investor, or auditor.

Moreover, the execution of such a transaction will determine whether the company will be able to raise financing, form a charter capital in a European structure, or sell to a strategic investor. This is not a technical issue, but a foundation for growth.

Intellectual property is the new cash. And those who account for it correctly have a real chance of building a sustainable international business. Don't waste this resource on formalities — register it strategically. Today's market values not only what is created, but also what is properly structured.