AMC Registration (Asset Management Companies)

What Is an Asset Management Company and Why Register an AMC

An asset management company is a professional capital market participant that manages the assets of institutional investors. In Ukraine, an AMC may be established as a limited liability company or a joint-stock company. State registration of a legal entity alone is not enough: an AMC may carry out its professional activities only after obtaining the relevant license from the National Securities and Stock Market Commission of Ukraine.

Therefore, AMC registration effectively consists of two stages. First, a legal entity is established and its corporate, staffing and financial structure is formed. After that, the company undergoes licensing as a professional participant in the capital markets.

The main role of an AMC is the professional management of institutional investors’ assets. One company may simultaneously manage the assets of several collective investment institutions.

Why an AMC Is Needed

The need to register an asset management company usually arises when building a business model related to investment funds and professional management of their assets.

An AMC may perform the following functions:

• manage the assets of corporate investment funds;
• establish and manage unit investment funds;
• make investment decisions within the fund’s regulations and investment declaration;
• arrange transactions involving collective investment institution assets;
• interact with asset custodians, depository institutions, auditors and other market infrastructure participants;
• maintain accounting, reporting and disclosure procedures where required by law.

For this reason, AMC activities differ significantly from those of an ordinary LLC providing consulting services or managing its own corporate assets.

Main Requirements for AMC Registration

One of the key requirements concerns capital. The Law of Ukraine «On Collective Investment Institutions» provides that the charter capital of an asset management company must be at least UAH 7 million. The state’s share in the charter capital may not exceed 10%.

An AMC must also establish a reserve fund. Its amount is determined by the constituent documents, but it may not be less than 25% of the charter capital. Annual contributions to the reserve fund must amount to at least 5% of net profit until the required level is reached.

Obtaining a license depends on more than capital alone. The regulator also assesses:

• a transparent ownership structure and the ability to identify ultimate beneficial owners;
• proper business reputation of qualifying shareholders and managers;
• compliance of management with professional and qualification requirements;
• the required number of certified specialists;
• an organizational structure capable of ensuring continuous operations;
• internal policies and procedures;
• compliance of premises, technical facilities and information systems with regulatory requirements.

The National Securities and Stock Market Commission also regulates the ownership structure of professional market participants. Therefore, issues concerning founders and beneficial owners should be addressed before submitting the license application.

How Many Certified Specialists Does an AMC Need

Employees directly involved in asset management operations must comply with the requirements of the National Securities and Stock Market Commission. Under the applicable licensing conditions, an AMC determines the required number of certified professionals depending on its organizational structure, but there must be at least three certified specialists. The chief executive and other officers directly involved in the relevant professional activities must also comply with certification requirements.

For this reason, an AMC consultation before state registration often starts with an assessment of future personnel, ownership structure and sources of charter capital.

Documents Required for AMC Registration and Licensing

The exact package of documents depends on the ownership structure, legal form of the company, shareholders and other circumstances. The list and required forms are established by the applicable Licensing Conditions for Institutional Investor Asset Management Activities and the licensing rules of the National Securities and Stock Market Commission.

The principal documents generally include:

• a license application and an inventory of submitted documents;
• the company’s charter;
• documents and information concerning the ownership structure;
• information about qualifying shareholders and ultimate beneficial owners;
• documents concerning managers and professional staff;
• confirmation of compliance with financial requirements;
• information about the organizational structure and technical resources;
• internal regulations, policies and procedures required for professional activities;
• other documents required by applicable regulations of the National Securities and Stock Market Commission.

The current document package should be prepared immediately before filing. Regulatory requirements may change, so outdated application forms, questionnaires or ownership structure templates may result in comments or additional requests from the regulator.

Stages of AMC Registration in Ukraine

Full registration of an asset management company includes both corporate registration and obtaining authorization for professional activities.

1. Determine the legal form, founders, ownership structure and future business model.
2. Prepare the charter and corporate documents taking into account special AMC requirements.
3. Register the legal entity and form the required charter capital.
4. Build the organizational structure and hire certified specialists.
5. Prepare internal regulations, procedures and other documents required for professional activities.
6. Prepare the licensing package and submit it to the National Securities and Stock Market Commission.
7. Address any regulatory comments or requests arising during the review.
8. Obtain the license and establish procedures for continuous compliance with regulatory requirements.

After completing these stages, the company may carry out AMC activities within the scope of its license and applicable Ukrainian legislation.

On this page, you can view options for ready-made asset management companies and purchase one directly from the owner.

AMC and Corporate Investment Fund – What Is the Difference

An AMC and a corporate investment fund perform different functions. A corporate investment fund is a collective investment institution, while an asset management company professionally manages its assets under an asset management agreement.

Management of a corporate investment fund’s assets is expressly assigned by law to an AMC. For a unit investment fund, the role of the AMC is even more significant: a unit investment fund does not have legal entity status, and its assets are managed by the asset management company.

If the business model includes establishing an investment fund, you may also review the service for registration of corporate and unit investment funds. More information about the differences between these structures is available in the article «Investment Fund in Ukraine: Types, Legal Framework and Structure».

Restrictions on AMC Activities

An asset management company does not receive unrestricted authority over the fund’s property. Ukrainian law establishes specific restrictions on activities and rules governing transactions.

In particular, an AMC may not:

• acquire assets on behalf of a collective investment institution if those assets are not permitted by its investment declaration;
• use its own funds to carry out transactions involving assets of a fund under its management;
• dispose of collective investment institution assets free of charge;
• use fund assets as security for third-party obligations;
• enter into certain transactions with related parties in violation of applicable rules;
• provide loans using collective investment institution assets.

Special exceptions may apply to certain categories of investment funds. A more detailed list of restrictions is provided in Article 64 of the Law of Ukraine «On Collective Investment Institutions».

Liability of an Asset Management Company

An AMC bears property liability for violations of legislation, fund regulations, the investment declaration, the securities prospectus and the asset management agreement of a corporate investment fund. This is one of the reasons why ongoing legal and compliance support remains important after obtaining the license.

Regulatory supervision does not end when the license is issued. The company must continue to comply with staffing, financial, organizational and prudential requirements, notify the regulator of legally relevant changes and fulfil applicable reporting obligations.

AMC Support After Registration

After the company becomes operational, legal support usually covers corporate changes, interaction with the National Securities and Stock Market Commission, staffing matters, updates to internal documents, and the establishment and servicing of investment funds.

In practice, an AMC may require assistance with:

• changes to shareholders or the ownership structure;
• approval of qualifying holdings where required by law;
• replacement of the chief executive or certified specialists;
• updating internal documents to reflect new regulatory requirements;
• establishment of corporate or unit investment funds;
• preparation of agreements with capital market infrastructure participants;
• legal support during inspections and interaction with the National Securities and Stock Market Commission;
• preparation of regulatory and corporate documentation.

Such support is particularly important after changes in legislation or in the company’s own corporate structure.

How to Get an AMC Consultation Through Poshuk.info

Poshuk.info allows users to review law firms and legal practices that provide document preparation, licensing and legal support for AMC registration. This makes it possible to compare several service providers within one service category.

Users can also submit a single consultation request. The request is received by legal and law firms verified on Poshuk.info that meet the professional criteria applicable to this category.

The process works as follows:

1. Describe your task related to the establishment or licensing of an AMC.
2. Provide your contact details for receiving consultations.
3. The request is sent to relevant professional firms available in the category.
4. Compare the consultations received, scope of work, terms and fees.
5. Select the service provider whose terms correspond to your business needs.

There is no need to visit multiple law firm websites, call each company separately or submit the same request several times. A single request makes it possible to receive several consultations and then choose the most suitable terms for legal support.