We continue to share timely updates on legislative developments, and today we would like to draw your attention to the repeal of the Commercial Code of Ukraine, along with practical recommendations regarding the next steps in light of the newly adopted legal framework.
On 28 August 2025, a landmark reform took place for the Ukrainian business landscape as the Commercial Code of Ukraine was repealed. This repeal stems from the adoption of the Law of Ukraine “On the Specifics of Regulating the Activities of Legal Entities of Certain Organizational and Legal Forms During the Transitional Period and Associations of Legal Entities” dated 9 January 2025, No. 4196-IX. Among other provisions, this law establishes a three-year transitional period until 28 August 2028, allowing a gradual shift to a new system of legal regulation based on the Civil Code of Ukraine.
The primary objective of this reform is to unify the legal framework and establish more transparent and stable conditions for conducting business. From now on, all forms of commercial activity — ranging from private enterprises to joint ventures with foreign investors — will be governed by the Civil Code of Ukraine and special legislation. This eliminates the long-standing contradictions between the Commercial Code and the Civil Code and ensures greater clarity and predictability in the regulatory system.
A key innovation introduced by the new legislation is the transformation of existing legal entity forms. In particular, private enterprises, state-owned and municipal organizations must be converted into limited liability companies, joint-stock companies, or non-profit organizations. As of 28 August 2025, it is no longer possible to register new entities in such forms as state enterprises, municipal enterprises, private enterprises, foreign enterprises, subsidiary enterprises, or enterprises established by associations of citizens. The further operation of such entities will be governed by the provisions of the Law of Ukraine “On Limited and Additional Liability Companies” and other specialized legislative acts.
In view of the foregoing, we advise companies, their owners and managers to adapt in a timely manner to the new legal requirements. First, it is appropriate to review the company’s organizational and legal form and to assess whether it falls within the scope of the reform. Second, it is important to introduce changes to charters and corporate documents well in advance so that they comply with the updated legislation. Third, corporate agreements among shareholders as well as commercial contracts with counterparties should be checked in order to avoid legal collisions in the future. In addition, transformations may have tax and accounting consequences that must be taken into account to minimize risks.
Equally important is the assessment of labor and property aspects: in the course of reorganization, companies may need to re-execute employment relationships, lease agreements, bank accounts, or other obligations. Therefore, we strongly advise developing a detailed adaptation plan today rather than postponing this process.
In conclusion, the repeal of the Commercial Code represents a significant step toward modernizing Ukraine’s legal system and aligning it with European standards. While these reforms create new opportunities for the business community, they also require careful preparation. Now is the right time to adjust to the new rules and lay a solid foundation for the future growth of your business within the updated legal framework. Timely amendments to charters, corporate structures, and contractual arrangements will enable taxpayers to avoid legal and financial risks and ensure stability during the transition.
Author: Dmytro Dovzhyk, Attorney at Law and Partner at ArtesLex
26.09.2025
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