On 22 January 2026, the Verkhovna Rada of Ukraine registered Draft Law No. 14394 – a new edition of the Civil Code of Ukraine, proposed under the title “Civil Code of Ukraine (Code of Private Law)”.
The purpose of developing the new Code is to systematically update civil legislation by adopting a comprehensive, internally consistent and effective codified act.
The Draft Law proposes the following changes and innovations:
- introduction of the institution of derivative action as a separate means of protecting the interests of the company from unlawful actions or inaction of officials;
- codification of a corporate agreement – an agreement under which the participants in a business partnership exercise and implement their rights or refrain from exercising them; under certain conditions, participation in it is permitted not only for participants;
- introduction of a new model for challenging transactions (e.g., an agreement will be considered invalid from the moment the other party receives a statement challenging its validity, unless the court determines otherwise);
- establishment of the right of a legal entity to professional secrecy (banking, legal, notarial, commercial, etc.), as well as the right to determine the confidentiality regime of contracts and access to non-public information;
- establishment of confidentiality of correspondence of legal entities, including electronic and digital communications, access to which is possible only on the basis of a court decision in cases specified by law.
It is expected that the Code of Private Law will become the basic act comprehensively regulating property and personal non-property relations between private individuals.
We will closely monitor further developments in this area, in particular regarding the status of this Draft Law, and report on them in the future Legal News.
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