Commercial Code of Ukraine Repealed

On 26 February 2025, the President of Ukraine signed Law No. 4196-IX (Draft Law No. 6013), which, among other things, repeals the Commercial Code of Ukraine (the “CCU”) and deems it invalid. The Law will be enacted on 28 August 2025.

The Law’s main aim is to establish a unified regulation of the private legal relations on the basis of the Civil Code of Ukraine. As the result, certain specifics of the commercial relations, which were prior introduced under CCU, will cease to have legal force. Let me inform you of some of such changes:

  1. With abolition of enterprises as an organizational form under the CCU, state, municipal, and private enterprises will now be required to convert into joint stock companies or limited liability companies.
  2. A three-year transitional window has been set for enterprises and their successors to update their charters and internal regulations in line with the Law. During this period, existing documents remain operative as long as they do not conflict with the new legal framework, ensuring a smoother adaptation process.
  3. During the three-year transition period, enterprises and their successors must bring their charters and internal regulations into compliance with this Law. Until these documents are brought into compliance with this Law, they shall be applied to the extent that they do not contradict this Law.
  4. Certain entities—such as subsidiary companies, foreign enterprises, enterprises formed by associations of citizens, consumer cooperative societies, and private enterprises—will now be governed by the legal regime applicable to the limited liability companies. Any provisions in their existing charters that clash with the Law will not apply.
  5. The Law introduces greater flexibility in corporate governance. Notably, if a company is owned by a single individual, it may be managed directly without the need to appoint a separate director or additional management body. This change is expected to reduce administrative burdens and costs, as well as foster more agile business operations.
  6. Companies are now permitted to include in their charters the establishment of non-standard management bodies. This shift allows for innovative governance models that can better accommodate the specific needs of diverse businesses.
  7. All permits, licenses, certificates, declarations, approvals, notifications, and other public services issued to an enterprise—which is undergoing conversion—will remain valid and effective for the successor entity. This validity lasts for the entire period originally specified, on the condition that the successor complies with the licensing requirements and other legal obligations tied to these documents.

Also, with CCU cancellation,  long-lasting controversies between the CCU and the Civil Code will be resolved as well as certain specific regulations terminated. For example, the following requirements will no more be applicable:

  1. number of agreements were required, under the CCU, to include rigid and specific sufficient terms (such as the procedure for using depreciation for lease agreements) without which they may be deemed invalid or unexecuted,
  2. specific additional requirements were established by the CCU for commercial claims as well as for the procedure for entering into deeds (exchange of offers and their acceptation).

As we may see it now, the introduction of the Law has the potential to facilitate and unify the rules of conducting business in Ukraine, which will be attractive for potential investors. At the same time, of course, businesses and legal practitioners will need to navigate the transitional challenges as they adapt to the new standards.

Stay aware of the legislative changes and feel free to reach me if you have any issues regarding launch or re-organizing your business.