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The Law of Ukraine ‘On Specifics of Regulation of Activities of Legal Entities of Certain Organisational and Legal Forms in the Transition Period and Associations of Legal Entities’ (No. 4196-IX of February 26, 2025) abolishes the Commercial Code and introduces amendments to the Civil Code. Below, we review all legislative updates and the impact of the cancellation of the Commercial Code of Ukraine on the business environment.
The law comes into force on August 28, 2025. Municipal enterprises and territorial communities will have three years to adapt.
During this time, all state-owned and municipal enterprises will have to change their legal form to a joint-stock company (JSC) or a limited liability company (LLC).
The same applies to private and foreign enterprises, which means that existing businesses will need to re-register.
All legal aspects of businesses will be regulated only by the Civil Code and special laws. This eliminates possible conflicts in legislation, thus reducing legal uncertainty. What does this mean? Businesses need to adapt all internal processes and documentation in accordance with the new legal requirements.
It is no longer possible to establish new legal entities in the following forms:
Since the establishment and operation of private enterprises and foreign enterprises will not be possible, this will significantly affect the process of new company formation in Ukraine.
The sale and management of assets of enterprises where the state owns more than 50% of the shares will be carried out through the Prozorro.Sale system, which will ensure better oversight of the processes and minimise corruption risks. Thus, businesses will have more open access to state assets.
State-owned enterprises will have an obligation to publish financial reports, which will promote management transparency and improve control in the public sector. However, the new reporting requirements may become a significant challenge for enterprises, as they will require additional resources for accounting and auditing.
New legislative updates bring fundamental changes to everyone – both existing companies and those planning market entry in Ukraine. Changes in legislation require businesses to react quickly. Our experts will help you adapt and ensure business continuity in line with the new requirements.
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