ANNULMENT OF THE COMMERCIAL CODE OF UKRAINE: REFORMS AND MODIFICATIONS FOR LEGAL ENTITIES

15/09/2025

 

On 28 August 2025, the Commercial Code of Ukraine was repealed pursuant to Law No. 4196-IX, adopted on 9 January 2025. The Law stipulates that the Commercial Code of Ukraine (Vidomosti of the Verkhovna Rada of Ukraine, 2003, Nos. 18–22, p. 144) shall cease to have effect on the date this Law enters into force. The enacted Law also introduces corresponding amendments to the Civil Code of Ukraine, aligning its provisions with the newly adopted framework and establishing a three-year transition period for legal entities of certain organisational and legal forms, as well as associations of legal entities.

Fundamental Changes under Law No. 4196-IX

1. All economic and corporate regulation is now governed by the provisions of the Civil Code of Ukraine.

2. State-owned enterprises shall be reorganised into joint-stock companies or limited liability companies.

3. The creation of new legal entities in the following forms is prohibited:

• state-owned enterprises (commercial and non-commercial);
• municipal enterprises (commercial, non-commercial, and joint);
• private enterprises;
• foreign enterprises;
• subsidiary enterprises;
• enterprises formed by associations of citizens (i.e. trade unions, religious organisations);
• consumer cooperative enterprises.

4. Amendments to the Unified State Register (USR) concerning state and municipal enterprises are prohibited, except in the following cases:

• state registration of the termination of a legal entity through transformation or liquidation and related changes to information about the legal entity;
• state registration of changes to information about a legal entity related to a change in the head of the legal entity, or state registration of changes in the composition of the termination commission, the chair of the commission or the liquidator, the termination manager;
• state registration of changes relating to the transfer of a single property complex of a state-owned enterprise to the management of the State Property Fund;
• state registration of changes to information about a legal entity related to the opening of bankruptcy proceedings against such a legal entity.

4. The right of economic and operational management is replaced by the right of ownership or usufruct.

5. The principal regulatory instruments governing business operations and economic relations shall be the Civil Code of Ukraine and applicable special laws.

Key Takeaway

The repeal of the Commercial Code marks a historic reform aimed at harmonising Ukrainian legislation with that of the European Union and strengthening the domestic business environment. The amendments primarily affect state-owned enterprises, particularly in relation to asset management, operational structure, and reporting obligations. While private entities are less directly impacted, they are advised to use the transition period to review and update existing contractual frameworks and organisational structures accordingly.

 

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