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Commercial Code

As of August 28, 2025, the Commercial Code will cease to be in force

9/9/2025
Commercial Code

On August 28, 2025, the Law of Ukraine dated January 9, 2025, No. 4196-IX enters into force, launching a fundamental reform of corporate legislation and abolishing the Commercial Code of Ukraine as a separate codified act. From now on, the regulation of legal entities will be carried out exclusively on the basis of the Civil Code of Ukraine, together with sectoral and special regulatory acts.

This transition is driven by the need to eliminate legal duplication between the Commercial and Civil Codes, as well as by the aim to harmonize legislation with European approaches to corporate governance, especially in the public sector.

Among the key consequences is the reorganization of the entire system of legal forms of enterprises that operated outside corporate law. During a three-year transitional period (until August 28, 2028 inclusive), those legal entities created in forms subject to abolition — such as state, municipal, treasury, and private enterprises, foreign enterprises, consumer cooperatives, etc. — will be allowed to continue their activities.

However, from the date the law takes effect, it will be prohibited to establish new legal entities in these forms. Going forward, only business companies and associations provided for by the Civil Code of Ukraine may be registered. This means that new businesses will no longer be able to be established as “private enterprises” or “state enterprises” — only as limited liability companies, joint-stock companies, general or limited partnerships, etc.

For existing enterprises in the abolished forms, restrictions are introduced on changes in the Unified State Register: only changes of director, reorganization, or liquidation will be permitted. This is intended to encourage the gradual transformation of such enterprises into business companies.

Separately, it is established that the rights of economic management and operational administration over state/municipal property will not apply to newly established structures, and for existing ones must be replaced with modern private-law mechanisms such as lease, trust management, or other civil-law instruments. Thus, the approach to managing state assets shifts from an administrative-legal to a contractual-legal basis.

Overall, the reform is aimed at:

  • unifying corporate governance in accordance with the Civil Code of Ukraine;
  • increasing transparency in the management of public sector legal entities’ assets;
  • simplifying legislation for investors and creditors;
  • introducing unified approaches to the structure of governing bodies, registration procedures, and the liability of owners and officials.

Starting August 28, all participants in economic relations must take into account that the provisions of the Commercial Code are no longer applicable, and new legal relations must be based on the Civil Code of Ukraine. This applies to the content of founding documents, contract execution, corporate governance, participation in tenders, and business activities in general.