Why the Commercial Code Was Abolished
On August 28, 2025, the Commercial Code of Ukraine (CCU) officially lost its validity. The change comes with the entry into force of the Law No. 4196-IX of January 9, 2025, “On the Peculiarities of Regulation of the Activities of Legal Entities of Certain Organizational and Legal Forms in the Transitional Period and Associations of Legal Entities.”
The Ministry of Justice explained that:
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many CCU norms duplicated provisions of special laws or had become outdated;
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businesses will not fall into a legal vacuum, since civil and company law fully cover economic activity;
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the reform is introduced gradually — a three-year transition period has been established.
Key Content of the Reform
Transformation of State Enterprises
Within the first six months, managers of state-owned enterprises must decide whether to transform them into:
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joint-stock companies (JSC), or
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limited liability companies (LLC).
If no decision is made, the State Property Fund of Ukraine (SPF) will take over management and, within a year, decide on termination or privatization.
Ban on Old Legal Forms
From now on, the creation of new legal entities in outdated forms is prohibited. This includes:
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state enterprises (commercial or non-profit),
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communal and joint communal enterprises,
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private enterprises,
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subsidiary enterprises,
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enterprises of associations of citizens, religious groups, trade unions, or consumer cooperatives,
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foreign enterprises in the “enterprise” form.
What Replaces Them
During the transition period (2025-2028), existing enterprises may continue to operate, but by the end of three years all must be transformed into:
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Joint-Stock Companies (JSCs),
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Limited or Additional Liability Companies (LLCs/ALCs),
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other forms defined by special laws (e.g., “On Joint-Stock Companies”).
What This Means for Business and Investors
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Clarity and harmonization with the EU
– Ukraine is aligning its corporate law with European standards, eliminating Soviet-era forms of enterprises. -
Privatization and restructuring opportunities
– Enterprises not transformed will be transferred to the SPF for privatization, creating new assets for investors. -
Clearer property rights
– Outdated concepts of “economic management” and “operational management” will be replaced with ownership and usufruct rights, strengthening property protection. -
Impact on municipal and private enterprises
– Not only state but also municipal and some private enterprises must change their organizational forms, creating demand for legal, consulting and investment services.
✅ Key Takeaway
The abolition of the Commercial Code of Ukraine marks a historic reform of the business environment. Over the next three years, all enterprises must transform into modern company forms, paving the way for privatization, stronger property rights, and alignment with EU corporate standards.
For foreign investors, this means greater legal certainty, new privatization opportunities, and a clearer framework for entering the Ukrainian market.
