Abolition of the Comercial code of Ukraine

. Fate of commercial contracts concluded before the reform:

• The Law of Ukraine “On the Specifics of Regulation of Legal Entities of Certain Legal Forms during the Transitional Period and Associations of Legal Entities” (dated January 9, 2025, No. 4196-IX) does not provide special transitional provisions for commercial contracts concluded under the Commercial Code of Ukraine (CCU) and referring to its norms;
• Contracts concluded before the effective date of Law No. 4196-IX, which repeals the CCU, remain in force and retain their legal effect until expiration or termination;
• If a contract contains references to CCU norms, such provisions cease to apply. Instead, similar provisions of the Civil Code of Ukraine must be applied — it is recommended to amend such contracts accordingly (!);
• From the moment of CCU repeal, all contractual provisions will be governed by the Civil Code of Ukraine and, where applicable, special legislation;
• Important (!) — references to CCU norms do not invalidate the contract, as the law has no retroactive effect.

2. Essential terms of the contract: how it was — how it will be:

Essential terms can be grouped into:

• mandatory terms for any contract;
• mandatory terms for specific types of contracts and/or those required by one of the parties.

Current version (Part 3, Article 180 of the CCU):
Parties must agree on the following when concluding a commercial contract:

• subject matter;
• price;
•  

Starting August 28, 2025 — under the Civil Code of Ukraine (Part 1, Article 638):
A contract is considered concluded if the parties agree on all essential terms:

• subject matter;
• terms defined by law as essential;
• terms necessary for that specific type of contract;
• any other terms which either party identifies as essential.

👉 After the CCU repeal, more contract terms will be deemed “essential” by party will, not by law.

From August 28, 2025, parties must:

• carefully identify essential terms;
• define and agree on them in detail,
  to avoid legal uncertainty in the future.

📅 August 12, 2025, at 11:00 AM — webinar:
“Abolition of the Commercial Code of Ukraine: Consequences for State and Municipal Enterprises or How to Act Under New Rules”
Speaker – Legal Advisor of WINNER Law Firm, Doctor of Law Natalia Shcherbakova.

Registration link available on the corporate Facebook page of WINNER Law Firm.