Abolition of the Commercial Code of Ukraine in 2025: transition period and implications for all types of enterprises

What does the abolition of the Commercial Code mean?
The Commercial Code is repealed as of 28.08.2025, and its main provisions are integrated into the Civil Code, special laws, and by-laws. The abolition was prompted by years of conflicts between the Commercial and Civil Codes, which complicated contracting, corporate procedures, legal disputes, and created confusion for business regulation. Most provisions that duplicated or conflicted with the Civil Code have been eliminated, while the rest are being replaced with clearer mechanisms for transactions, corporate governance, and public-private relations.

Who is affected: list of key subjects
State-owned enterprises (commercial, non-commercial, state-owned) and municipal enterprises. Within three years, these must be transformed into companies or other forms permitted by the Civil Code.
Private, foreign subsidiaries, consumer cooperative enterprises, companies of public, religious and trade union organizations. New legal entities in these forms can no longer be registered, and all existing ones must undergo phased transformation.
Local government bodies and state institutions managing enterprises or property. All changes to legal status and ownership must now be made under the Civil Code.
Small and medium-sized businesses, the private sector: activities can now only take the forms of LLCs, JSCs, or cooperatives, which will simplify registration, joint investment, and dispute resolution.
Legal departments, notaries, accountants: documentation, charters, contracts, and HR policies must be reviewed and updated to meet the new standards.

Transition period and key deadlines
The transition period will run from 28.08.2025 to 28.08.2028, allowing enterprises to adapt to the new forms. State and municipal companies with a single founder (the state or a community) must complete reorganization or liquidation by February 28, 2026.
New enterprises in “obsolete” forms may not be registered as of August 28, 2025.
The Unified State Register prohibits updating data on “old” entities (except for liquidation, transformation, leadership changes, and bankruptcy).
To preserve tenancy, ownership, or property rights, enterprises must update documents and re-register under the new rules.

Key legal and practical consequences
Unification of the legal framework: business law becomes more transparent, flexible, and aligned with European models.
Pre-trial dispute resolution: now governed by the Civil Code—claims are not mandatory unless expressly required by law or contract. Parties must carefully prescribe the mechanism for peaceful settlement of disputes.
Corporatization of state assets: all state and municipal enterprises must be reformed as ordinary companies, losing the old benefits and restrictions.
Reduced risk of abuse and conflicts—same approaches for both public and private actors.

Recommendations for various categories
State and municipal enterprises:

• Develop a reorganization strategy.
• Choose a business form (JSC, LLC, cooperative).
• Update property relations, employment contracts, HR policies, and all primary agreements.

Private sector, small businesses:

• Ensure statutory documents comply with the Civil Code.
• Remove any provisions duplicating or contradicting the Commercial Code.
• Update all internal documentation and corporate governance mechanisms.

Legal departments, accountants, notaries:

• Add compliance checks with the Civil Code to work protocols and contract templates.
• Adjust HR and employment policy, especially regarding ownership and real estate rights.

Conclusions
The abolition of the Commercial Code affects virtually all legal and natural persons engaged in business activities, marking a gradual transition to a more flexible, European-style model of business regulation. From now on, business, the state, and civil associations will operate according to modern civil-law standards, with a focus on transparency, equal rules for all, and advanced protections for all parties.

Author — Nataliia Shcherbakova, advisor at WINNER Law Firm, expert in contract and commercial law.