Abolition of the Commercial Code Who It Affects and What to Do Next

       Starting from August 28, 2025, the Law of Ukraine
“On the Specifics of Regulating the Activities of Legal Entities of Certain Organizational and Legal Forms During the Transitional Period and Associations of Legal Entities” (dated January 9, 2025 No. 4196-IX) will come into force, introducing new rules for a number of legal entities during the transition.

The abolition of the Commercial Code of Ukraine (effective until August 28, 2025) will discontinue several organizational and legal forms that define the legal status of state and municipal enterprises.

⚠️ From now on, it will be prohibited to establish new legal entities in the following forms (Art. 13):

• state enterprise (commercial, non-commercial, state-owned);
• municipal enterprise (commercial or non-commercial);
• joint municipal enterprise;
• private enterprise;
• foreign enterprise;
• subsidiary enterprise;
• enterprises of civic associations (religious organizations, trade unions);
• consumer cooperative enterprises.

Also prohibited: assigning property rights to such legal entities under economic control or operational management (Art. 11, 12). These articles will become void 3 years after the Law takes effect — i.e., from August 28, 2028 (!)

Transitional provisions (Art. 14):
📍 From August 28, 2025, within 6 months:

• Founders or authorized management must decide on liquidation (except for non-commercial or state-owned entities);
• Local authorities may terminate municipal enterprises they fully own.

❗️ Articles 13 and 14 do not apply to public railway companies being reorganized into the JSC “Ukrainian Railways”.

State and municipal enterprises can be:

• liquidated or
• transformed into:

❗ For other types of enterprises (subsidiary, foreign, civic associations, cooperatives, private enterprises):

• From 28.08.2025 — the Law “On LLCs and JSCs” applies (unless otherwise regulated);
• From 28.08.2028 — conflicting statutory provisions become invalid.

📌 As of August 28, 2028, changes to the State Register will only be allowed for:

• liquidation or transformation;
• changes in managers/liquidators;
• transfer of assets to the State Property Fund;
• bankruptcy proceedings.

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🔎 We’ll advise you on:

• what to do after the Commercial Code is repealed;
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