13 March 2025
Changes in the regulation for different types of enterprises: What you need to know
On 28 February 2025, Law No. 4196-IX (the “Law“) became effective which cancels the Commercial Code of Ukraine and introduces extensive changes to corporate governance.
The Law will be enacted on 28 August 2025, while certain provisions, such as the prohibition of registration actions in respect of state-owned and municipal enterprises will be enacted on 28 August 2028.
The main changes include:
- cancellation of the Commercial Code of Ukraine (enacted from 28 August 2025);
- prohibition on incorporation of new legal entities in the following organisational and legal forms (enacted from 28 August 2025):
- private enterprise;
- subsidiary enterprise;
- foreign enterprise;
- state-owned enterprise (state-owned commercial enterprise, state-owned non-commercial enterprise, treasury enterprise (Ukrainian – “казенне підприємство“));
- municipal enterprise (municipal commercial enterprise, municipal non-commercial enterprise);
- joint municipal enterprise;
- enterprise of association of citizens (religious organisation, trade union) (Ukrainian – “підприємства об’єднання громадян“);
- consumer co-operative enterprise;
- introduction of a 3-year transition period (from 28 August 2025 to 28 August 2028) for the liquidation/reorganisation of state-owned and municipally owned enterprises;
- application of the provisions of the Law of Ukraine “On Limited Liability Companies and Additional Liability Companies” (“LLC Law“) to private enterprises, subsidiary enterprises, foreign enterprises, enterprises of associations of citizens and consumer co-operative enterprises in the following cases:
- as of 28 August 2025, the LLC Law applies to such enterprises if the relevant legal relations are not regulated by the enterprises’ charters or other laws; and
- as of 28 August 2028, the charters of such enterprises will be invalid in parts contradicting the LLC Law.
If you have any questions regarding the reorganisation or amendments to the charter of your enterprise, please contact Natalia Gerus, Counsel, or Kateryna Zheltova, Senior Associate.
