Following the repeal of the Commercial Code of Ukraine on 28 August 2025, the activities of a significant number of legal entities previously regulated by the Commercial Code of Ukraine must now be brought into compliance with currently effective legislation. The affected enterprises include:
- state enterprises
- municipal enterprises
- joint municipal enterprises
- private enterprises
- foreign enterprises
- subsidiary enterprises
- people’s associations (i.e. religious organisations, trade unions)
- consumer cooperatives.
Incorporating legal entities in abovementioned organisational and legal forms is prohibited from 28 August 2025, though the law establishes specifics for transforming legal entities that have already been established depending on their form, along with a specific transition period during which enterprises must take measures to bring their activities into compliance with new legislation.
During this transition period (ending 28 August 2028), subsidiary enterprises, private enterprises, foreign enterprises, people’s associations, and consumer cooperatives must apply their relevant constitutive documents (charters and internal regulations) insofar as they do not contradict currently effective laws. In cases where the respective relations are not regulated by their constitutive documents and/or other legislation, the Law of Ukraine “On Limited and Additional Liability Companies” applies.
Should the constitutive documents for these enterprises contradict the provisions of the Law of Ukraine “On Limited and Additional Liability Companies” after the transition period ends, then such documents will be considered invalid.
However, these enterprises may also decide to be transformed into another organisational and legal form in order to bring themselves compliance with the law. This would require state registration regarding termination of the legal entity as a result of such transformation, as well as subsequent registration about establishing the newly formed legal entity.
The transformation procedure typically consists of the following steps:
- Adopting a decision on transformation, including appointing a reorganisation commission and a relevant chairperson, and establishing the procedure and related deadlines for creditors to file claims against the enterprise. Such a decision should be registered in the Unified State Register of Legal Entities (USR).
- Drawing up a transfer deed.
- Registration in the USR regarding terminating the previous legal entity (e.g. private enterprise).
- Deciding on incorporating a new legal entity and approving the relevant constitutive documents.
- Registering the incorporation of the new legal entity with the USR.
It should also be noted that a tax audit is not conducted in the event of an enterprise transformation.
The transformation procedure can typically take at least two months, with the length usually depending on the number and complexity of creditor claims against the enterprise.
Our services
KPMG Law Ukraine has a highly qualified team of specialists with extensive experience in assisting clients on corporate reorganisation, including transformation. Our services include:
- Comprehensive support in the course of enterprise transformation, including communication and coordination with the parties involved.
- Preparing draft documents, including for the purpose for bringing the constitutive documents into line with the requirements of effective Ukrainian legislation.
- Advising on all corporate aspects related to business activities, including termination through liquidation or reorganisation (i.e. transformation).
- Support with registering changes in the USR.
