Legal advice for business in 2026: what to check after the Commercial Code was repealed

On 28 August 2025 the Commercial Code of Ukraine ceased to have effect under Law No. 4196-IX, and contracts between businesses are now governed by the Civil Code. Contract templates citing Commercial Code articles, charters saying “the commercial company acts under the Commercial Code” and pre-action letters on the old models all need rewriting.

Repealing the Commercial Code is the biggest change in business regulation in years, and it touched every company working under contracts made before September 2025. Alongside it, on 4 September 2025 the limitation period resumed running after being suspended from 2 April 2020: three years that stood still for almost five are running again, and claims that seemed safe have started losing their prospects.

Legal advice for business in 2026 means, above all, reviewing what has already been signed and recalculating the deadlines. Below are the questions clients bring most often, the current rates and fees, and the situations in which a company will manage without outside counsel.

What changed after the Commercial Code was repealed

Law No. 4196-IX repealed the Commercial Code with effect from 28 August 2025. Regulation passed to the Civil Code and to specific statutes: “On Limited and Additional Liability Companies” No. 2275-VIII, “On Joint Stock Companies”, and “On State Registration of Legal Entities, Individual Entrepreneurs and Civic Formations” No. 755-IV.

The practical consequences are in the documents. Contracts citing Articles 179–187 of the Commercial Code on making commercial contracts remain valid, but their terms are now read through Articles 626–654 of the Civil Code. Clauses about “operational sanctions” and “commercial-law liability” have lost their statutory footing, so penalties must be drafted under Article 549 and late payment on a monetary obligation calculated under Article 625: three per cent per annum plus the inflation index.

The court procedure has not changed: disputes between business entities are still heard by the commercial courts under the Commercial Procedure Code. Building a position in such a dispute starts with checking which provisions were in force when the contract was made, and that is the work of our commercial disputes lawyer.

The questions clients bring most often

What the tax side costs a business in 2026

For an entrepreneur on the simplified system the payments are known in advance. Group 1 pays up to 10 % of the subsistence minimum, that is 332.80 UAH of single tax a month; group 2 up to 20 % of the minimum wage, that is 1,729.40 UAH. Group 3 pays 5 % of income without VAT or 3 % with VAT. The unified social contribution is the same for all: 22 % of the minimum wage, or 1,902.34 UAH a month. The military levy for groups 1 and 2 is 10 % of the minimum wage — 864.70 UAH a month; for group 3 it is 1 % of income.

The annual income caps are fixed as at 1 January and do not change during the year: group 1 — 167 minimum wages (1,444,049 UAH), group 2 — 834 minimum wages (7,211,598 UAH), group 3 — 1,167 minimum wages, that is over 10 million UAH. Exceeding a cap means moving to the general system from the next quarter and paying 15 % on the excess.

The court side is counted separately. A company’s non-monetary claim costs 3,328 UAH in 2026, a monetary one 1.5 % of its value but no less than 3,328 UAH. An appeal costs 150 % of the rate, a cassation appeal 200 %, and filing through the Electronic Court reduces the fee by 20 %. Representation costs are in the legal service prices section: a written legal opinion from 5,000 UAH, drafting a contract from 5,000 UAH, handling a commercial case from 30,000 UAH.

How to prepare for a consultation

1. Bring the contract and every annex. Specifications, acceptance certificates, delivery notes, correspondence with the counterparty. Without the primary documents the conversation is guesswork, and it is those papers that decide the prospects.
2. Write out the dates. When the contract was made, when delivery took place, when the last payment came, when the audit report or the tax assessment notice arrived. Both limitation and the ten-day complaint deadline run from those.
3. Check the counterparty in the open registers. The Unified State Register of Legal Entities, the Unified State Register of Court Decisions, the register of debtors, the sanctions lists. Fifteen minutes in the registers often reframes the question.
4. Say what outcome you want. Getting the money back, keeping the relationship, closing the company with no consequences for the director — that determines whether pre-action settlement of commercial disputes is chosen or a claim goes in straight away.
5. Ask for a written opinion on the hard questions. Oral advice cannot be put on the court file; a written opinion citing the provisions and the case law becomes evidence of the director’s good faith if the decision is challenged later.

Typical mistakes

• Working from contract templates that still cite the Commercial Code. The court will apply the law in force, and the citation of a repealed code gives the other side an opening to argue over what the terms mean, including the scale of liability.
• Assuming limitation is still suspended. It resumed running on 4 September 2025, so debts from 2021–2022 are already approaching the point at which a court will dismiss the claim on the respondent’s plea.
• Missing the ten working days for an administrative complaint against a tax assessment notice. After that the sum becomes an agreed monetary liability, leaving only the court route from a far weaker position.
• Not filing the beneficial ownership details when the director changes. The registrar refuses the registration action, and the director risks a fine of 17,000–51,000 UAH under Article 166-11.
• Putting off the liquidation of a dormant company. Returns still have to be filed, social contribution arrears and fines accumulate, and a few years on, instead of liquidation, comes a company insolvency.

When you do not need a lawyer

Registering as a sole trader and choosing a single tax group, filing tax returns, making a standard contract with a private individual, drawing up HR documents on the standard forms, obtaining register extracts — that is work for an accountant or the entrepreneur themselves. The Diia portal and the taxpayer’s cabinet cover most routine steps, registering as a sole trader is free, and state registration of a new company carries no administrative fee.

Outside help pays for itself where a mistake is measured in hundreds of thousands: a large contract with a new counterparty, buying a shareholding or assets, a tax audit, a dispute with a risk of enforcement against assets, a conflict between company members. Before a deal with an unknown party, legal review (due diligence) is worth having, and once an audit report arrives, the work is handled by our tax disputes lawyer.

Questions and answers

Are contracts made under the Commercial Code before 28 August 2025 still valid

Yes, the contracts themselves remain valid. What changed is the legal framework for reading them: the Civil Code and specific statutes now apply instead of the Commercial Code. Terms that rested solely on Commercial Code constructs are best re-signed by a supplemental agreement.

When does limitation expire on debts from the war period

Limitation, suspended from 2 April 2020, resumed running on 4 September 2025 under Law No. 4434-IX. The time that had already passed before the suspension counts, so each debt has its own deadline.

What does a group 2 sole trader pay in 2026

Single tax of 1,729.40 UAH, social contributions of 1,902.34 UAH and a military levy of 864.70 UAH a month — 4,496.44 UAH in all. The annual income cap is 7,211,598 UAH.

What does registering changes to the charter or a new director cost

The administrative fee is 1,000 UAH and registration takes 24 hours. Expediting it to six hours costs double the fee, and to two hours five times.

What is the deadline for challenging a tax assessment notice

Ten working days for an administrative complaint to the higher-level authority (Art. 56 of the Tax Code). A claim goes to court within six months, or, after an administrative complaint, within one month of receiving the decision on it, per the Supreme Court Grand Chamber in case No. 500/2276/24.

What does a claim in the commercial court cost

A company’s non-monetary claim, 3,328 UAH; a monetary one, 1.5 % of its value but no less than 3,328 UAH. An appeal costs 150 % of the rate, a cassation appeal 200 %, and filing through the Electronic Court reduces the fee by 20 %.

Must advice be given in writing

No, but a written legal opinion has practical value: it goes on the court file, supports the good faith of the director’s decisions and justifies the reasonableness of the costs when they are recovered from the other side.

What does a company face for not filing beneficial ownership details

A fine on the director of 17,000 to 51,000 UAH under part 6 of Article 166-11. Enforcement of that liability is suspended for the duration of martial law and three months afterwards, but the registrar refuses registration actions until the details are filed.

Can the tax system be changed mid-year

Moving to the simplified system is possible from the start of a quarter, on an application filed no later than 15 calendar days before it begins. Moving back to the general system is compulsory from the quarter after the income cap is exceeded.

Who answers for a limited liability company’s debts

As a rule the company answers with its own property and the members up to their contributions. The director is liable to the company for losses caused by their decisions, and in an insolvency case subsidiary liability is possible for driving the company into insolvency.

Sources

• Law of Ukraine No. 4196-IX — repeal of the Commercial Code with effect from 28.08.2025
• Civil Code of Ukraine, Arts. 257, 258, 549, 625, 626–654
• Tax Code of Ukraine, Arts. 56, 291–295
• Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Civic Formations” No. 755-IV, Art. 36
• State Tax Service of Ukraine — single tax and military levy rates for 2026
• The Diia.Business portal — business registration and registration actions

Legal support for business with Svarog

We revisit contracts after the repeal of the Commercial Code, calculate limitation on every claim, handle tax audits and registration actions, and run commercial disputes and insolvency procedures. We start from the list of documents and dates, so as to show at once what has already been lost and what can still be recovered.

+38 095 554-54-24 · Kyiv, 7 Khoriva Street (Podil) · Mon–Fri 9.00–18.00