Legal review of a contract in 2026: what the lawyer checks, the price and the timing

A legal review of a contract costs from 5,000 UAH and takes one to three working days. The lawyer checks the subject matter and every essential term under Article 638 of the Civil Code, the form of the transaction, the signatory’s authority against the register extract, and how liability works. Since 28 August 2025 the Commercial Code has had no force, so commercial contracts are assessed under the Civil Code.

On 28 August 2025 Law No. 4196-IX took effect, repealing the Commercial Code of Ukraine. Contract templates drafted earlier still often cite its articles on the essential terms of a commercial contract, penalties and liability, and those citations become empty spaces: the provision the clause points to no longer exists.

That changed what working on a contract involves. A lawyer used to check the text against two codes; now the terms come from the Civil Code, specific statutes and the parties’ own agreement, so what the contract actually says matters more than before. Legal review of the documents and the counterparty has become cheaper than the consequences it removes.

What a lawyer checks in a contract

The review breaks into four blocks. The first is the parties: whether the counterparty is registered, whether it is being wound up, who signs and whether they have sufficient authority under the charter or a power of attorney. The second is the subject matter and the essential terms under Article 638: a contract is concluded once the parties have agreed the subject matter, the terms the law calls essential, and every term on which either party insisted.

The third block is the form. Article 209 lists the cases where notarisation is compulsory, and Article 220 makes a transaction void without it — invalid without any court order. Sales of real property are notarised under Article 657, gifts of real property under Article 719, and a lease of a building for three years or more falls under Article 793 with the right of use registered under Article 794. The fourth block is liability: the level of penalties, how the contract is terminated, which court hears disputes, and the force majeure clause.

Which contracts most need reviewing

Checking the counterparty before signing

An extract from the Unified State Register of Legal Entities shows the company’s status, its activities, the charter capital, the ultimate beneficial owner and any limits on the director’s authority. If the extract records a cap on the value of transactions and the contract exceeds it, a shareholders’ resolution is needed, or the deal can be challenged under Article 241.

Next come the litigation history in the Unified State Register of Court Decisions, open enforcement proceedings in the Ministry of Justice’s system, tax arrears in the tax service’s data, and the sanctions lists. A dozen open debt recovery cases means that even a flawless contract will not bring the money back, and the question moves from law into commerce.

The clauses that lose cases

A penalty above twice the National Bank’s discount rate on a monetary obligation is cut back by the court to the statutory limit, so a fearsome-looking clause about 1 % a day offers no protection. A force majeure clause that does not require the circumstance to be certified by the Chamber of Commerce lets a counterparty invoke Article 617 at almost any difficulty.

The price clause deserves separate attention. “The price may be changed by the supplier”, with no formula for recalculation, works only against the buyer, and a price that does not say whether 20 % VAT is included regularly turns into a dispute over a fifth of the sum. Such conflicts are usually settled by pre-action settlement of commercial disputes, which costs from 5,000 UAH and ends in a supplemental agreement.

Invalidity and the deadlines

Article 203 sets out when a transaction is valid: the content does not contradict the law, the parties have capacity, the intention is freely formed and the form is observed. Breaching those conditions leads to invalidity under Article 215, and while a voidable transaction is invalid only on a court order, a void one is invalid by operation of law. Separate grounds arise from mistake as to essential circumstances (Art. 229), deception (Art. 230) and acting under hardship (Art. 233).

The general limitation period is three years under Article 257, but Article 258 sets a special one-year period for recovering penalties. Limitation, suspended from 2 April 2020, resumed under Law No. 4434-IX on 4 September 2025, so claims that lay untouched for years are now losing their prospects fast.

What a contract review costs

A written legal opinion on a particular contract costs from 5,000 UAH, drafting a contract from scratch the same, and an oral consultation on a finished text from 1,500 UAH. By comparison, handling a commercial case in court starts at 30,000 UAH, with the court fee on top: on a company’s monetary claim that is 1.5 % of its value but no less than 3,328 UAH. The full list of items is on the page of legal service prices.

How the work on a contract runs

1. Send the draft with every annex and specification: without the annex on price and deadlines the opinion will be incomplete.
2. Order the register extract on the counterparty and check whether the value of the deal exceeds the limits on the director’s authority.
3. Receive a written opinion listing the risks clause by clause: usually one to three working days, depending on length.
4. Give the counterparty a protocol of disagreements rather than oral comments: it records the date and content of your objections.
5. Check the form: where notarisation is required, agree the text with the notary before the day of signing.
6. After signing, keep every draft and all the correspondence — in a dispute they prove what the parties really intended.

Typical mistakes when contracting

• Signing a template citing Commercial Code articles. The code has had no force since 28 August 2025, and such a clause is left with nothing behind it.
• Not checking the signatory’s authority against the charter. A contract signed in excess of authority binds the company only once it approves it, and counterparties exploit that.
• Relying on oral arrangements about deadlines. Where the contract sets no time for performance, the debtor must perform within seven days of a demand under Article 530, which rarely suits either side.
• Missing the one-year period for recovering penalties. The principal can still be claimed for three years, but penalties and fines only for one under Article 258.
• Signing a lease for two years and eleven months to avoid the notary. The trick works until the premises change hands: an unregistered right of use does not bind the new owner.

When you do not need a lawyer

A one-off purchase on a standard contract for a small sum, a public offer from a bank or a telecoms operator, a standard services contract worth a few thousand hryvnia — here the cost of a review exceeds the risk. A loan receipt can likewise be drawn up alone: state the sum in figures and words, the date, the repayment date and both parties’ passport details. A review pays for itself once the contract runs into hundreds of thousands of hryvnia, where the subject is real property or corporate rights, or where the counterparty insists on its own template and refuses a protocol of disagreements.

Questions and answers

What does a legal review of a contract cost

A written opinion starts at 5,000 UAH and an oral consultation on a finished text at 1,500 UAH. The price depends on the length of the contract and the number of annexes, not on the value of the deal.

How long does reviewing a contract take

A standard contract of a few pages is reviewed in one working day; a document with annexes, specifications and a payment schedule in two or three.

Are contracts drafted under the Commercial Code still valid

The contracts themselves remain valid, but clauses citing repealed provisions are read through the Civil Code. Such templates should be updated before the next signing.

Which contract terms count as essential

The subject matter, the terms the law calls essential for that type of contract, and any term on which either party requires agreement. That is the rule in Article 638.

What happens if a contract is not notarised

Where notarisation is compulsory, a contract without it is void under Article 220. A court can uphold it only where the parties agreed everything and one of them is avoiding notarisation.

Can a contract be changed after signing

Yes, by a supplemental agreement in the same form as the contract. A unilateral change is possible only where the contract or the law expressly allows it.

What is the limitation period in a contract dispute

Three years under Article 257 for the principal claim and one year under Article 258 for recovering penalties. Limitation resumed running on 4 September 2025.

How can I check a counterparty myself

A free search of the Unified State Register of Legal Entities shows the company’s and the director’s status, the register of court decisions reveals the litigation history, and the enforcement proceedings system shows open debts.

Does a flat rental agreement need a legal review

For a residential tenancy of up to three years, the written form and a careful reading of the deposit, rent increase and early termination clauses suffice. Longer terms need a notary.

What if the counterparty does not perform

First send a written demand setting out the debt, the penalties and three per cent per annum under Article 625. If no answer comes, prepare the claim; at that point a commercial disputes lawyer takes over.

Sources

• Civil Code of Ukraine, Arts. 203, 209, 215, 220, 241, 257, 258, 530, 625, 638, 657, 719, 793, 794
• Law of Ukraine No. 4196-IX repealing the Commercial Code of Ukraine
• Law of Ukraine “On Court Fees”
• Unified State Register of Legal Entities, Individual Entrepreneurs and Civic Formations
• Unified State Register of Court Decisions
• Ukrainian Chamber of Commerce and Industry: certifying force majeure

Legal review of contracts with Svarog

We review sale, lease, supply, construction, loan and corporate agreements, prepare the protocol of disagreements and attend the signing before a notary. Where real property is involved, we separately check the object’s history before the sale contract is executed.

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