{"id":1965,"date":"2026-04-09T04:38:34","date_gmt":"2026-04-09T01:38:34","guid":{"rendered":"https:\/\/svaroglaw.com\/kachestvennaya-ur-konsult\/"},"modified":"2026-09-15T03:16:03","modified_gmt":"2026-09-15T00:16:03","slug":"kachestvennaya-ur-konsult","status":"publish","type":"post","link":"https:\/\/svaroglaw.com\/en\/blog\/kachestvennaya-ur-konsult\/","title":{"rendered":"Legal advice for business in 2026: what to check after the Commercial Code was repealed"},"content":{"rendered":"

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 \u201cthe commercial company acts under the Commercial Code\u201d and pre-action letters on the old models all need rewriting.<\/em><\/p><\/blockquote>\n

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.<\/p>\n

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.<\/p>\n

What changed after the Commercial Code was repealed<\/h2>\n

Law No. 4196-IX repealed the Commercial Code with effect from 28 August 2025. Regulation passed to the Civil Code and to specific statutes: \u201cOn Limited and Additional Liability Companies\u201d No. 2275-VIII, \u201cOn Joint Stock Companies\u201d, and \u201cOn State Registration of Legal Entities, Individual Entrepreneurs and Civic Formations\u201d No. 755-IV.<\/p>\n

The practical consequences are in the documents. Contracts citing Articles 179\u2013187 of the Commercial Code on making commercial contracts remain valid, but their terms are now read through Articles 626\u2013654 of the Civil Code. Clauses about \u201coperational sanctions\u201d and \u201ccommercial-law liability\u201d 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.<\/p>\n

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<\/a>.<\/p>\n

The questions clients bring most often<\/h2>\n
\n\n\n\n\n\n\n\n\n\n
Question<\/th>\nWhat is checked<\/th>\nFigure or deadline<\/th>\n<\/tr>\n
Reviewing contracts after the repeal<\/td>\nCitations, penalties, jurisdiction, force majeure<\/td>\n3 % per annum plus inflation under Art. 625<\/td>\n<\/tr>\n
Recovering a debt from a counterparty<\/td>\nLimitation, whether a demand was sent, proof of delivery<\/td>\n3 years (Art. 257), 1 year for penalties (Art. 258)<\/td>\n<\/tr>\n
Choosing a tax system<\/td>\nIncome cap, activities, whether there are employees<\/td>\nGroup 1 \u2014 1,444,049 UAH, group 2 \u2014 7,211,598 UAH a year<\/td>\n<\/tr>\n
Challenging a tax assessment notice<\/td>\nThe deadline for the complaint, the content of the audit report<\/td>\n10 working days for the complaint (Art. 56), then 1 month for the claim<\/td>\n<\/tr>\n
Changing the director, address or charter<\/td>\nMinutes, charter, beneficial ownership details<\/td>\nAdministrative fee 1,000 UAH, registration within 24 hours<\/td>\n<\/tr>\n
Ultimate beneficial owner details<\/td>\nOwnership structure, documents no older than 90 days<\/td>\nFine of 17,000\u201351,000 UAH (Art. 166-11 of the Code of Administrative Offences)<\/td>\n<\/tr>\n
Insolvency or liquidation<\/td>\nSigns of insolvency, the ranking of claims<\/td>\nCourt fee on an insolvency application at the Commercial Procedure Code rates<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/div>\n

\"A<\/p>\n

What the tax side costs a business in 2026<\/h2>\n

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 \u2014 864.70 UAH a month; for group 3 it is 1 % of income.<\/p>\n

The annual income caps are fixed as at 1 January and do not change during the year: group 1 \u2014 167 minimum wages (1,444,049 UAH), group 2 \u2014 834 minimum wages (7,211,598 UAH), group 3 \u2014 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.<\/p>\n

The court side is counted separately. A company\u2019s 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<\/a> section: a written legal opinion from 5,000 UAH, drafting a contract from 5,000 UAH, handling a commercial case from 30,000 UAH.<\/p>\n

How to prepare for a consultation<\/h2>\n
    \n
  1. Bring the contract and every annex.<\/strong> 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.<\/li>\n
  2. Write out the dates.<\/strong> When the contract was made, when delivery took place, when the last payment came, when the audit report or the tax assessment notice<\/a> arrived. Both limitation and the ten-day complaint deadline run from those.<\/li>\n
  3. Check the counterparty in the open registers.<\/strong> 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.<\/li>\n
  4. Say what outcome you want.<\/strong> Getting the money back, keeping the relationship, closing the company with no consequences for the director \u2014 that determines whether pre-action settlement of commercial disputes<\/a> is chosen or a claim goes in straight away.<\/li>\n
  5. Ask for a written opinion on the hard questions.<\/strong> Oral advice cannot be put on the court file; a written opinion citing the provisions and the case law becomes evidence of the director\u2019s good faith if the decision is challenged later.<\/li>\n<\/ol>\n

    Typical mistakes<\/h2>\n