Ukraine's corporate law environment has shifted materially in 2025. Amendments to Ukrainian corporate legislation – effective from the first half of 2025 – introduce new requirements for company registration, governance documentation, and shareholder decision-making. International businesses with existing Ukrainian entities, or those planning market entry, face concrete compliance obligations with defined deadlines. Failure to act before those deadlines creates regulatory exposure that can restrict a company's ability to operate, transfer assets, or complete transactions.
Ukraine's 2025 corporate law reforms update rules governing the articles of association, registered office requirements, board of directors composition, and the process for recording shareholder resolutions. The reforms apply broadly to limited liability companies and joint-stock companies with foreign participation. Companies must bring their constitutional documents and governance records into compliance within the period specified by the transitional provisions of the amended corporate legislation – in most cases within six months of the effective date.
This alert sets out what changed, which businesses are directly affected, and the immediate steps international companies should take now.
What changed – the scope of Ukraine's 2025 corporate law amendments
Ukraine's corporate legislation has been amended through a series of legislative acts adopted in late 2024 and entering into force in stages through 2025. The changes affect several areas that matter directly to foreign investors and multinational groups.
Articles of association and constitutional documents. The amendments impose updated content requirements for the statut (articles of association) of Ukrainian limited liability companies and joint-stock companies. Existing documents that predate the reform must be restated. Documents that do not reflect the new mandatory provisions will be treated as non-compliant during state registration procedures and in court proceedings.
Registered office rules. The reform tightens rules on the registered office address. A company must maintain a verifiable, functional registered office in Ukraine. The state registrar now has enhanced authority to flag discrepancies between the registered address and the company's actual operational presence. For international groups that hold Ukrainian subsidiaries through holding structures, this creates a practical obligation to confirm – and where necessary update – the registered address on record.
Board of directors and management governance. The amendments introduce clearer rules on the appointment, removal, and authority of members of the board of directors and executive management. Governance documents must now specify the scope of authority granted to individual managers with greater precision. Broadly worded or legacy delegation clauses are no longer sufficient for registration purposes or for executing significant transactions.
Shareholder resolutions and decision records. The procedure for adopting and recording shareholder resolutions has been updated. Minutes of general meetings must now comply with stricter format and content requirements. For companies with foreign shareholders – particularly those where meetings are held remotely or decisions are passed by written consent – the new rules introduce specific authentication requirements that differ from prior practice.
Companies engaged in cross-border mergers and acquisitions activity in Ukraine face additional scrutiny, as transaction documents will be reviewed against the updated constitutional and governance requirements during due diligence and regulatory clearance processes.
Who is affected – threshold criteria and compliance deadline
The reforms apply to the following categories of legal entity registered in Ukraine:
- Limited liability companies (tovarystvo z obmezhenoiu vidpovidalnistiu – LLC) with one or more foreign participants
- Joint-stock companies (aktsionerne tovarystvo – JSC) with foreign shareholders or cross-border listing arrangements
- Representative offices and branches of foreign companies operating in Ukraine
- Ukrainian holding entities that serve as intermediate vehicles in international group structures
Purely domestic companies with no foreign element are subject to the same legislative changes but face a longer transitional window under the amended corporate legislation.
Compliance deadline. The transitional provisions require affected companies to file updated constitutional documents and governance records with the state registrar within six months of the relevant amendment's effective date. For amendments that entered into force in the first quarter of 2025, the deadline for most affected entities falls in the third quarter of 2025. Companies that miss this window risk having their state registration records flagged as non-compliant, which can impede banking operations, contract execution, and asset transfers.
The consequences of non-compliance are not merely administrative. A company operating with outdated articles of association may find that third parties – including Ukrainian counterparties, banks, and state authorities – challenge the validity of decisions made under the non-compliant documents. Shareholder resolutions adopted without meeting the new format requirements carry an elevated risk of challenge before Ukrainian courts.
To receive an expert assessment of your company's compliance position in Ukraine, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
International businesses with Ukrainian entities should take the following steps without delay.
1. Audit existing constitutional documents. Review the current articles of association against the updated content requirements. Identify provisions that must be restated, added, or removed to achieve compliance. Pay particular attention to clauses governing board authority, shareholder decision procedures, and registered office details.
2. Verify the registered office on record. Confirm that the address registered with the state registrar corresponds to a functional location in Ukraine. Where the address reflects a prior arrangement that is no longer operationally valid, initiate an update through the state registration system before the compliance deadline.
3. Review the process for adopting shareholder resolutions. If your company operates with remote shareholders or relies on written consent procedures, assess whether those procedures satisfy the new authentication requirements. This is especially relevant for Ukrainian subsidiaries of European or international holding groups, where decision-making frequently occurs outside Ukraine.
4. Update governance documentation for the board of directors. Revisit delegation instruments, power of attorney arrangements, and internal regulations governing executive management. Broaden or narrow authority clauses as required by the amended corporate legislation, and ensure that any recent appointments to the board are recorded in the updated format.
5. File updated documents within the transitional window. Once the revised constitutional documents are prepared and approved by the relevant shareholder resolution, file them promptly with the state registrar. Allow sufficient time for the registration review process, which can take several weeks depending on the complexity of the filing and the current workload of the registrar.
For international businesses managing Ukrainian entities as part of a broader group structure. These steps should be coordinated with the group's legal and compliance teams to avoid inconsistencies between Ukrainian entity documents and the group's governance policies. Detailed guidance on the full corporate law service offering in Ukraine is available from our corporate law practice in Ukraine.
For context on how comparable corporate law developments have unfolded in neighbouring jurisdictions, see our alert on corporate law reforms in Russia.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our team combines Portuguese civil law expertise with English common law tradition to deliver cross-border legal solutions in corporate law. This includes company registration. Governance compliance. Additionally, structural advisory for international groups operating in Ukraine and the wider CIS region. As a law firm with dedicated coverage of Ukrainian corporate law matters, we advise international entrepreneurs, institutional investors, and in-house legal teams who need results-oriented counsel across multiple legal systems. The firm's CIS and Eastern European practice includes practitioners with experience in cross-border restructuring, governance reform, and regulatory compliance before Ukrainian state authorities. Engaging a lawyer in Ukraine with cross-border experience is particularly valuable during periods of legislative transition, when local procedural requirements and international governance standards must be reconciled. To discuss your company's compliance position in Ukraine, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.
Published: April 20, 2026
Author: Anna Chen – Senior Associate, Asia-Pacific, Middle East & CIS
Anna Chen is a Senior Associate at Ferraz & Whitmore focusing on cross-border transactions, market entry, and dispute resolution across Asia-Pacific, Middle Eastern, and CIS jurisdictions. She supports international clients in navigating regulatory and commercial challenges in high-growth and emerging markets.