Ukraine's wartime economy has reshaped how foreign capital enters the country. Authorities have introduced revised investment screening rules that impose mandatory pre-transaction notification on a defined set of foreign investors. The change took effect in early 2025 and catches many international businesses off guard – particularly those whose prior investments pre-dated formal screening legislation.
Ukraine's updated investment legislation now requires foreign investors in designated sensitive sectors to file a notification with the relevant state authority before completing a transaction. The obligation applies where the acquirer is a non-resident entity and the transaction meets specified value or shareholding thresholds. Failure to notify within the prescribed window can result in the transaction being suspended or invalidated.
This alert explains what changed, which business categories face the new requirements, and the concrete steps international companies should take immediately.
What changed and when it came into force
Ukraine's investment legislation has been amended to establish a formal pre-clearance notification regime for inbound foreign direct investment. The core change is structural: notification is no longer a post-transaction administrative step. It is now a condition precedent to completing certain acquisitions.
The regime distinguishes between transactions that require advance notification and those that remain outside its scope. Sectors treated as sensitive under Ukraine's national security and economic resilience rules are the primary targets. These include energy infrastructure, telecommunications, defence-adjacent manufacturing, financial services – including investment fund management and securities offering activities – and critical transport assets.
The revised rules apply to transactions signed on or after the effective date. Transactions under binding agreements executed before the effective date but not yet closed may also fall within scope if closing occurs after the operative date. Investors who assumed their deal was exempt because negotiations began earlier should verify this assumption promptly.
The Natsionalna komisiia z tsinnykh paperiv ta fondovoho rynku (National Securities and Stock Market Commission of Ukraine) retains oversight of capital markets activity, including prospectus review, securities offering approvals, and disclosure obligations for listed instruments. The investment screening authority operates in parallel – not as a substitute – to securities regulation. Both regimes may apply simultaneously to transactions involving listed companies or IPO candidates.
For international businesses with existing Ukrainian holdings, the amended rules also introduce ongoing disclosure obligations. Material changes in beneficial ownership above specified thresholds trigger a fresh notification duty even in the absence of a new acquisition.
Who is affected and which thresholds apply
The notification requirement applies to non-resident acquirers – whether natural persons or legal entities incorporated outside Ukraine. It also catches acquisitions made through Ukrainian subsidiaries where the ultimate beneficial owner is a foreign national or foreign-domiciled entity.
Threshold criteria operate on two parallel tracks. The first is a value threshold: transactions where the aggregate consideration, or the value of the Ukrainian target's assets, exceeds a defined monetary level require notification regardless of the sector involved. The second is a shareholding threshold: acquisitions that result in a non-resident holding a qualifying stake. typically a blocking minority or a controlling interest. in a sensitive-sector entity are always notifiable, irrespective of transaction value.
Business categories most directly affected include:
- Foreign strategic investors acquiring stakes in Ukrainian energy, telecoms, or infrastructure companies
- Non-resident investment fund managers establishing or acquiring Ukrainian fund structures
- International financial institutions extending credit with equity conversion features to sensitive-sector targets
- Foreign acquirers in any sector where the target holds a licence linked to natural resources or state concessions
- Cross-border M&A transactions where the Ukrainian entity has a listing or active securities offering on a domestic or foreign exchange
Businesses operating in financial services should note that listing requirements and disclosure obligations under capital markets legislation interact with the screening regime. A company preparing an IPO in Ukraine – or conducting a securities offering involving Ukrainian assets – may need to coordinate notification filings with its prospectus timetable. Misalignment between the two processes can delay the offering.
To receive an expert assessment of your transaction's notification status in Ukraine, contact us at info@ferrazwhitmore.com.
Immediate action items for international companies
The compliance window is tight. Investors who have completed or are mid-stream in transactions affecting Ukraine should act on the following items without delay.
First, audit existing and pipeline transactions. Review all Ukrainian holdings and pending deals against the sector list and dual thresholds. Do not rely on a high-level assessment. the sector definitions in the amended legislation are broader than equivalent EU screening rules. Additionally. A transaction that falls outside EU foreign direct investment screening may still be notifiable in Ukraine.
Second, identify the responsible filing entity. The notification must be filed by the acquirer or, in group structures, by the entity that directly holds or will hold the Ukrainian interest. Where beneficial ownership is layered across multiple jurisdictions, the filing obligation does not disappear – it attaches to the topmost non-resident entity in the chain.
Third, prepare documentary evidence of ownership and transaction value. The notification package typically requires corporate constitutional documents. Evidence of beneficial ownership, a description of the transaction. Additionally, a valuation or financial summary of the Ukrainian target. Documents originating outside Ukraine require apostille or legalisation and certified Ukrainian translation.
Fourth, align the notification timeline with transaction signing and closing mechanics. Notification must precede closing. If a binding agreement has already been signed, seek legal advice on whether a pre-closing supplemental filing is accepted by the authority or whether the agreement requires amendment.
Fifth, review ongoing disclosure obligations for existing holdings. If a foreign investor already holds a qualifying stake in a Ukrainian entity and beneficial ownership has changed. through a group reorganisation. Share transfer. Alternatively, change in ultimate beneficial owner. a fresh notification may already be overdue. The risk of operating in breach is material: Ukrainian investment legislation permits authorities to challenge the validity of transactions completed without required notification.
For broader context on cross-border financial transactions and regulatory compliance in the region, the related alert on investment screening developments in Russia sets out comparative considerations for CIS-focused investors managing multi-market portfolios.
International companies active in Ukrainian capital markets. including those with banking and finance arrangements linked to Ukrainian assets. should also review our dedicated analysis of banking and finance law in Ukraine. This covers parallel regulatory obligations for credit institutions and foreign lenders.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our capital markets and cross-border investment practice covers foreign investment screening, securities offering regulation, disclosure obligations. Additionally. Investment fund structuring across CIS and emerging markets, supported by a network of local counsel with direct regulatory access. As a law firm with Ukraine practice experience, we assist international investors, institutional acquirers, and in-house legal teams in managing notification requirements, prospectus processes, and IPO-related compliance in high-growth and conflict-affected markets. Our team combines Portuguese civil law expertise with English common law tradition to deliver results-oriented counsel across multiple legal systems. To discuss how the new Ukrainian screening rules apply to your specific transaction, 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.