Digest of Judicial Practice After the Abolition of the Commercial Code: How Commercial Law Changes in 2026

The abolition of the Commercial Code became one of the most extensive reforms of private law since Ukraine's independence. On August 28, 2025, a new stage in Ukrainian law began — the enforcement of the Law of Ukraine No. 4196-IX "On the Features of Regulating the Activities of Legal Entities of Certain Organizational and Legal Forms During the Transitional Period and Associations of Legal Entities." This law not only abolished the Commercial Code but also launched a three-year transitional period for the complete transformation of the state and municipal sectors of the economy.

Fears of a "legal vacuum" after the abolition of the Commercial Code did not materialize. Courts successfully transitioned to regulating commercial relations by the norms of the Civil Code of Ukraine and special laws. However, the analysis of judicial practice in 2026 shows that the Commercial Code continues to live on in contracts concluded before its abolition, creating unique precedents.

Stability of Contractual Relations

One of the most complex issues after August 28 was the application of the abolished Commercial Code provisions to contracts that are still in effect.

Case No. 903/199/26

The Commercial Court of Volyn Region considered a claim by an LLC for the recovery of debt, penalties, and other fines under a contract concluded on January 30, 2025.

The court noted that the disputed legal relations and corresponding obligations arose before the Commercial Code of Ukraine lost its force. Therefore, the issue of penalty accrual is subject to the provisions of part 6 of article 232 of the Commercial Code of Ukraine, which limit the period for imposing penalty sanctions to six months.

The decision confirms that the abolition of the Commercial Code does not affect legal relations that arose during its validity. Referring to article 5 of the Civil Code of Ukraine, the court effectively emphasized the principle of the irreversibility of the effect of civil legislation acts over time. Thus, the six-month limitation on penalty accrual provided by the Commercial Code of Ukraine continues to apply to "old" obligations even after its invalidation and during dispute consideration in 2026.

At the same time, for new contracts concluded after August 28, 2025, such a general legislative limitation no longer exists unless otherwise expressly provided by law or the contract itself. The parties may independently stipulate the relevant limitation in the contract. A special limitation period of one year applies to claims for penalties (fines, penalties) (art. 258 of the Civil Code of Ukraine), while the general limitation period is three years (art. 257 of the Civil Code of Ukraine).

Legal Regime of State Property After the Abolition of the Commercial Code

Cases No. 927/187/25 and No. 909/1155/25 (Supreme Court and Western Appellate Commercial Court)

In both cases, the prosecutor's office challenged the state registration of private ownership rights by "Ukrposhta" for certain real estate objects, arguing that such assets remain state property.

The courts concluded that the transformation of a state enterprise into a joint-stock company during corporatization is not privatization. Property transferred to the authorized capital of a joint-stock company, 100% of whose shares belong to the state, does not cease to be state property solely due to the change in the organizational and legal form of the business entity.

The courts confirmed that the change of ownership form of state property is possible only through privatization as defined by law. The abolition of the Commercial Code and the entry into force of Law No. 4196-IX did not alter this principle. On the contrary, the reform aims to abandon the model of state and municipal enterprises and gradually corporatize them into company forms, but such transformation alone does not mean the transfer of state property into private ownership.

Subjectivity and Legal Capacity During the Transitional Period

After the abolition of the Commercial Code, the concept of "business entity" remains in the Civil Code of Ukraine and Law No. 4196-IX, but approaches to defining procedural legal capacity continue to be shaped by judicial practice.

Case No. 320/21626/23

The Supreme Court reviewed a case filed by the Social Protection Fund for Persons with Disabilities seeking sanctions against the representative office of a foreign company.

The Supreme Court confirmed that the representative offcie of a foreign legal entity is not a legal entity within the meaning of article 95 of the Civil Code of Ukraine and does not have independent administrative procedural legal capacity.

The court also noted that the abolition of the Commercial Code, including the norms that previously regulated the status of separate subdivisions, did not change the basic approach: the defendant in such cases can only be the foreign legal entity itself, not its branch or representative office.

Collective Consumption and Sanctions in Wartime Conditions

Courts continue to apply anti-crisis legislation, combining it with updated regulation after the abolition of the Commercial Code and approaches regarding business entities.

In Case No. 922/294/26, the Eastern Appellate Commercial Court, despite the supplier's demand to recover over 44 thousand hryvnias in penalties, sided with the residents, emphasizing the priority of social protection of the population over the commercial interests of energy giants.

An LLC filed a claim against a condominium association regarding debt. The supplier demanded not only the principal debt but also penalties, 3% annual interest, and inflation losses, arguing that the condominium association is a professional market participant, not "the population."

The court noted that although a condominium association is formally a legal entity, in law enforcement they are considered collective household consumers.

Due to the martial law and Cabinet of Ministers Resolution No. 206, penalty accrual for such consumers is limited or prohibited in certain cases.

The court emphasized that even after the abolition of the Commercial Code, the legal status of condominium associations as non-profit organizations acting in the interests of co-owners remains stable and does not change approaches to applying consumer protection guarantees.

Public Procurement: Limits on Changing Essential Contract Terms

Case No. 910/11710/25, considered by the Northern Appellate Commercial Court, demonstrates the priority of special legislation over general concepts of freedom of contract and significant change of circumstances.

An LLC requested a change in payment terms under a contract due to the blocking of a tax invoice and significant changes in circumstances.

The court denied the claim, referring to article 41 of the Law of Ukraine "On Public Procurement." Essential terms of a procurement contract cannot be changed unilaterally or based on changed circumstances unless expressly provided by law.

In this dispute, the contract was concluded as a supply contract under the Law "On Public Procurement." According to the Civil Code of Ukraine, the supplier undertakes to transfer the goods to the buyer's ownership, and the buyer must accept and pay for it.

After the abolition of the Commercial Code, the norms of the Civil Code of Ukraine became the basic legal framework for such relations.

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