The year 2025 has become a turning point for the commercial law of Ukraine.
The repeal of the Commercial Code of Ukraine (CCU) has profoundly transformed the legal framework. From now on, the regulation of contractual relations has fully transitioned to the Civil Code of Ukraine (CCU) and special legislation.
At the same time, the legislator did not provide specific transitional provisions for already concluded commercial contracts based on the norms of the repealed Code. Such contracts remain valid until the expiration of their term or termination.
However, business entities are strongly advised to promptly review their contract templates and update provisions referring to the CCU, since, from the date of its repeal, the interpretation of such contracts will be carried out exclusively under the Civil Code and current judicial practice, which is still in the process of formation.
In its clarification “Commercial Contract: Procedure for Conclusion, Amendment and Termination” dated May 5, 2025, the Ministry of Justice confirmed that after August 28, 2025, commercial contracts are governed by the general provisions of the Civil Code of Ukraine.
This means that the issues of contract formation, essential terms, form, moment of conclusion, as well as procedures for amendment or termination, are now determined by Chapters 52 and 53 of the Civil Code of Ukraine.
Thus, the abandonment of the Commercial Code signifies not only a change in the legislative framework but also the need to revise business contracting practices in line with the new rules.
Operational and Economic Sanctions:
Comparison Between the Commercial Code and the Civil Code
1. Regulation under the Commercial Code
Articles 235–237 of the Commercial Code provided for a distinct legal institution — operational and economic sanctions. Their essential features included:
- Unilateral application – i.e., without proving fault, a party could independently, without applying to the court, refuse delayed goods, suspend deliveries, or reduce the scope of contractual obligations, provided such sanctions were stipulated in the contract or the law.
- Immediate effect – such sanctions took effect instantly.
- Protective nature – their purpose was not to punish the counterparty but to promptly restore the performance of obligations.
- Legislative specification – the Code explicitly listed the types of sanctions and the conditions for their application.
2. Regulation under the Civil Code
The Civil Code (in particular, Article 611 and other provisions) does not use the term “operational and economic sanctions.” However, their essence may be interpreted through the legal consequences of breach of obligations.
These consequences apply if expressly provided by law or contract, and may include:
- Termination of obligations due to unilateral refusal to perform, contract repudiation, or termination (Articles 615, 651–653 of the Civil Code);
- Amendment of the terms of an obligation;
- Suspension of counter-performance (Article 538 of the Civil Code);
- Other consequences directly provided by the contract or the law.
Unlike the Commercial Code, which allowed the application of operational and economic sanctions regardless of fault, the Civil Code establishes a general rule (Article 614) that fault of the debtor is the basis for liability.
Apart from fault as a mandatory element of liability and the special legislative detailing of the types and methods of applying sanctions under the Commercial Code, the Civil Code retains the possibility to regulate similar relations. It allows the parties to formulate equivalent mechanisms directly in the contract.
The advantage of the Commercial Code lay in its adaptability to commercial relations, allowing the direct application of its provisions within contracts. Under the Civil Code, this adaptability must now be achieved through contractual autonomy.
Judicial Practice in 2025 (After the Repeal of the Commercial Code)
After the Commercial Code of Ukraine lost its validity on August 28, 2025, judicial practice has shown a consistent shift toward the exclusive application of the Civil Code of Ukraine and special legislation.
Below are examples of relevant court decisions illustrating new approaches to resolving commercial disputes:
- Case No. 922/2382/25 (September 11, 2025):
The court recovered debt for electricity based on Articles 610, 612, 625 of the Civil Code, refusing to apply any provisions of the repealed Commercial Code. - Case No. 904/3983/25 (September 12, 2025):
The court upheld the creditor’s right to demand a refund of prepayment for fuel and explicitly stated that the return mechanism must be stipulated in the contract. - Case No. 367/11292/24 (September 3, 2025):
The court rejected a claim to withhold part of the payment without performing the work, emphasizing that sanctions must be clearly provided for in the contract.
These decisions confirm that the contract itself now plays a decisive role as the primary instrument for protecting rights and interests in commercial relations.
Judicial practice developed on the basis of the former Commercial Code may lose its relevance, and a substantial portion of the Supreme Court’s previous legal positions may be revised.
Conclusion
The repeal of the Commercial Code of Ukraine marks not merely a legislative reform but a transition to a more flexible contractual regime, where party autonomy becomes the guiding principle.
Business entities should:
- review and update existing contracts and templates;
- replace references to the Commercial Code with the corresponding provisions of the Civil Code;
- clearly define in contracts the mechanisms for amendment, suspension, termination, and sanctions.
It is to be hoped that the level of protection of business entities and accessibility of the judicial system will not decrease but rather improve, thanks to the broader application of doctrinal principles of classical civil law, well established in continental (Roman-Germanic) legal systems, the heirs of Roman law.