Abolition of the Commercial Code of Ukraine: A New Approach to Contract Management.

Ukraine has entered one of the most significant stages of its private law reform by gradually abandoning the dualistic legal framework under which both the Civil Code and the Commercial Code of Ukraine simultaneously governed contractual and commercial relations. Law of Ukraine No. 4196-IX dated 9 January 2025 provides for the repeal of the Commercial Code and the transition to a unified civil law framework governing contractual, commercial, and other private law relationships.

The primary objective of the reform is to eliminate legal inconsistencies arising from the parallel application of two different legal regimes to the same contractual relationships. In practice, this often resulted in legal uncertainty and increased business risks, particularly in disputes concerning essential contractual terms, amendments and termination procedures, limitation periods, contractual penalties, and other forms of liability for breach of contractual obligations.

Following the repeal of the Commercial Code, the Civil Code of Ukraine has become the principal legal framework governing contractual relationships. This reform strengthens the principle of freedom of contract, while at the same time placing greater emphasis on the quality of legal drafting and contractual structuring. Parties now have broader flexibility to regulate mechanisms for contract amendment and termination, performance security, allocation of risks, liability provisions, and the legal consequences of contractual breaches.

The reform is expected to have a particularly significant impact on agreements concluded through electronic auctions, including transactions conducted via the Prozorro.Sale electronic trading system. By introducing a unified private law framework, the reform enhances legal certainty, reduces opportunities for formal challenges to auction results, and promotes a more predictable approach to contractual regulation.