Date of publication: 12 November 2026
Oleksandr Fefelov, Attorney, Partner, Head of Antitrust and Competition Practice
Anastasiia Leontieva, Lawyer
Source: Chambers
The European Union’s 21st sanctions package, adopted on 23 July 2026, added 48 individuals and 168 entities to its asset-freeze list, targeting numerous intermediaries in third countries. For an international investor acquiring a Ukrainian business, every new designation translates into a direct question about the target’s supply chain and counterparties. Today, merger control, sanctions screening, currency restrictions, and export controls dictate how a Ukrainian M&A transaction is structured, when it closes, and what it ultimately costs.
Advising international buyers and cross-border counsel, Ilyashev & Partners’ Corporate, Antitrust, and International Trade practices outline the core regulatory hurdles that act as mandatory closing conditions in Ukraine and how parties allocate those risks in transaction documents.
AMCU Merger Control and Ultimate Beneficial Owner Scrutiny
For most cross-border acquisitions involving Ukrainian assets or revenue, the first regulatory milestone is prior merger clearance from the Antimonopoly Committee of Ukraine (AMCU). Under Article 24 of the Law of Ukraine “On Protection of Economic Competition” (No. 2210-III of 11 January 2001), filing is mandatory if:
- the parties’ combined worldwide assets or turnover exceed EUR 30 million, and at least two parties each hold Ukrainian assets or turnover above EUR 4 million; or
- one party’s Ukrainian assets or turnover exceed EUR 8 million, while another party’s worldwide turnover exceeds EUR 150 million.
Because place of incorporation is irrelevant, foreign-to-foreign transactions with Ukrainian sales alone routinely trigger filing obligations. A Phase I review takes up to 45 calendar days, while an in-depth Phase II investigation extends the timeline by several months.
In Ukraine, merger control intersects directly with sanctions enforcement. Article 26(3) of the Competition Law obliges the AMCU to reject a filing if applicants fail to disclose their full ultimate beneficial ownership (UBO) chains, while Article 26(2) bars acceptance where a concentration is prohibited under the Law “On Sanctions”. Since 2022, the AMCU has scrutinized potential links to the aggressor state closely, meaning an opaque ownership structure delays clearance far more severely than horizontal market-share overlaps.
Closing a reportable transaction without prior clearance carries a fine of up to 5% of the buyer group’s previous year’s turnover under Article 52, subject to a five-year limitation period. During buy-side regulatory reviews, Ilyashev & Partners’ Antitrust and Competition team audits whether the target obtained proper AMCU clearances for its own historical acquisitions – an unnotified deal from four or five years ago easily becomes the new owner’s financial liability.
Ukrainian Forfeiture Risks vs. EU and US Sanctions Regimes
The Law of Ukraine “On Sanctions” No. 1644-VII of 14 August 2014 rests on decisions of the National Security and Defence Council, enacted by presidential decree. Restrictions apply to specifically named persons and do not automatically extend to the companies they control. Law No. 2257-IX of 12 May 2022, however, added to Article 4 the forfeiture of assets to the state by decision of the High Anti-Corruption Court. An asset bought from a person with hidden sanctions links can therefore be lost after closing, and seller warranties are of little help if the seller is the problem.
For a foreign buyer, the decisive regimes remain those of the EU and the United States. Article 2 of Council Regulation (EU) No 269/2014, with the Council’s ownership and control guidance and the 50% rule of the US Treasury’s Office of Foreign Assets Control (OFAC), both require the ownership chain to be traced to a natural person. Article 8a of Regulation (EU) No 833/2014 obliges EU companies to use their best efforts to ensure that their subsidiaries in third countries do not undermine sanctions, so a European investor effectively answers for its new subsidiary’s counterparties. Deals are rarely held up by the seller itself, and far more often by a supplier, distributor or minority shareholder three levels down.
Currency Control and Capital Repatriation Under NBU Rules
The Law of Ukraine “On Currency and Currency Operations” No. 2473-VIII of 21 June 2018 allows the National Bank of Ukraine (NBU) to impose protective measures, and since 24 February 2022 the key instrument has been NBU Board Resolution No. 18. Resolution No. 95 of 5 August 2025 permitted dividends for periods from 2023 to be transferred abroad up to EUR 1 million per month (sub-paragraph 46 of paragraph 14), and Resolutions No. 2 of 13 January 2026 and No. 90 of 10 August 2026 widened the options linked to new foreign borrowing. There is still no general permission to repatriate investment, and a non-resident’s sale proceeds must be tested against the version of Resolution No. 18 in force on the transfer date. As a result, the purchase price is increasingly paid offshore between holding companies, and the investor’s exit is written into the documents at the point of entry.
Export Controls, Defence Technology, and FDI Screening
For deals involving engineering, IT, dual-use goods, or defence manufacturing, the Law of Ukraine “On State Control over International Transfers of Military and Dual-Use Goods” (No. 549-IV of 20 February 2003) governs intangible technology transfers alongside physical exports. While acquiring shares in a Ukrainian company does not itself require a licence from the State Service of Export Control, transferring technical documentation, source code, or know-how to a foreign parent post-closing frequently does.
Under Cabinet of Ministers Resolution No. 875 (1 July 2026), defence-related technologies developed or held during martial law are subject to licensing rather than outright assignment. Investors planning to migrate intellectual property to a foreign holding company must factor this limitation into their valuation models. Meanwhile, Ukraine has yet to enact a comprehensive foreign direct investment (FDI) screening statute: Draft Laws No. 14062 and No. 14062-1 remain pending, and the Interagency Commission established under Cabinet Resolution No. 97 (28 January 2026) holds purely advisory powers. Long-dated transactions in defence and critical infrastructure therefore require explicit change-in-law clauses.
SPA Structuring and Contractual Protections
Regulatory friction has fundamentally reshaped Share Purchase Agreements (SPAs) for Ukrainian targets. In current market practice, Ilyashev & Partners’ M&A team integrates compliance directly into closing mechanics.
- Repetition of Warranties: Seller sanctions, anti-corruption, and export-control warranties are repeated both at signing and at closing.
- Termination Rights: Buyers secure explicit walk-away rights if the seller, its UBO, or a material counterparty becomes subject to Ukrainian, EU, US, or UK sanctions before completion.
- Escrow Holdbacks: A portion of the purchase price is retained in escrow to cover potential AMCU fines or asset forfeiture risks.
- Expanded Conditions Precedent: Beyond mandatory AMCU merger clearance, closing is increasingly conditioned on clean third-party sanctions audits and export-control sign-offs, with long-stop dates calibrated to realistic regulatory timelines and break-fee or risk-allocation clauses addressing refused clearances.
Compliance risks in Ukrainian transactions will not disappear in the near term, but they can be quantified and managed. Buyers who achieve smooth closings are those who build regulatory clearance and exit mechanics into the deal architecture before drafting the first SPA.
