Date of publication: 12 November 2026
Oleksandr Fefelov, Attorney, Partner, Head of Antitrust and Competition Practice
Anastasiia Leontieva, Lawyer
Source: Chambers
Conducting M&A due diligence on a Ukrainian target requires looking far beyond a standard international checklist. Martial law has restricted access to key state registers, Ukrainian corporate law is undergoing its deepest overhaul in decades, and local tax, antitrust, and mobilization rules directly affect deal valuation.
Drawing on transactional experience advising foreign investors and cross-border buyers, Ilyashev & Partners’ Corporate and M&A practice outlines the primary legal risks that shape acquisitions in Ukraine today and how buyers can price or mitigate them before signing.
Restricted Access to State Registers Under Martial Law
Ownership, management, and asset histories of Ukrainian companies were historically public, and lawyers verified records through commercial aggregators such as YouControl or Opendatabot. However, Law No. 4576-IX – in force since 19 November 2025 for the duration of martial law and one year thereafter – significantly narrowed public disclosures.
The State Register of Real Property Rights now shows corporate real estate only by region and omits cadastral numbers, while defence-sector enterprises may withhold even their registered addresses. Because commercial databases cannot display information closed at the source, buyers can no longer rely on desktop checks alone.
The buyer must therefore rely far more on the seller’s documents, verified through site visits and backed by detailed warranties carrying financial liability.
Corporate Structure, Title History, and UBO Verification
The limited liability company (LLC) remains the standard corporate vehicle in Ukraine, making the historical chain of title to participatory interests a primary focus of legal due diligence. Under the Law “On Limited and Additional Liability Companies” (6 February 2018), existing participants hold a statutory pre-emptive right to acquire any stake offered to a third party. If a past transfer bypassed that right, an aggrieved participant may petition a court to transfer the buyer’s rights and obligations to themselves.
A title history that appears clean in the Unified State Register can therefore still be vulnerable to litigation. During buy-side reviews, Ilyashev & Partners cross-checks every historical change of participants against the Unified State Register of Court Decisions and audits corporate charters and shareholders’ agreements for hidden transfer restrictions or veto rights. We also reconcile the registered ultimate beneficial owner (UBO) against the target’s actual financial flows – discrepancies remain common and simultaneously trigger sanctions, tax, and antitrust exposure.
Repeal of the Commercial Code and Ongoing Civil Law Reform
On 28 August 2025, the Commercial Code of Ukraine ceased to have effect. Under Law No. 4196-IX, businesses operating in legacy organisational forms – most notably private enterprises – were granted a three-year transition period to reorganize into LLCs or joint-stock companies. If a target group includes a private enterprise, post-closing reorganization should be built directly into the transaction roadmap.
Furthermore, existing commercial contracts referencing repealed Commercial Code provisions (such as statutory penalties or pre-trial dispute procedures) are now subject to judicial interpretation. With the Verkhovna Rada having adopted a draft new Civil Code at first reading in April 2026, core corporate rules face further revision. Where a transaction involves a gap between signing and closing, the Share Purchase Agreement (SPA) must explicitly allocate change-in-law risks.
Antitrust Compliance and Public Procurement Exposure
The Antimonopoly Committee of Ukraine (AMCU) enforces competition rules within a five-year limitation period and applies substantial penalties. Closing an acquisition without mandatory merger clearance carries a fine of up to 5% of the buyer group’s global turnover for the preceding year, while anticompetitive concerted practices – such as price coordination – carry fines of up to 10%. In August 2026, for instance, the AMCU fined major pharmaceutical distributors Optima-Pharm and BaDM for alleged price coordination between 2020 and 2023 (decisions currently under appeal).
Because antitrust liability follows the legal entity, Ilyashev & Partners’ Antitrust and Competition team audits all acquisitions completed by the target group over the past five years alongside its distribution models and competitor communications. For companies supplying the public sector via the Prozorro electronic procurement system, the stakes are even higher: an AMCU bid-rigging decision allows contracting authorities to automatically reject the company’s tenders for three years. Where state contracts drive revenue, a specific indemnity is essential.
Agricultural Land Restrictions and Wartime Property Risks
Article 130 of the Land Code prohibits foreigners, and legal entities whose participants or ultimate beneficial owners are foreigners, from acquiring ownership of agricultural land. If, for example, a foreign investor buys an agricultural producer that owns its fields, the company will be obliged to dispose of that land within a year. The land is therefore usually moved out before closing and leased back long term.
For property in a combat zone or occupied territory, the buyer should establish whether damage has been recorded and a claim filed with the Council of Europe’s Register of Damage, set up for future compensation from Russia. Since April 2026 legal entities may also file claims. The international commission that will decide them has not yet begun work, so pricing in compensation is premature. Buyers should also check for seizures in criminal proceedings and transfers to ARMA, the state agency managing seized assets.
Tax Audits and Transfer Pricing Exposure
Under Article 102 of the Tax Code, the State Tax Service may audit corporate tax periods within a 1,095-day limitation window. Following suspensions during the COVID-19 quarantine and early martial law, standard limitation rules resumed on 1 August 2026, leaving tax periods from 2023 through 2025 open for inspection. Notably, no statute of limitations applies to the Unified Social Contribution (USC) paid by employers on payroll. For Ukrainian subsidiaries of international groups, the largest tax reassessments consistently stem from transfer pricing audits scrutinizing intra-group transactions.
Key Personnel and Mobilization Reservation Rules
In Ukraine’s current labour market, employee mobilization represents a critical operational risk. Key personnel can receive a temporary deferral from military call-up (reservation) only if the employer holds confirmed status as a critically important enterprise and pays reserved staff at least three times the statutory minimum wage. Cabinet of Ministers Resolution No. 76, which governs this procedure, underwent multiple amendments in 2026. If a target loses its critical status post-transaction, the buyer risks losing the core management or engineering team it just acquired – making confirmation and maintenance of reservation status a standard condition precedent to closing.
Structuring the Deal Around Local Risks
Due diligence findings in Ukraine rarely kill a fundamentally sound transaction, but they directly reshape deal economics. Because Warranty and Indemnity (W&I) insurance for Ukrainian assets remains costly and heavily restricted by war-related exclusions, cross-border buyers rely on practical contractual protections: targeted specific indemnities, price retention via escrow accounts until identified risks expire, and strict conditions precedent to closing.
