In the dynamic environment of business activity, a commercial contract remains a key tool for regulating legal relations between business entities. At the same time, legislation does not stand still: from August 28, 2025, the Commercial Code of Ukraine will cease to be valid, and the main provisions on contractual obligations will be transferred to the Civil Code. This means a significant transformation of approaches to the conclusion, amendment and termination of commercial contracts. Read more about the current norms that are in force today and the changes that will soon come into force.
Legal scope of a commercial contract
Today, the issue of concluding, amending and terminating a commercial contract is regulated by the Commercial Code of Ukraine (hereinafter – the Commercial Code) and the Civil Code of Ukraine (hereinafter – the Civil Code).
According to Art. 181 of the Commercial Code, a commercial contract is concluded in the manner established by the Civil Code, taking into account the features provided for by this Code. The procedure for amending and terminating commercial contracts is provided for in Art. 188 of the Commercial Code.
However, on August 28, 2025, Law of Ukraine No. 4196-IX “On the Features of Regulation of Activities of Legal Entities of Certain Organizational and Legal Forms in the Transitional Period and Associations of Legal Entities” (hereinafter – Law of Ukraine No. 4196-IX) will be put into effect, Part 3 of Article 17 “Final and Transitional Provisions” of which provides for the recognition of the Commercial Code of Ukraine as having lost its validity from the date of entry into force of this Law.
At the same time, general provisions on the contract are contained in Chapters 52 and 53 of the Civil Code. Thus, according to Part 1 of Article 626 of the Civil Code, a contract is an agreement between two or more parties aimed at establishing, changing, or terminating civil rights and obligations.
The parties are free to conclude a contract, choose a counterparty, and determine the terms of the contract, taking into account the requirements of this Code, other acts of civil legislation, business customs, and the requirements of reasonableness and fairness (Article 627 of the Civil Code).
The content of the contract consists of conditions (clauses) determined at the discretion of the parties and agreed upon by them, and conditions that are mandatory in accordance with acts of civil law (Part 1 of Article 628 of the Civil Code).
The transaction is mandatory for execution by the parties (Article 629 of the Civil Code).
Conditions and form of concluding contracts
A contract may be concluded in any form unless requirements regarding the form of the contract are established by law.
If the parties have agreed to conclude a contract in a certain form, it is considered concluded from the moment this form is provided to it, even if the law did not require this form for this type of contract (Parts 1-2 of Article 639 of the Civil Code).
With the entry into force of Law of Ukraine No. 4196-IX, Article 630 of the Civil Code will be supplemented by the provisions currently provided for in Article 179 of the Commercial Code of Ukraine. Thus, Part 1 of Article 630 of the Civil Code as amended by this Law will provide that the law or contract may establish that individual terms of contracts are determined in accordance with standard terms of contracts (standard contracts) and model contracts of a certain type. The Cabinet of Ministers of Ukraine, state authorities authorized by the Cabinet of Ministers of Ukraine or by law may recommend indicative terms of contracts (model contracts), and in cases specified by law - approve model contracts. The parties may not deviate from the content of the standard terms of contracts (standard contracts), but have the right to specify them. The parties have the right, by mutual consent, to change individual terms provided for in the model contract or to supplement its content. The content of a contract concluded on the basis of a state order must correspond to such order.
According to Part 1 of Article 638 of the Civil Code of Ukraine, a contract is concluded if the parties have reached an agreement on all essential terms of the contract in due form. Essential terms of the contract are the terms of the subject of the contract, the terms that are defined by law as essential or necessary for contracts of this type, as well as all those terms on which, upon the application of at least one of the parties, an agreement must be reached.
According to Art. 640 of the Civil Code, a contract is concluded from the moment the person who sent the offer to conclude a contract receives a response on acceptance of this offer. If, in accordance with an act of civil law, the conclusion of a contract also requires the transfer of property or the performance of another action, the contract is concluded from the moment the relevant property is transferred or a certain action is performed.
A contract subject to notarization is concluded from the date of such certification.
Grounds for amending or terminating the contract
The grounds for amending or terminating a contract are specified in Art. 651 of the Civil Code. As a general rule, amending or terminating a contract is permitted only by consent of the parties, unless otherwise established by the contract or law (Part 1 of Art. 651 of the Civil Code).
The amendment or termination of the contract is carried out in the same form as the contract being amended or terminated, unless otherwise established by the contract or law or follows from the customs of business transactions (Article 654 of the Civil Code of Ukraine). In addition, the contract may be amended or terminated by a court decision at the request of one of the parties in the event of a material breach of the contract by the other party and in other cases established by the contract or law.
A breach by a party to a contract is significant when, as a result of the damage caused, the other party is significantly deprived of what it counted on when concluding the contract (Part 2 of Article 651 of the Civil Code).
