News digest | September 2025

Corporate Law Practice

The Reconstruction Investment Fund commences operational activity

Prime Minister Yulia Svyrydenko announced that the Reconstruction Investment Fund has officially commenced its work.

The first contribution was made by the U.S. International Development Finance Corporation (DFC) – $75 million – and Ukraine will double this amount. Thus, the fund’s initial capital will total $150 million.

Svyrydenko noted that initially, the fund will focus on projects in energy, infrastructure, and critical minerals, to implement three such projects by the end of 2026.

She also emphasised that the fund will operate on the principle of equality: Ukraine would assume the same financial commitments as the US side.

According to her, this decision paves the way for investment in large projects, the creation of new production facilities, jobs, and technological solutions that will benefit the country’s economy and security.

Ukraine takes first step towards regulating virtual asset circulation

On 3 September 2025, the Verkhovna Rada supported in the first reading draft law No. 10225-d, which aims to legalise the virtual asset market and establish the taxation rules for such assets.

According to the bill, a virtual asset is considered a special digital object that exists in electronic form thanks to blockchain technology. At this, it is not equated to official money and can’t be used as a means of payment in Ukraine.

The document conditionally divides virtual assets into three groups:

• tokens linked to assets;
• electronic money tokens;
• other virtual assets, which will be determined separately by the regulator.

Concerning taxation, citizens will be subject to separate taxation of profits from transactions involving virtual assets, based on the difference between the income from the sale and the costs of acquisition. For assets acquired before the law comes into force, a preferential rate of 5% is planned for 2026.

Legal entities will have new adjustments to their financial results, similar to those applied to securities transactions. The list of expenses that can be considered will be determined by the Ministry of Finance upon submission from the regulator.

The Cabinet of Ministers is amending the classification system for mineral reserves

On 25 September, the government adopted Resolution No. 1197, which amends the current classification of mineral reserves and resources under state subsoil use.

The new rules align the Ukrainian system with the international UNFC/UNECE-2019 standard, which is the same system used in the EU. It means a unified approach to geological and economic assessment, state accounting, and classification based on the level of exploration of deposits, their industrial significance, and readiness for development.

The update facilitates the preparation of deposits for auctions or production sharing agreements, making Ukrainian projects more comprehensible to investors.

The government also notes that this decision supports Ukraine’s international commitments, particularly in managing critically important minerals and developing the country’s mineral resource base.

These changes are part of reforms in subsoil use aimed at increasing transparency, competitiveness, and Ukraine’s integration into the European space.

Tax Law Practice | Tax Alert

Changes to the rental rate for state-owned and municipally-owned land: new draft law

On September 24, 2025, the Verkhovna Rada of Ukraine registered draft law No. 14073
“On Amendments to the Tax Code of Ukraine Regarding the Clarification of Certain Provisions Related to the Determination of Land Lease Rates”.

In particular, it proposes to clarify that for state-owned and municipally-owned land, the rent rate is determined as a percentage of the normative monetary valuation of the land, expressed in monetary terms on the date of conclusion of the lease agreement.

Changes in the procedure for blocking tax invoices and adjustment calculations came into force

On September 27, 2025, Resolution of the Cabinet of Ministers of Ukraine No. 1048
“On Amendments to the Procedure for Suspending the Registration of Tax Invoices/Adjustment Calculations in the Unified Register of Tax Invoices” came into force, updating the conditions for blocking tax invoices and adjustment calculations, as we wrote about earlier.

We would like to remind you that the resolution, in particular, raises the threshold values for the unconditional registration of tax invoices and adjustment calculations, raises the threshold values for the formation of a positive tax history of the payer and establishes privileges for enterprises operating in regions with increased security risks.

Formation of a list of “white businesses”: changes introduced

On September 25, 2025, the Ministry of Finance of Ukraine adopted order No. 445 and order No. 481, which amend the Procedure for forming and publishing the List of taxpayers with a high level of voluntary compliance with tax legislation.

In particular, the following changes are envisaged:

• the procedure and formulas for calculating indicators (level of income tax, VAT, personal income tax, average monthly salary, etc.) are detailed, considering 12 consecutive tax months instead of 4 quarters;
• the formula for calculating the average monthly salary and determining the number of employees has been clarified, in particular, it has been specified that the salary per payer must be at least 110% of the average for the industry and region, provided that there are 5 employees;
• the taxpayer has the option to refuse to disclose data in the List;
• the procedure for providing individual consultations has been clarified, in particular for taxpayers from the “white business” list, individual tax consultation will be provided by structural units of the State Tax Service.

The aforementioned orders will come into force on the date of their official publication.

Excise taxation of alcoholic beverages: the Supreme Court has indicated the criteria for applying the rate

In its review of the case law of the Administrative Court of Cassation for August 2025, published on September 22, 2025, the Supreme Court drew attention to the legal position in the field of excise taxation.

In particular, on August 28, 2025, the Supreme Court, in its ruling on case No. 580/489/23, indicated that the decisive criterion for applying the excise tax rate is the classification of products according to Ukrainian Classification of Goods for Foreign Economic Activity (UKT ZED) code, and not their name or strength based on the state standard. In particular, fermented fruit and berry beverages are subject to classification in accordance with the Ukrainian Classification of Goods for Foreign Economic Activity (UKT ZED) code 2206 00 51 00 – “Cider and perry (without added alcohol)”.

Litigation Practice

Violation of military registration: is fine payment via “Reserve+” applicable?

In April 2025, Law No. 4316-IX came into force, which supplemented the Code of Ukraine on Administrative Offenses with a new Article 279-9. It establishes a simplified procedure for considering cases of violations of military registration without the person’s participation, provided they consent. Article 279-9 of the Code allows a person who has violated the rules of military registration or mobilization legislation to submit an application and agree to a fine without personal attendance, if the person acknowledges the violation and agrees to the imposition of the fine.

The application can be submitted personally in written form or through the electronic cabinet “Reserve+”. Upon receipt of the application, the authorized official must issue a resolution and impose the minimum fine within three days.

However, despite the existence of this mechanism, its full implementation is not yet possible. The electronic cabinet currently allows submission of applications only regarding violations related to failure to update data by July 16, 2024. Furthermore, some Territorial Centers for Recruitment (TCRs) do not accept applications by mail and require personal attendance, although the law permits submission without the person’s participation.

An important point in this context is the legal position of the Seventh Administrative Court of Appeal, stated in the resolution of July 4, 2024, in Case No. 120/476/24. The court clearly indicated that “the obligation to ‘personally notify’ is not identical to the obligation to ‘personally appear.’” This position confirms the lawfulness of submitting applications remotely in written or electronic form.

Particularly, attention should be paid to part 5 of Article 283 of the Code of Ukraine on Administrative Offenses, which sets additional requirements for a resolution imposing a fine. In addition to mandatory data, it must include:

• the date and method of submitting the application;
• its content;
• the details for paying the fine;
• information that the resolution will be considered executed if at least 50% of the fine is paid within ten calendar days from the date it becomes legally effective.

The Supreme Court clarified the rules for liability for unauthorized bank card transactions

The Supreme Court, in the composition of the Third Judicial Chamber of the Cassation Civil Court, in its ruling dated July 2, 2025, in case No. 490/7829/23, stated that a bank client is not liable for unauthorized transactions on a payment card if they promptly notified the bank of such transactions and the bank did not prove that the client, by their actions or inaction, contributed to the loss or unlawful use of a personal identification number or other information enabling payment initiation. The mere fact of correctly entering the data to initiate a banking operation cannot reliably establish the client’s fault.

In the reviewed case, the bank filed a lawsuit against the debtor to recover debt under a credit agreement. The plaintiff argued that a banking services agreement had been concluded, under which the bank provided a loan to the borrower. The bank fulfilled its obligations properly, while the borrower failed to comply with their contractual obligations, resulting in the debt under the agreement.

The court of first instance partially satisfied the claim, noting that the bank did not provide sufficient evidence of the legitimacy of interest charges. The court also took into account that a significant amount (UAH 69,342) was debited due to an unauthorized transaction; however, the borrower promptly notified the bank and law enforcement agencies. The claim was partially satisfied only regarding the used but unreturned funds in the amount of UAH 4,732.86.

The appellate court changed the decision, recovering a total debt of UAH 68,124.22, stating that the bank had proven that the defendant contributed to the unauthorized transactions.

The Supreme Court of Cassation agreed with the defendant’s arguments that the bank did not prove their fault in the unauthorized debit. The court emphasized that the borrower timely reported the incident. In the absence of proper and admissible evidence, doubts and assumptions should be interpreted in favor of the consumer, who is usually the “weaker” party in such civil relations, as consumer-bank legal relations are not equal.

Furthermore, the Supreme Court noted that the bank, at the appellate stage, relied on circumstances and evidence that it had denied in the first instance, which violates the principles of fairness, good faith, and the prohibition of contradictory behavior.

As a result, the Supreme Court of Cassation annulled the appellate court’s decision and left the decision of the court of first instance in force.

Ukraine plans to introduce extraterritorial jurisdiction in certain categories of cases

The Ministry of Justice of Ukraine, together with the European Bank for Reconstruction and Development (EBRD), within the framework of the study “Legal Aspects of Flexible Territorial Jurisdiction: Comparative and Constitutional Analysis,” presented its vision regarding the draft law on extraterritorial proceedings in certain categories of cases. The essence of the draft law is the automatic distribution of cases among courts across Ukraine, regardless of the parties’ place of residence, as well as the widespread implementation of online hearings.

Denys Maslov, Chairman of the Verkhovna Rada Committee on Legal Policy, emphasized that the legislative initiative must balance the needs of the judicial system with the rights of citizens. In particular, he noted that the law should be fair not only to those awaiting judicial decisions but also to the judges and court staff who administer justice.

The goal of the proposed changes is to ensure an even workload among courts in different regions and guarantee each person’s right to a fair trial. Accordingly, the Ministry of Justice proposes to implement this through extraterritorial hearings of certain categories of commercial and civil cases via videoconference, provided that the parties have access to electronic case management accounts.

This approach will shorten the duration of proceedings, ensure access to justice regardless of geography, optimize the workload of the judicial system, and contribute to its digital transformation in line with European standards.

Thus, the proposed initiative was supported by the discussion participants, who also emphasized the advisability of its implementation, particularly within the framework of writ proceedings.

Restrictions on transactions from accounts of legal entities with beneficial owners who are russian residents are lawful – Supreme Court of Ukraine

Paragraph 15 of the National Bank of Ukraine (NBU) Resolution No. 18 of February 24, 2022, “On the Operation of the Banking System During the State of Martial Law” (hereinafter – NBU Resolution) establishes restrictions on all outgoing transactions from accounts of legal entities whose ultimate beneficial owners are residents of the Russian Federation or Belarus, regardless of who initiates the transaction (the client or the creditor), except for a specific list of permitted transactions. Such restrictions are lawful and mandatory for banks to implement, including in cases of enforced collection to satisfy court decisions.

This conclusion was reached by the panel of judges of the Cassation Commercial Court within the Supreme Court in its ruling dated September 4, 2025, in case No. 910/12872/24.

The plaintiff filed a claim against the bank seeking to declare illegal the refusal to execute payment instructions from a private enforcement officer and to compel the bank to debit funds from the debtor’s account. The plaintiff argued that the bank unjustifiably returned the payment instructions, citing paragraph 15 of the NBU Resolution, which prohibits outgoing transactions from accounts of legal entities with beneficial owners who are residents of the Russian Federation.

The local commercial court granted the claim, while the appellate court denied it.

The Supreme Court emphasized that the temporary restrictions of the NBU Resolution prohibit banks from executing outgoing transactions on accounts of legal entities whose ultimate beneficial owners are residents of Russia or Belarus, except for the explicitly listed permitted operations. Since the debtor has beneficial owners who are Russian residents and there are no exceptions allowing the transactions, the bank’s actions in returning the payment instructions to the private enforcement officer were lawful.

Criminal Law Practice

“Criminal Liability” of a Legal Entity in a Criminal Proceeding without a Suspect: Key Business Risks

Within the framework of the European integration process and Ukraine’s accession to the Organisation for Economic Co-operation and Development (OECD), significant changes have been introduced to anti-corruption legislation, directly affecting the business environment.

Law No. 4111-IX of 04 December 2024 supplemented Chapter XIV¹ of the Criminal Code and Chapter VI of the Criminal Procedure Code of Ukraine to introduce additional tools to address corruption involving officials of foreign states and international organisations. However, while implementing OECD Council recommendations represents substantial progress for Ukraine, it also expands the scope of liability of legal entities and exposes them to the risk of abuse by law enforcement agencies. For instance:

• criminal law measures may now be applied based solely on the of committing a socially dangerous act that falls under the signs of a crime under Article 209 (legalisation of income), 369 (offer/promise/provision of unlawful benefits), 369² (abuse of influence) of the Criminal Code, even without establishing the guilt of a specific individual, which allows the prosecutor not to prove in court the corpus delicti;
• under Article 963 of the Criminal Code, the basis for liability is “failure to ensure compliance with anti-corruption obligations”. However, in the absence of proper regulatory consolidation of compliance mechanisms, it remains unclear which specific measures are required. Without precise regulation of the scope, nature, and form of such “compliance control”, business entities may be held liable even if there is no direct link between the employee’s actions and the organization;
• the list of criminal law measures applicable to legal entities has been expanded, including temporary restrictions on activities and limitations on rights and benefits. Although termed “non-financial,” these measures may result in significant financial losses or even halt business operations entirely. For example, restrictions on using licenses or special permits for up to three years may stop the operations of businesses in regulated sectors and remove them from specific markets.

For more details on the new legislation on the liability of legal entities and the associated risks, please see the article by GOLAW partner, head of criminal law practice, and attorney Igor Glushko.

GOLAW lawyers secured the cancellation of seizures of property worth over UAH 100 million

As part of criminal proceedings, the court seized the property of nine companies providing international bus transportation services to Poland, the Czech Republic, Germany, Italy, and other EU countries.

The seizure paralyzed the holding company’s operations: the companies were unable to use their vehicle fleet, attract investments or obtain loans, which created serious financial risks.

After analysing the grounds for the seizure, the GOLAW team identified and proved gross violations of the Criminal Procedure Code. The court agreed with the lawyers’ arguments and lifted the seizure of:

• corporate rights worth over UAH 105 million;
• over 50 vehicles;
• real estate with a total area of over 2,000 m².

As a result, the holding’s companies regained control over their assets, continued international transportation, and maintained partnerships with European companies.

The case was handled by GOLAW’s Criminal Law practice team: Partner Igor Glushko, Counsel Kristina Kolchynska, Partner Angelika Moiseeva and Associate Anastasiia Shapoval.

Criminal Liability for Accepting an Improper Advantage Arises Regardless of Actions in Favour of Another Person as per the Supreme Court Position

In case No. 941/1790/20, a prosecutor was found guilty under Part 3 of Article 368 of the Criminal Code for soliciting an undue advantage to initiate before the court a penalty not involving imprisonment.

In the cassation appeal, the defence emphasised that the question of whether actions were taken in the interests of a third party for which an unlawful benefit was transferred had not been clarified.

At the same time, the Criminal Court of Cassation of the Supreme Court, in its ruling of 12 August 2025, clarified that criminal liability for receiving an unlawful benefit, as well as for committing other alternative acts specified in the disposition of Article 368 of the Criminal Code of Ukraine, arises regardless of whether the recipient of the unlawful benefit committed or failed to commit certain actions in the interests of another person (other persons).

Thus, for the qualification of a person’s actions under Article 368 of the Criminal Code of Ukraine, it is sufficient that the person accepted an offer, promise, or received an undue benefit. The success in satisfying the interests of third parties who offered, promised, or provided the undue benefit, or of other persons, does not affect the qualification of the actions of the subject of the criminal offense as provided for in Article 368 of the Criminal Code of Ukraine.

Supreme Court Clarified When the Actions of an Official Constitute Abuse of Power or Official Position under Article 364 of the Criminal Code

Іn case No. 201/16143/16-k, the court acquitted a person accused of committing a crime under Part 2 of Article 364 of the Criminal Code of Ukraine for alleged abuse of office in determining the tax liabilities of enterprises, as it found that there were no grounds for a criminal offence.

Considering the cassation appeal by the prosecutor, the Supreme Court in its ruling of 16 September 2025 reiterated that abuse of power or official position constitutes a criminal offense only if three cumulative elements are present:

1. use of power or official position contrary to the interests of service;
2. committing such an act for mercenary motives or other personal interests or in the interests of third parties;
3. causing substantial harm to legally protected rights and interests of individuals, or to state or public interests, or to legal entities.

Absence of any one element negates the criminal liability under Article 364 of the Criminal Code of Ukraine.

Furthermore, an official must be aware that failing to act or acting in a particular way may result in an undue advantage to him/her or a third party or in satisfying the interests of third parties.

The panel of judges also emphasized, based on the conclusions of the Joint Chamber of the Cassation Criminal Court of the Supreme Court in the ruling of 10 February 2025 in case No. 757/11969/18-к, that the existence or absence of agreements or contact between the official and another person who received an undue advantage has no criminal-legal significance for the qualification of acts under Article 364 of the Criminal Code of Ukraine.

Criminal liability under Article 364 arises even if the official acted in the interests of a third party without informing that party of the nature and content of his/her actions.