Draft Civil Code of Ukraine: Digital Assets, Boni Mores, and Transparent Rules for Business

On 21 September 2025, the Ukrainian Parliament registered two draft laws, No. 14056 and No. 14057, proposing to update (recodify) Books One and Two of the Civil Code of Ukraine. These drafts aim to systematically modernize the general provisions of civil legislation in light of the digital economy and Ukraine’s European integration course.

Below is our brief overview of the key amendments to Book One of the Civil Code.

Purpose of the Draft Law

As stated in the explanatory note, the initiative seeks to modernize the fundamental institutions of civil law and align them with European standards of private-law regulation: “The need to update Book One of the Civil Code arises from European integration processes… The revision aims to implement the best European practices and ensure that Ukrainian private law reflects the principles of fairness, proportionality, protection of the weaker party, and other values recognized in the EU”.

The draft draws on major European instruments: DCFR, PECL, PETL, and the UNIDROIT Principles, and is intended to reaffirm civil law as the foundation of unified private law, eliminating outdated terminology and internal inconsistencies.

Key Changes

1. From “civil” to “private” relations

The draft introduces the concept of private relations, establishing a presumption of privacy: all legal relations are considered private unless their public nature is explicitly defined by law. This ensures a consistent approach to business, corporate, information, and other private-law relationships.

2. Custom as a source of private law

The revised Article 7 broadens the concept of custom: regulation may rely not only on business practice but also on national customs and those of national minorities or indigenous peoples. A custom applies only in the absence of a law or contract provision and must not contradict mandatory norms.

3. Classification of legal entities

The draft clarifies the distinction between private- and public-law entities and introduces a streamlined taxonomy of legal forms. Legal entities under private law may only be established as companies (товариства) or foundations (установи), removing existing fragmentation and increasing transparency for investors. New Article 87 defines a legal entity as formed through the unification of persons and/or assets, with the founding documents being either a charter or a foundation agreement (unless otherwise provided by law).

4. Corporate entities and the piercing of the corporate veil doctrine

The term corporate entities (корпоративні товариства) replaces business companies (господарські товариства), accompanied by a number of substantive innovations. For the first time at the Code level, the draft introduces the doctrine of piercing the corporate veil allowing courts, in exceptional cases, to hold shareholders personally liable when the corporate form is misused. Under the draft, a court may lift the veil and impose liability on participants if it is proven that the company:

• was created or used to evade obligations;
• conceals unlawful activity or abuse of rights;
• functions merely as a formal intermediary without economic substance;
• is used to cause harm to creditors, the state, or other persons.

5. Contract interpretation: the contra proferentem rule

Article 213 provides detailed rules for contract interpretation and codifies the contra proferentem principle: any ambiguous clause shall be interpreted against the party that drafted or proposed it. This provision mirrors the UNIDROIT Principles and DCFR, protecting the weaker party in contractual relations.

6. Digital assets: a new step in the digitalization of private law

The draft introduces a classification of digital things, including:

• virtual assets, including tokens;
• digital content (software, music, e-books), databases;
• domain names and user accounts in digital systems;
• and other assets that meet the statutory definition of a digital thing.

The legal regime for digital assets will be further specified in separate laws, but the general provisions on property apply to them by default.

7. The concept of boni mores (good morals)

New Article 203¹ provides that contracts and unilateral acts must comply with boni mores (good morals),  meaning that the parties’ behavior is assessed not only by the letter of the law but also by standards of fairness and good faith. A contract that clearly violates boni mores may be declared invalid, particularly if it is manifestly unfair or exploits one party’s vulnerability or dependence. Similarly, a testamentary clause contrary to boni mores is null and void. Article 26 further clarifies that a person may exercise any civil rights consistent with boni mores.

8. Protection of information on defense enterprises

Article 93 introduces restrictions on public access to information about defense entities. Such data shall not be disclosed in open registers or open data sets to strengthen national security and protect sensitive information. Please see our alert on data-access restrictions.

9. Statute of limitations

The draft substantially updates the rules on limitation periods. The general three-year term remains unchanged, but new differentiated time limits are introduced: six months for claims to recover penalties, fines, or interest (instead of one year); five years for claims to invalidate a contract concluded under duress or fraud; ten years for claims relating to the consequences of an invalid transaction; and thirty years for claims for damages under long-term construction contracts. Parties may agree, by a notarized contract, to extend the limitation period up to thirty years.