On 31 July 2025, the Verkhovna Rada of Ukraine adopted Law No. 4564‑IX amending Article 12 of the Law of Ukraine “On Limited and Additional Liability Companies”. This law formally confirms, at the legislative level, the possibility for a company to establish additional capital separate from its charter capital.

Additional capital may be formed through contributions from participants without changing the size of the charter capital or the participants’ ownership interests. Such contributions may be in cash, securities, or other property, unless otherwise restricted by law. The decision to make contributions to additional capital is adopted by the general meeting of participants, while the procedure for using the assets, the rights and obligations of the participants, and their relations with the company may be detailed in the company’s charter or a shareholders agreement.

The possibility of creating additional capital has long been explicitly provided for joint stock companies. In the case of limited liability companies, such an option also existed, but until the adoption of this law, participants could make additional contributions only simultaneously with an increase of the charter capital, when only portion of the contribution increased the nominal value of the participant’s share and, accordingly, the charter capital, while the rest was allocated to additional capital.

The model introduced by the law creates a more flexible investment instrument, allows founders to protect their ownership interests from dilution, and aligns Ukrainian regulation with international standards, such as the concept of Additional Paid‑In Capital in the United States or share premium in the United Kingdom and Canada.

The new rules are expected to facilitate the attraction of investments directly into Ukrainian companies without the need to use foreign jurisdictions. This will also make LLCs more attractive to venture and private capital, thereby increasing investment inflows into the Ukrainian economy.

The law enters into force on the day following its publication.