Franchising in Ukraine: Anna Tsirat’s Books, Chapters and Country Reports

Contract architecture | JVS Law

One file on this site has been downloaded steadily for years without anyone linking to it: a three-hundred-page handbook on franchising written by our partner in 2002. It turns out to be the most-read thing we have ever published, and until now there was no page explaining what it is or what else exists alongside it.

This is that page. Five works, what each one is for, and — the part that matters most — which of them still states the law correctly.

Franchising and the Franchise Agreement: a practical handbook (2002, in Russian, ~300 pp.)

The long-form treatment. The first chapter works through the history of franchising, its definition, and the advantages and drawbacks — set out separately for the franchisee and for the franchisor, which is unusual and is the reason people still read it. It also asks the question most templates skip: what kind of business can actually be franchised. The second chapter goes jurisdiction by jurisdiction, starting with the United States.

A Guide to Drafting Franchise Agreements (Jurvneshservice, 2012, in Russian, 281 pp.)

The working manual. It opens with a block of questions and answers — the ones clients actually ask before they commission anything — and then moves through the general ground and the jurisdiction-by-jurisdiction survey. If you are drafting rather than studying, start here.

Three Ukraine chapters written for international publications, each aimed at counsel outside Ukraine trying to work out what they are dealing with.

• Getting the Deal Through: Franchise 2019 — Ukraine chapter (contributing editor Philip F Zeidman, DLA Piper). The commercial concession agreement, registration, trade mark and know-how licensing, and the obligations running between franchisor and franchisee, in the question-and-answer format the series uses.
• International Franchising, 2nd edition (Juris Publishing, 2018) — Ukraine chapter. Opens where a foreign investor starts: the state’s posture towards foreign-owned business under the Law on the Regime of Foreign Investments, equal treatment, and the guarantees attached to it.
• Modern Franchising in Ukraine — Ukrainian Law Firms: A Handbook for Foreign Clients. Short, and the most current of the three: how franchising went from a fashionable word in the late 1990s to a working expansion tool, and what the legal shape of a Ukrainian arrangement is.

Worth saying plainly, because the two books are the ones people download and they are the two oldest items here.

Registration. Both books were written when a commercial concession agreement had to be registered. That requirement was deleted from Article 1118 of the Civil Code by the deregulation law of 12 February 2015. Anything you read about registering the contract itself is now history.

The second code. Everything written before 2025 had to reconcile Chapter 76 of the Civil Code with Chapter 36 of the Commercial Code. The Commercial Code lost force on 28 August 2025. There is now one text.

The nullity rules. Article 1122 has since been amended, most recently by the same 2025 law, and it now voids two clause types outright — price control, and restricting the franchisee’s sales by customer category or territory.

The current position is set out in Franchise Agreements in Ukraine: the contract the Code regulates, and the disclosure it doesn’t. Read that first if you need the law as it stands; read the books for everything the statute does not tell you — which is most of how a franchise system actually works.

The author defended a dissertation on franchise agreements in 2003 and has been recognised by Who’s Who Legal in franchising. The books are published here in full and free of charge; they are dated where dated, and nothing in them is a substitute for advice on a live transaction.