Contract Structuring and International Contracts in Ukraine
Contracts with Ukrainian counterparties that survive Ukrainian courts — structuring, drafting and adaptation of cross-border agreements.
Request a review of your contract structure →A partner will respond within one business day.
A European manufacturer once brought its standard English-law distribution framework to Ukraine — and learned that Ukrainian courts reduce contractual penalties as a matter of routine, and that the NBU’s 180-day settlement deadline had quietly expired. A contract can be formally valid and practically unenforceable; the distance between the two is where we work.
Find your situation — go to the right practice
Why contracts involving Ukraine are different
Penalties get reduced
Under Article 551 of the Civil Code and Article 233 of the Commercial Code, courts cut disproportionate penalties by 50–90% as standard practice. Liability provisions have to be designed for that reality, not against it.
The 180-day currency clock
The NBU requires settlement under foreign economic contracts within 180 days. Long-term supply, service and licensing agreements must be built around this deadline — missing it triggers penalties and can block future transactions.
Defaults you did not choose
CISG applies to cross-border sales automatically unless excluded; franchise agreements need state registration to bind third parties; the AMCU scrutinises vertical restraints on EU-style principles. Templates rarely account for any of it.
Who works on these matters
How we start
- Conflict checkSame day.
- Contract assessmentWe review the framework against Ukrainian mandatory rules, currency control and enforcement practice. 24–48 hours.
- Strategy callStructure and negotiation approach — discussed directly with the partner.
Common questions
Can Ukrainian courts really reduce agreed penalties?
They do it routinely — Article 551 of the Civil Code gives them the discretion, and international penalty regimes are commonly cut by 50–90%. Drafting for Ukraine means structuring liability so it survives that review.
What is the 180-day rule?
The NBU deadline for settlements under foreign economic contracts. Payment or delivery later than 180 days exposes the Ukrainian party to penalties and restrictions on future currency transactions — so payment schedules are a structuring question, not a commercial afterthought.
Does CISG govern my supply contract?
If both parties are in contracting states and goods are involved — yes, by default, unless expressly excluded. Many templates leave this open, and with it the question of which rules actually govern.
Is an unregistered franchise agreement valid?
Between the parties — yes. Against third parties — no, and that is where it matters: territorial exclusivity, sub-franchising and IP protection all depend on registration of the commercial concession.
Do distribution agreements face competition scrutiny?
Yes — the Antimonopoly Committee reviews exclusivity, territorial restrictions and resale price maintenance under principles aligned with EU competition law.
Can we just use our standard international template?
You can sign it. Whether it will be enforced is another matter: penalties get reduced, unregistered arrangements fail against third parties, and currency control does not care what the governing-law clause says. Adaptation is the price of enforceability.
Enquiries
A partner will respond within one business day.