A commercial or business contract is a written agreement between business entities. It defines the rights and obligations of the parties.
Since August 28, 2025, the Commercial Code of Ukraine has been abolished, so commercial contracts are now regulated by the Civil Code of Ukraine (Chapters 52–53). Article 626 of the Civil Code provides the following definition of a contract: «a contract is an agreement between two or more parties aimed at establishing, changing or terminating civil rights and obligations».
A written contract should always be concluded in situations involving:
- the supply of goods, performance of work or provision of services;
- the lease of premises, equipment or vehicles;
- franchising or agency relationships;
- the transfer of intellectual property rights;
- a risk of non-performance of obligations or a dispute over contractual terms.
Moreover, if there is no written contract, even a straightforward business relationship can be significantly more difficult to protect in court.
Main Types of Commercial Contracts
Under Article 638 of the Civil Code of Ukraine, each type of contract has its essential terms, including the subject matter, price, deadlines and payment procedure. The main types of commercial contracts include supply agreements, contracts for work, service agreements, leases, sale and purchase agreements, commission agreements, storage agreements, logistics agreements and distribution agreements.
The most common problems that arise when entering into contracts include:
• the subject matter of the contract (scope of work) is defined unclearly;
• there is no liability for late performance;
• the terms for unilateral termination of the contract are unfavorable;
• the contract is signed by a person without proper authority;
• the counterparty has not been properly checked (debts, court cases or sanctions may emerge later).
Ignoring these issues may result in a dispute being brought before a court.
We would also like to highlight electronic document management, a practice that has emerged relatively recently and has become firmly established in business. A contract signed with a qualified electronic signature (QES), under the Law of Ukraine «On Electronic Documents and Electronic Document Management» and the Law «On Electronic Commerce», has the same legal effect as a paper document. Electronic document management systems (Vchasno, M.E.Doc, Document.Online and others) are already used by many companies and individual entrepreneurs.
Important – when using electronic document management, both parties must have a valid QES, and the signed contract file must remain accessible at any time.
Legal Contract Review
Before your company signs any contract, we strongly recommend conducting a legal and analytical review.
The following should be checked:
а) the authority of the person signing the document;
б) the business reputation of the counterparty;
в) the terms of the contract and the rights of the signing parties;
г) the parties’ liability, the procedure for terminating the contract, force majeure circumstances and potential penalties;
д) any disputed issues should be agreed upon in advance.
Practical Tips to Avoid Problems
1. Clearly specify all initial contractual terms (subject matter, scope, price and deadlines).
2. Clearly define the terms for acceptance and transfer of works/services, sale of goods and deadlines for submitting claims.
3. Clearly establish the mechanisms for price changes and the payment procedure.
4. Unilateral termination of the contract should be based on clearly defined grounds.
5. Keep all correspondence with the counterparty – from paper documents to electronic messages. In a dispute, such records can prove useful even in court.
6. If you receive a ready-made contract, do not rush to sign it; make sure to review all of its terms first.
If a contract has been properly reviewed or prepared in accordance with all applicable requirements, the risk of a conflict is minimized. Your ability to protect your interests is also strengthened if the matter ultimately has to be resolved in court.
Our Advice
For complex or high-value transactions, it is advisable to involve a lawyer as early as the drafting stage — this is less costly than dealing with a legal dispute later.
