Reorganization of a private company into a turnkey LLC

199,091 private enterprises (PEs) were registered in Ukraine as of Q4 2025, according to the State Statistics Service, which compared to the total number of registered legal entities in the same time period – 1,555,887 – is almost 13%.

Previously, the status of a private limited company was regulated by the Commercial Code of Ukraine, which expired on 08/28/2025 based on the Law of Ukraine dated 01/09/2025 No. 4196-IX "On the Features of Regulation of the Activities of Legal Entities of Certain Organizational and Legal Forms in the Transitional Period and Associations of Legal Entities" (hereinafter referred to as Law No. 4196-IX). The Law entered into force on 02/28/2025, and was put into effect on 08/28/2025. A three-year transitional period began on this date.

Among the key changes brought about by Law No. 4196-IX:

• the creation of new legal entities in the form of a private limited company is prohibited;
• for already registered private limited companies, a transition period has been established until August 28, 2028, during which they can be reorganized, in particular by converting into a limited liability company (LLC);
• from 08/28/2025, the Law of Ukraine "On Limited and Additional Liability Companies" (hereinafter referred to as the Law on LLCs and LLCs) applies to private limited companies insofar as the relevant legal relations are not regulated by the charter of the private limited company and other laws;
• During the transitional period, the charter and other documents of the private limited company shall be brought into line with Law No. 4196-IX.

If the owner of a private limited company during the transition period has not made a decision to terminate the enterprise in accordance with Law No. 4196-IX, then after the expiration of this period, the provisions of the Law on LLCs and LLCs will apply to its activities. The charter of such a private limited company in the part that contradicts this Law will be invalid.

Although the deadline is set for August 2028, delays pose risks to business.

Bringing PP documents into compliance with current legislation takes a lot of time and requires detailed analysis, as the conversion procedure consists of several sequential stages, each of which has its own legally established deadlines.

Of course, given the number of registered PEs, the burden on state registrars and notaries will increase closer to the end of the transition period.

• Until 28.08.2028 – end of the transition period.
• 3 working days from the date of adoption of the decision on transformation - the period during which the participants of the private limited liability company are obliged to notify the state registrar about it in writing (Part 1 of Article 105 of the Civil Code of Ukraine).
• From 2 to 6 months from the moment of publication of the decision notice - the deadline for creditors to file claims (Part 5 of Article 105 of the Civil Code of Ukraine).
• 30 days from the date of receipt of the creditor's claim (including the State Tax Service) - the period within which a decision is made in response to the creditors' claims (Part 6 of Article 105 of the Civil Code of Ukraine).
• Not earlier than the deadline for filing creditors' claims – the moment from which you can submit documents for state registration of the termination of a private limited company and the creation of an LLC.

The transformation is considered complete from the moment of state registration of the newly formed LLC.

Transformation is a change in the organizational and legal form of a legal entity: the PE is terminated, and an LLC is created instead, to which all property, rights and obligations of the PE are transferred. The procedure is regulated by Articles 104-108 of the Civil Code of Ukraine, the Law of Ukraine "On State Registration of Legal Entities, Individual Entrepreneurs and Public Organizations" and Law No. 4196-IX.

The INFERNO DLC law firm offers full support for converting a private limited company into an LLC without stopping operational activities.

We take on the entire process - from document analysis to obtaining an extract from the Unified State Register of Companies on the registration of a newly created LLC:

Consultation and document audit

Analysis of the charter of the private limited company, ownership structure and preparation of an individual reorganization roadmap.

Corporate solutions

Registration of the decision of the participant or participants to terminate the PP by transformation.

State Registrar's Notice

Submission of documents for entering a record of the owners' decision into the Unified State Register within the time limit established by law.

Interaction with creditors

Consideration of creditors' claims by the reorganization commission and preparation of responses within the established deadlines, applying special provisions of Law No. 4196-IX.

Development of LLC constituent documents

Preparation of new charter in accordance with the Law on LLCs and LLCs or adaptation of the model charter.

Transfer deed

Preparation of a transfer deed that determines the LLC's succession to the property, rights, and obligations of the PE, including all creditors and debtors, as well as obligations disputed by the parties.

Registration in the Unified State Register

Submission of documents to the state registrar for simultaneous registration of the termination of a private limited company and the creation of an LLC.