American billionaire and former Google CEO Eric Schmidt, together with his wife Wendy Schmidt, have joined the group of co-owners of several commercial real estate assets belonging to investment group Dragon Capital. The relevant changes in the ownership structure appeared in state registers in late May and early June.
According to YouControl data, the couple each acquired 36% in seven group companies that own several major real estate properties in Kyiv, including the Eurasia and Prime business centers, the Piramida shopping and business center, as well as the East Gate Logistic complex.
The transaction was structured through the Cyprus-based company New Ukraine PE Holding Limited, which owns the relevant Ukrainian assets. Following the ownership restructuring, around 22% of the holding remains with the family trust of Dragon Capital founder Tomas Fiala, while another 42% belongs to British investors Anton Schreider and Maxim Klimov, former Goldman Sachs executives and founders of investment firm Again Investments.
According to estimates by Forbes Ukraine analysts, the value of the stake acquired by the Schmidt family may range from $55 million to $70 million.
Despite the entry of new shareholders, Dragon Capital will continue to manage the assets. Market participants note that such a model makes it possible to attract additional capital, retain control over the properties, and at the same time reduce investment risks.
The portfolio included in the transaction consists of assets showing positive financial performance dynamics. Revenue at the 33,400 sq. m Eurasia business center increased by 24% in 2025, reaching UAH 194 million. The Prime business center grew revenue by 11%, to nearly UAH 95 million.
The Piramida shopping and business center, with an area of over 26,000 sq. m and more than 100 tenants, generated around UAH 463 million in revenue for its owners, up 11% year-on-year. The East Gate Logistic complex, with an area of around 50,000 sq. m, increased revenue by more than 10%, to UAH 138.8 million. Property Management Services, which manages the group’s real estate assets, increased revenue by 9.5%, to nearly UAH 24 million.
Experts link the interest of the American investor to the long-term prospects of the Ukrainian real estate market. In their view, foreign investors are considering the acquisition of quality commercial assets at valuations below pre-war levels, expecting significant capital appreciation after the situation in the country stabilizes and the economy recovers.
The transaction also reflects a gradual revival of investment activity in Ukraine’s real estate market. According to consulting firms, in 2025 the volume of office real estate transactions increased 2.5 times to $87 million, while investment in shopping centers rose by 35% to $81 million.
For Eric Schmidt, this is not his first investment project in Ukraine. In recent years, the entrepreneur has actively supported Ukrainian technology and defense initiatives. In particular, he participated in the creation of drone manufacturer White Stork and also cooperated with the Ukrainian side in the development and supply of advanced drones.
The appearance of one of the best-known figures in American technology business among investors in Dragon Capital’s assets is viewed by market participants as a positive signal for international capital and further confirmation of the investment attractiveness of Ukrainian assets even amid the ongoing war.
The Register of Damage for Ukraine has officially launched the first categories of claims for compensation for damage caused by the aggression of the Russian Federation against Ukraine for Legal Entities and the State of Ukraine:
B1.1, B1.2, C1.1, C1.2Damage or Destruction of Critical and Non-Critical Infrastructure; and
This is a fundamentally new stage in the work of the Register. For the first time, the opening of Claims categories enables the recording of not only individual losses, but also systemic economic losses sustained by business entities and by the State of Ukraine as a result of the aggression of the Russian Federation against Ukraine.
It concerns a different scale and a different dimension of the consequences of the war – the destruction of infrastructure, the loss of production capacities and assets, the disruption of logistic chains, and the interference with the functioning of entire sectors of the economy.
Claims in C categories can be submitted by any legal persons, regardless of the organisational and legal form and form of ownership, including state and municipal enterprises.
Categories B of claims are available for the State of Ukraine, state authorities, state institutions, local-self-governments, communities, municipalities etc.
In categories related to infrastructure (B1.1 and C1.1 – critical infrastructure, B1.2 and C1.2 – non-critical infrastructure), claims may be submitted for compensation for the value of destroyed or damaged property, as well as for the costs of repairs or restoration (including future costs) of damaged infrastructure or its functions.
Category of claim C3.1 covers damage, destruction or loss of assets, loss of profits from such assets, total loss of business or other direct costs associated with such losses.
Claims that meet the eligibility requirements will be recorded in the Register and subsequently transmitted to the future Claims Commission, which will determine the amount of compensation due.
In December 2025, 35 States and the European Union signed the Convention on the Establishment of an International Claims Commission under the auspices of the Council of Europe.
The opening of these categories creates the opportunity to systemically document such losses and to form a complete international evidentiary base, on the basis of which decisions on compensation will be made.
How to Submit Claims
Claims are submitted via the Diia web portal. Claims on behalf of a legal person or a state authority may be submitted by the head of the legal person (for example, director or chairperson). The director or chairperson may also appoint a Representative, who will be authorised to submit claims on behalf of the legal person by granting such Representative Digital Powers via Diia. Any legally capable individual may act as a Representative.
B1.1, B1.2, C1.1, C1.2Damage or Destruction of Critical and Non-Critical Infrastructure:
Modern Ukrainian business is all about constant challenges, new approaches to company development and increasing competitiveness in both the Ukrainian and international markets. One way to strengthen international expertise in a company is to attract foreign specialists. Let’s look at the details and specifics of attracting such specialists.
01 — Employment of a Foreigner Under a Labour Agreement: What are the Peculiarities?
Generally, the labour relations of foreign citizens in Ukraine are regulated by the laws of Ukraine[1]1, specifically the Law of Ukraine “On Employment of the Population” (hereinafter referred to as “the Law”).
Indeed, the Law establishes a specific procedure that precedes the conclusion of a labour agreement (contract) with a foreigner.
First and foremost, to employ a foreigner, it is necessary to determine the legal status of the potential employee. Certain categories of foreigners are entitled to work under the same conditions as citizens of Ukraine:
foreigners who hold a permanent residence permit in Ukraine (they submit the same package of documents as a citizen of Ukraine, but provide their residence permit instead of a national passport);
foreigners who have refugee status in Ukraine;
foreigners who have been recognized as persons in need of complementary protection;
and other foreigners of narrow specialization whose list is defined by the Law, for example, members of the clergy, athletes, individuals engaged in scientific activities, representatives of emergency rescue services, branches of foreign enterprises, etc., provided that the prescribed conditions are met.
If the foreigner does not belong to the mentioned categories, the employer must obtain a permit for the employment of foreigners (hereinafter referred to as “the Permit”).
If the candidate is a citizen of the russian federation, the republic of belarus or other countries recognized as posing a threat to the national security of Ukraine, the Security Service of Ukraine is involved in the consideration of the Permit issuance.
The Permit can be issued for different periods of time, depending on the duration of the labour agreement and the potential employee’s plans to remain at the specified place of work.
It is important to consider that the Permit is tied to a specific employer, meaning that if the foreigner changes their place of work, the new employer must undergo the procedure for obtaining the Permit from scratch.
For a foreigner’s arrival in Ukraine for employment, there are several methods:
immigration permit: the grounds for granting this permit are defined by Article 4 of the Law of Ukraine “On Immigration”. For certain categories of foreigners an arrival quota is established. This applies specifically to highly qualified specialists and workers whose acute need is felt by the Ukrainian economy, as well as their spouses and minor children in the case of joint entry. This quota is established annually by a Resolution of the Cabinet of Ministers of Ukraine.
type D work visa: this is issued for arrival in Ukraine for the purpose of employment. To obtain this visa, a potential employee must apply to the Ukrainian consular office or embassy in their place of residence and submit a package of documents. These must include documents confirming the purpose of the trip, specifically: an employment contract or a work permit in Ukraine.
02 — Concluding a Civil Law Agreement with a Foreigner: Are there differences from a Labour Contract?
If there are no actual labour relations between a foreigner and a company in Ukraine, meaning the foreigner is engaged to provide services as needed or to perform a specific task, a mechanism exists for concluding a civil law agreementwith them.
As a result of concluding such an agreement, labour relations do not arise between the parties, therefore, no work permit is required. A company that enters into a civil law agreement with a foreigner for the provision of services must comply with the requirements of civil legislation typically applied to contracts. In such an agreement it is important to specify exactly what service the counterparty will provide, what the result of such a service should be, and the amount of payment under the agreement.
It is crucial to avoid provisions similar to those found in labour contracts, such as specifying a work schedule, terms for granting vacation or sick leave, compensation, etc. That is, in the case of a civil law agreement, the company pays for the result of the services provided, rather than for the process of performing the work, as occurs with a labour contract.
However, it is worth noting that the existence of a service agreement does not grant a foreigner the right to cross the border. Therefore, it can only be concluded with a foreigner who is already legally residing in Ukraine, or if a foreigner residing abroad can be engaged to provide services in aremote format.
03 — Signing a Gig-Contract with a Foreigner: When is it applied?
An effective mechanism today for engaging IT specialists to work in Ukraine is the conclusion of gig-contracts, as provided for by the Law of Ukraine “On Stimulating the Development of the Digital Economy in Ukraine”.
Such contracts can be concluded with foreigners only by Diia City residents. At the same time, the status of a Diia City resident can only be obtained by a legal entity registered under the laws of Ukraine that carries out one or more types of activities provided for by the Law “On Stimulating the Development of the Digital Economy in Ukraine”.
The customer under a gig-contract must be a Diia City resident, and the contractor or performer must be a gig-specialist – this can include a foreigner.
It is important to note that for working with a foreigner through a gig-contract, the company must also obtain the Permit.
Thus, concluding a gig-contract with a foreigner is possible only for Diia City resident companies and is not applicable to any other entity; therefore, only a limited circle of companies can consider this method of engaging foreign specialists.
04 — Conclusion
For Ukrainian companies there are three primary mechanisms for engaging foreign specialists: concluding civil law agreements, labour agreements (contracts) and gig-contracts. The choice of a specific method depends on the nature of the relationship between the company and the specialist, as well as the purpose of their engagement.
Engaging foreigners helps partially resolve the problem of personnel shortages, allows for the acquisition of valuable expertise and introduces new approaches to work. This also contributes to increasing the competitiveness of Ukrainian companies in both domestic and international markets and is an essential element of modern labour relations in the context of globalization.
[1] Article 54 of the Law of Ukraine “On International Private Law”
During March and April 2026, the Cabinet of Ministers of Ukraine adopted a series of decisions aimed at simplifying the procurement of innovative defence products by the Ministry of Defence of Ukraine, harmonising the management of intellectual property rights in the military-industrial complex (MIC), and introducing new formats for technological cooperation in the field of AI.
1. The Ministry of Defence is empowered to procure innovative weapons for testing under a simplified procedure
The Cabinet of Ministers has launched a pilot project that creates the legal basis for the systematic procurement of innovative defence products with a view to testing them in real combat conditions.
Previously, no procedure existed that would allow the Ministry of Defence to procure innovations for troops to test. Samples of innovative solutions reached units in an unsystematic manner, without a structured mechanism for assessing performance or scaling up successful designs.
The pilot project introduces the concept of “defence innovation product” – a new or improved sample of weaponry, military or special equipment, with no analogues in service and offering improved tactical-technical or qualitative characteristics. Such products may be procured by the Ministry of Defence under a simplified procedure and transferred to designated units for experimental combat use.
Following experimental combat use, the sample is assessed for compliance (or non-compliance) with the declared tactical-technical, qualitative and other characteristics, and for its ability to address operational issues and challenges within the Defence Forces.
Where experimental combat use is successful, the Ministry of Defence will ensure the rollout of the defence innovation product across the Defence Forces, including its inclusion in procurement lists and volumes and, where required, its codification.
2. Unified rules for managing intellectual property in the MIC
On 10 April 2026, the Cabinet of Ministers approved the Policy on the Management of Intellectual Property in Ukraine’s Military-Industrial Complex (the “Policy”), which formalises the approach of the public sector (state customers and state-owned enterprises) to the management of its own intellectual property in the MIC and reduces legal uncertainty for private counterparties.
In particular, the Policy proceeds from the premise that state customers and MIC enterprises must contractually regulate compliance with IP legislation in their agreements with private counterparties.
The Policy’s objectives are to be achieved by state customers and enterprises through, among other things:
establishing or designating responsible units and officers for IP management;
developing internal documentation on the acquisition and exercise of IP rights;
ensuring timely registration of IP objects, maintaining the validity of protective documents (patents, certificates), and conducting regular inventories and valuations of intangible assets;
entering into licence agreements for the use of IP objects;
taking measures to protect IP rights in the event of their infringement.
A key element of the Policy is the creation of a “Unified Information System for Research and Development Works, Results of Intellectual Activity and Technologies for Military and Dual-Use Purposes, and Design Documentation for Military Products”. The system will function as a shared repository for state customers and MIC enterprises, with centralised state management exercised through the Ministry of Defence.
3. Ukraine becomes the first country to open access to AI model training on real combat data
The Cabinet of Ministers has launched a pilot project granting Ukrainian companies and foreign defence agencies access to the Ministry of Defence’s AI platform. The platform is built on real battlefield data and is intended to support the development of military products that use AI.
As the rights holder and project coordinator, the Ministry of Defence may grant access to the data, in particular for training AI models, verifying the compatibility of technologies, and developing new or improving existing military products that use AI. Access is provided through a dedicated platform built on the basis of the Ministry of Defence’s Centre for Innovation and Development of Defence Technologies.
Ukrainian companies interested in using the platform must meet one of the following criteria:
be a supplier under a state contract with the Ministry of Defence or a contractor under defence contracts concluded with other state customers;
be designated as critically important for the needs of the Defence Forces during the special period; or
be included in the electronic register of state contract performers.
Foreign defence agencies may obtain access under international treaties or separate agreements on the provision of access to software products. The Ministry of Defence decides on the terms of payment for access by foreign partners on a case-by-case basis. For Ukrainian companies, access is free of charge.
For the purposes of the project, the Ministry of Defence may export military products without obtaining authorisation from the Cabinet of Ministers. The obligation to obtain a permit from the State Export Control Service of Ukraine, however, remains in force.
Conclusions
Taken together, these changes form a consistent strategy for stimulating the development of the MIC: accelerating the cycle from development to combat use, harmonising the management of IP rights, and opening up new forms of technological partnership — all on terms that protect Ukraine’s national security interests.
For companies operating in the MIC, and for international partners considering cooperation in defence technologies, these developments raise practical questions: how the new mechanisms apply to current or planned activities, whether existing contractual structures and arrangements meet the new requirements, and whether these changes create opportunities previously unavailable.
On 29 April 2026, the Register of Damage for Ukraine (RD4U) opened new categories of claims for businesses regarding damage caused by the armed aggression of the Russian Federation. Below is a guide on who can file a claim, what documents are required, and how to proceed.
On 29 April 2026, the Register of Damage for Ukraine (RD4U) (the “Register“), established at the initiative of Ukraine, the European Union and 42 states, to facilitate compensation claims for damage caused by the armed aggression of the Russian Federation, announced the launch of new claim categories for businesses and the State of Ukraine.
Businesses are now eligible to officially submit claims for damage caused by armed aggression.
The newly introduced business claim categories include:
C1.1 – Damage to or destruction of critical infrastructure;
C1.2 – Damage to or destruction of non-critical infrastructure;
C3.1 – Damage, destruction, or loss of assets.
These categories are determined based on the type of property damaged or destroyed.
When can a claim be submitted?
The Register allows legal entities, regardless of ownership structure or institutional affiliation, to submit claims for material losses caused by the armed aggression starting from 24 February 2022.
The Register does not provide an exhaustive list of events giving rise to compensation claims. Eligible events may include direct military attacks, acts of sabotage, occupation, cyberattacks, supply chain disruptions, logistics interruptions, and similar consequences of the aggression.
Claims may be submitted in relation to:
damage to, destruction of, or loss of property and/or related loss of profit;
complete loss of business resulting from the destruction of property;
any other direct expenses arising from the destruction of property.
The affected property must be located within Ukraine’s internationally recognised territory.
Claims may cover not only damage or destruction itself but also expenses already incurred for restoration or recovery of the property.
What documents should be prepared?
To successfully submit a compensation claim, businesses are advised to secure documentary evidence confirming the fact of the damage; the amount of losses incurred; and ownership or lawful possession of the damaged or destroyed property.
Both official (court decisions; law enforcement resolutions; reports issued by the State Emergency Service of Ukraine etc.) and unofficial evidence (media publications; photographs and videos; witness statements; and other supporting materials) may be used to substantiate damage caused by the armed aggression.
We recommend collecting as much supporting evidence as possible and not limiting submissions to formal official documents only.
The Register also does not establish a strict list of evidence regarding the amount claimed, provided the claim is properly substantiated. Supporting documents may include invoices, sale and purchase agreements, financial statements, contracts, and similar records.
At the same time, obtaining an independent expert assessment of losses is advisable, as it may help quantify both direct property damage and lost profits.
It should also be considered that only duly substantiated claims will be included in the Register, while the burden of proof and associated risks remain with the claimant legal entity.
How to submit a claim?
Claims are submitted electronically through the Ukraine’s state digital services portal, Diia, by logging in to user account and completing the relevant application form.
A claim may be submitted on behalf of a legal entity either by its director or by an authorised representative – any individual with full legal capacity. For this purpose, the Diia portal provides the “Digital Authorisation” service.
What happens next?
Following submission, the claim is reviewed by the Register’s Secretariat for formal compliance and then referred to the Register Board, which determines whether the claim is admissible for inclusion in the Register.
Although no specific review deadlines have been established, the Register Board holds in-person meetings at least once per quarter to consider submitted claims and decide whether to register or reject them.
Applicants are notified of the decision through the Diia web portal.
The Register and its governing bodies are not authorised to determine the amount of compensation or make compensation payments. These functions are expected to be assigned to separate institutions to be established in the future.
The opening of the Register to businesses is undoubtedly an important and significant step toward compensation for losses caused by the armed aggression. It demonstrates that an effective compensation mechanism is becoming increasingly tangible.
Join us for the third edition of the Schoenherr CEE Compass, navigating the most pressing topics in law, business and society.
The half-day conference on Thursday, 7 May 2026 in Bucharest will address one of the most significant economic and humanitarian challenges of our time: Ukraine’s post-war reconstruction. As the global community mobilises around Ukraine’s recovery, businesses worldwide, whether experienced in post-conflict environments or new to the region, are uniquely positioned to play a transformative role in shaping the country’s future.
The conference aims to explore how the global and local business community can contribute to and benefit from Ukraine’s rebuilding. It will further examine the role of Central and Eastern European countries, which bring invaluable expertise from their own experience of post-conflict transformation and EU integration, while also drawing on lessons from reconstruction efforts in other regions worldwide.
The conference will convene Schoenherr lawyers with decision-makers and thought leaders to explore critical international developments shaping Ukraine’s reconstruction. Attendees will gain actionable insights into navigating the complex business, legal, regulatory, and financial landscape of reconstruction, whether they are CEE-based companies, global corporations, or organisations with prior experience in post-war investment environments.
Key insights and perspectives from events we host, attend, and support highlighting what matters most to our clients and industries.
During Paris Arbitration Week, the firm, together with the Ukrainian Arbitration Association (UAA), hosted a panel discussion titled “Ukraine in Focus: Investment into Post War Reconstruction, Contracts, and Disputes.” The session examined the legal, regulatory, and dispute resolution considerations shaping investment into Ukraine’s post war reconstruction.
The distinguished panel featured in-house counsel Heorhii Hrabchak (Ukrnafta head of international disputes), Oleksandr Kushch (Naftogaz head of international disputes), alongside Markiyan Malskyy (Arzinger, managing partner and UAA Board Member), and Sergii Uvarov (Impacta partner and UAA President).
What We Shared
Maria Kostytska (Paris partner and UAA Board Member) opened the event by providing context for the discussion, noting the full-scale invasion going into the fifth year and underscoring the importance of looking ahead to investment opportunities and ensuring legal preparedness for investments into Ukraine’s post war reconstruction.
Sergii Uvarov followed with a comprehensive overview of how dispute resolution in Ukraine has evolved over the past four years, how the courts and arbitral institutions continue to function, and how enforcement was stayed in certain cases due to martial law and sanctions.
Thereafter, panel addressed a broad range of legal and practical issues relevant to investors, including:
Recent legislative and regulatory reforms affecting public private partnerships (PPPs) and privatization
The legal framework governing production sharing agreements (PSAs), subsoil licenses, conversion of subsoil licenses into production sharing agreements, concessions and joint ventures with foreign investors
Prevention and mitigation of disputes, as well as techniques and modalities of dispute resolution in the post-war reconstruction context.
Markiyan Malskyy (Arzinger) analyzed recent reforms in PPPs and privatization, highlighting Ukraine’s ongoing efforts to attract foreign capital. He reflected on historic privatization related disputes. He also addressed the risks associated with investing in or acquiring sanctioned assets—particularly those administered by ARMA and sold through the State Property Fund—as well as the potential for claims to be brought by sanctioned Russian individuals or entities for deprivation of assets.
Heorhii Hrabchak (Ukrnafta) shared insights into investments into Ukraine’s energy sector, which is currently shaped by financial restrictions and sanctions framework. He elaborated on PSAs and the conversion of subsoil licenses into PSAs as a mechanisms for foreign investor participation alongside state-owned enterprises. On the bright side, he commented on Ukraine’s recent victory in the first renewable energy case arising from the change in the green tariff regime, in which the government negotiated with the renewable energy producers, signed a memorandum of understanding, implemented it into law, and thus avoided liability under the Energy Charter Treaty (ECT).
Oleksandr Kushch provided insights into the gas wars ongoing until the termination of the long-term gas transit contract between Naftogaz and Gazprom, focusing on the ongoing enforcement of arbitral awards. He also mentioned recent achievements in enforcement of Crimea related awards and the complex interplay between Ukrainian and European creditors seeking recovery against assets of Gazprom Export, Gazprom and Russia.
Louis Degos (Bâtonnier du Barreau de Paris) concluded the session with a high level synthesis, emphasizing the importance of legal foresight and strategic planning for Ukraine’s reconstruction.
What We Learned
Ukraine continues to adapt its legal and regulatory framework to support investment during and after the war, particularly in energy, infrastructure, and natural resources.
Conducting early due diligence and planning for dispute resolution is critical in protecting investor interests.
Investors must carefully assess the evolving legal and regulatory framework, sanctions related risks and jurisdictional overlaps when structuring investment transactions and pursuing claims.
The discussion closed with an engaging Q&A, reflecting strong audience interest in the practical and forward looking issues raised by the panel.
Thirty-five countries and the European Union recently signed a new Convention to establish an International Claims Commission for Ukraine (the “Commission”). The Commission will build on the Register of Damage for Ukraine (“RD4U”), which officially launched in April 2024 to provide a structured framework for recording compensation claims for damage, loss and injury inflicted by the Russian invasion of Ukraine commencing on 24 February 2022 (the “Invasion”). The Commission—which will be established within the Council of Europe framework—will review, assess, and decide claims and determine any compensation due.
In this Legal Update, we examine this new development which is important for those who have suffered loss due to the Invasion.
THE CONVENTION
The Convention establishing an International Claims Commission for Ukraine (the “Convention”) was signed on 16 December 2025 by Andorra, Austria, Belgium, Croatia, Cyprus, Denmark, Estonia, Finland, France, Georgia, Germany, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Republic of Moldova, Monaco, Montenegro, the Netherlands, Norway, Poland, Portugal, Romania, San Marino, Slovenia, Spain, Sweden, Switzerland, Ukraine and the United Kingdom, as well as the European Union. Greece signed it on 19 December.
The Convention marks the second step in the Council of Europe’s three-step compensation architecture for Ukraine, which was preceded by the RD4U and is expected to be completed by a compensation fund in due course (see below).
THE RD4U
The RD4U collects and records compensation claims submitted by individuals, organizations, and public bodies in Ukraine (read more about it in our 2024 Legal Update). Claims are submitted to the Register through Ukraine’s Diia system, a secure government digital platform which integrates with Ukraine’s broader digital infrastructure for evidence collection. The RD4U does not examine or adjudicate the claims; it simply records them.
44 States and the European Union have so far joined the Register, which has already received 86,000 claims, underscoring the scale of the future caseload for the Commission. It should be noted that those applications were exclusively made by individuals, since applications by legal entities, including State-related, have not been open for submission to date.
WHEN WILL THE COMMISSION BE ESTABLISHED?
The Commission will be established when the Convention has been ratified by 25 states (or Regional Integration Organizations (“RIO”)), and it has sufficient funds to support its initial operations. No States have yet ratified the Convention.
The Commission will be an independent body established within the framework of the Council of Europe, with its seat in The Hague in the Netherlands. However, as this is an “open convention,” any state, the European Union, and any other RIO may become a member of the Commission by becoming a party to the Convention (“Member”). This reflects a broad and cooperative global approach to reparations for Ukraine.
The Commission will operate independently from the Special Tribunal for the Crime of Aggression against Ukraine (also established within the institutional framework of the Council of Europe).
HOW WILL CLAIMS BE DECIDED BY THE COMMISSION?
Shortly after the Commission has been established, the work of the Register will be transferred to the Commission, which shall take over its functions and hence be the direct recipient of new compensation claims from the date of its establishment.
The eligibility criteria for claims which will be reviewed by the Commission is as follows: claims must relate to harm occurring on or after 24 February 2022, within Ukraine’s internationally recognized borders (including territorial waters), and may be submitted by individuals, legal entities, and the State of Ukraine (including its regional/local authorities and state owned/controlled entities). It also extends to any aircraft or vessel under the jurisdiction of Ukraine.
The Commission comprises an Assembly which has “overall responsibility” for fulfilling the Commission’s mandate and oversees its many bodies. All ratifying States automatically become Assembly members. The Commission’s bodies will include a Financial Committee and Council.
The Council will – among other things – appoint Commissioners from a roster of candidates created by the Commission’s Secretariat (which provides administrative and other support). Panels comprising three Commissioners will review the claims and recommend decisions for the Council to adopt, with reasons.
According to the Convention, “the Commissioners shall be experts in fields such as international law, dispute resolution, finance, accountancy, insurance, or damage assessment” and they shall be appointed on “an inclusive basis.”
The rules and procedures to be applied by the Panels when assessing and deciding claims, and determining the amount of compensation due, will be fully determined by the Council. However, the Convention provides some guidelines. It stipulates that, in their decision-making, the Panels and the Council must take into account, as appropriate, relevant judgments or awards by other courts, tribunals, or adjudicative bodies established under international law. They can also consider relevant judgments or awards by any national courts and tribunals. They will also need to take appropriate measures to prevent double compensation for the same damage, loss, or injury. The Convention also directly empowers the Panels to request experts to assist them where specialized knowledge or expertise is required.
In parallel with the Commission’s Secretariat, each Commissioner is expected to be independent, hence conflicts and disclosure rules will be adopted in due course.
The Council must fully consider a Panel’s recommendation, which will be treated as approved unless it decides to remit it to the Panel (with reasons), enabling the Panel to make a new recommendation as appropriate.
The decisions rendered by the Commission will be final and not subject to appeal. As to enforcement, the Convention makes it clear that decisions of the Commission cannot be enforced through courts or other judicial or quasi-judicial institutions within the national jurisdictions of the Members (unless expressly permitted by a relevant Member under the national law of that Member). This naturally raises enforcement concerns: will the mechanism lead to actual compensation for those seeking it, especially if the third element of the compensation mechanism—the Compensation Fund—is not established?
HOW WILL THE COMMISSION BE FINANCED?
Should Russia become a Member, then it will bear the costs of the Commission pursuant to the Convention. Until then, the Commission will be financed through the annual contributions of Members and through voluntary contributions.
STEP THREE: THE COMPENSATION FUND
Once the Commission issues decisions awarding damages, how will those damages be paid? It is expected that, as a third step, a compensation fund will be created to pay the awards issued by the Commission. Funding sources are still under discussion among interested States and organizations including potentially using immobilized Russian assets in the European Union.
At this stage, it is noteworthy that the Convention itself (Article 21) sets out the expectation that Russia will fund the compensation determined and awarded by the Commission on the premise that it “must bear the legal consequences of all of its internationally wrongful acts” including making reparation for any damage it has caused.
CONCLUDING REMARK
This is a highly welcome development which marks “a major step forward in ensuring accountability for Ukraine.” It is hoped that sufficient funding for, and ratifications of, the Convention will be forthcoming so that the Commission can be established as early as possible to bring those affected by the Invasion one step closer to obtaining the reparations due to them.
Foreign investors intending to conduct operations in Ukraine may choose among several legal vehicles depending on their objectives (e.g., commercial operations, marketing, or charitable activity). The selected vehicle determines not only the objective of operations, but also the establishment requirements, corporate governance rules, and opportunities for capital attraction.
Choosing the form of legal presence
The most common and legally viable forms of presence in Ukraine include:
limited liability company (LLC);
joint stock company (JSC);
representative office (RO) of a foreign legal entity;
charitable organization (ChO).
Until recently, Ukrainian laws allowed for other legal vehicles, including private enterprises, subsidiary enterprises, and foreign enterprises. However, following recent legislative changes, such enterprises are mandated to undergo a reorganization by conversion into another permitted form of presence, e.g., into the LLC.
Each discussed option entails specific requirements concerning incorporation, corporate governance, and financing. Therefore, the choice should be made following a detailed analysis of each option.
Specifics of LLC operation
LLC remains the most popular form of legal entity in Ukraine. It may be established by one or more participants – individuals or legal entities, including foreign investors, who contribute to the charter capital, divided into participatory interests.
LLCs are usually governed by a general meeting of participants and the executive body (sole director or board). However, it is possible to establish a supervisory board and other corporate bodies to achieve various management needs.
There is no minimum charter capital requirement, offering flexibility for participants, since their liability is generally limited to their contributions, shielding personal assets from corporate obligations.
Recent legislative reforms introduced a mechanism for additional capital contributions, allowing participants to inject funds or assets without altering their ownership ratios or increasing the charter capital. Such a measure simplifies business financing and can be implemented by making the necessary amendments to the LLC’s charter.
Moreover, participatory interests in LLCs can now be registered within the Central Securities Depository System, ensuring better protection of ownership rights and simplifying corporate transactions.
Specifics of JSC operation
JSC is a corporate entity whose charter capital is divided into shares representing the ownership interests of shareholders. Before incorporation, it is essential to determine the type of company – public (PJSC) or private (PrJSC):
PJSC may freely raise equity through the capital markets, offering broader investment opportunities, but being subject to stricter disclosure and regulatory oversight;
PrJSC limits the number of shareholders and is subject to less rigorous regulation, making it suitable for family businesses providing intra-group loans.
Ukrainian corporate law provides for both one-tier and two-tier corporate governance structures, allowing flexibility in establishing supervisory and management bodies depending on the company’s size and structure. A recent legislative amendment reduced the minimum authorized capital requirement for newly established JSCs from 1,250 to 200 minimum wages (from around EUR 205,000 to EUR 32,800 as of November 2025), thereby facilitating incorporation and investment entry.
Ukraine introduced an electronic voting mechanism for general shareholders’ meetings, ensuring continuity and flexibility of governance during wartime. Minority shareholders are now afforded enhanced protection, with courts increasingly upholding their rights in disputes concerning disclosure, decision-making, and compensation under squeeze-out procedures.
Specifics of RO operation
RO is a separate subdivision of a foreign legal entity that does not possess independent legal personality in Ukraine, but acts on behalf of and in the interests of its parent company. Unlike branches, ROs are limited to conducting auxiliary activities rather than commercial operations. The foreign entity remains fully liable for actions undertaken by the ROs and is fully responsible for financing its activities in Ukraine.
A significant regulatory development is the requirement for mandatory registration of all foreign representative offices in the Ukrainian corporate register. The registration procedure has been streamlined; specifically, applications are now reviewed within several business days by state registrars rather than the ministry’s officials, enhancing transparency and administrative efficiency.
For existing ROs, despite the legally foreseen automatic transfer of their data to the Ukrainian corporate register, this process has been delayed due to ongoing technical adjustments to the software infrastructure. Given the uncertain timeframe for the automatic procedure, it would be sensible for the foreign legal entities to initiate such a transfer of their ROs by submitting the relevant application with the Ministry of Justice of Ukraine. This approach helps to avoid complications and delays in obtaining public services, performing registration actions, or carrying out other procedures requiring official confirmation of an RO’s status in the Ukrainian corporate register.
Specifics of charitable organization operation
ChO in Ukraine operates as a non-profit legal entity and may be incorporated as an institution, society, or foundation. Depending on the type, incorporation and corporate management requirements will vary.
Charitable activities conducted by ChOs may be financed from the funds and assets donated by founders and other donors.
ChOs’ defining feature is their non-commercial nature. They are prohibited from distributing income among founders, executives, related parties, or employees. This principle directly affects asset management along with dissolution procedures. Registration in the Register of Non-Profit Institutions and Organizations is a prerequisite for acquiring non-commercial legal status. Compliance with reporting standards, the targeted use of funds, and other statutory requirements are critical to maintaining this status.
Following the ongoing russia’s war in Ukraine, the role of ChOs has expanded substantially. They actively raise resources for humanitarian aid, military support, and assistance to civilians affected by hostilities.
Summary
Selecting the appropriate form of legal presence in Ukraine is a strategic decision rather than a procedural formality. It determines the incorporation requirements, the company’s corporate governance structure, and financing options.
A well-considered corporate structure is a cornerstone of any investment decision, directly influencing the investor’s operational efficiency in Ukraine.
The Romania – Ukraine Bilateral Chamber of Commerce launched, under the auspices of the Embassy of Ukraine in Romania, the project: REBUILDING UKRAINE
Rebuilding Ukraine is designed to be a platform that includes companies that have the capacity and eligibility for Ukraine reconstruction projects, respectively:
Establishing a sectoral list of economic agents in Romania, members of the CCBRU, who have the ability and extensive experience in the field of activity they represent and in which they operate;
The organization of an event, at a bilateral level, in which representatives of the Governments of the two countries and other officials, as appropriate, and also representatives of CCBRU member companies will participate, as special guests;
Maintaining a permanent dialogue with a view to mutual awareness of useful data and necessary information for the implementation and conduct of activities related to the resilience – recovery and reconstruction of Ukraine;
Making available the information necessary to fulfill and carry out the procedures regarding the implementation of various projects related to the reconstruction of Ukraine in which economic agents from Romania will be involved.
Interested companies, which believe that they have the ability and strength necessary to be involved in the reconstruction process, but which do not hold the member status of the Romania-Ukraine Bilateral Chamber of Commerce, can register by using the application for membership.
