Merger Control: Ukraine 2026
Ukraine has a mandatory merger control regime administered by the Antimonopoly Committee of Ukraine (the AMCU). Transactions meeting the applicable jurisdictional thresholds must generally obtain AMCU clearance before closing.
Ukrainian merger control rules can apply not only to transactions involving Ukrainian companies or assets, but also to foreign-to-foreign transactions. In particular, a global transaction may require merger clearance in Ukraine even where the target has limited or no direct presence in the country, depending on the parties’ group-wide financial figures and the structure of the transaction.
This guide provides an overview of the key Ukrainian merger control rules and practical considerations for domestic and cross-border transactions.
SCOPE OF UKRAINIAN MERGER CONTROL
1.1. What transactions constitute a concentration?
The Law of Ukraine “On Protection of Economic Competition” (the Competition Law) identifies the principal categories of transactions that constitute concentrations. The statutory concept is broad and covers, in particular, mergers, acquisitions of control and certain acquisitions of voting rights and management rights.
These include, in particular:
mergers or accessions/absorptions of undertakings that were not previously connected by control relationships;
direct or indirect acquisition of control over an undertaking or part of an undertaking, including through the acquisition or lease of assets, contractual arrangements or other means;
direct or indirect acquisition of shares, interests or other voting rights that provides the possibility of exercising decisive influence, including transactions resulting in the acquisition of 25% or 50% or more of the votes in the highest management body;
certain appointments to management or supervisory bodies resulting in interlocking management structures; and
establishment of a full-function joint venture that will independently conduct business activities on a lasting basis.
The qualification of a transaction for merger-control purposes depends on the rights and control acquired rather than solely on its formal legal structure. Where several legally distinct steps are interdependent or form part of a single transaction, their overall structure and the rights ultimately acquired should be considered for merger-control purposes.
If a transaction constitutes a concentration and the applicable financial thresholds are met, AMCU clearance must generally be obtained before the transaction is implemented.
1.2. What constitutes “control”?
Control is broadly understood as the ability to exercise decisive influence over the business activities of an undertaking. It can arise through ownership of shares or assets, voting rights, contractual arrangements, rights relating to management bodies or other mechanisms.
Ukrainian competition law recognises different forms of control, including:
sole and joint control;
positive and negative control; and
de jure and de facto control.
Importantly, an acquisition of a minority interest may amount to an acquisition of control even where the investor holds significantly less than 50% of the shares.
This may arise, for example, where a minority shareholder obtains rights that, individually or in combination and having regard to the company’s governance structure, enable it to exercise decisive influence over strategic aspects of the target’s activities. Strategic veto or consent rights may be relevant depending on their scope and practical effect. By contrast, ordinary minority shareholder protections designed primarily to safeguard the value of an investment will generally not, on their own, confer control.
Accordingly, merger control analysis of minority investments should consider not only the percentage of shares being acquired but also the governance and veto rights attached to the investment.
1.3. Does the acquisition of a minority shareholding require clearance?
Potentially, yes.
The acquisition of a minority shareholding does not require clearance merely because a particular percentage of shares is acquired. Ukrainian law treats the acquisition of shares, interests or other voting rights as a concentration where they provide the possibility to exercise decisive influence, including in transactions resulting in the attainment or exceeding of 25% or 50% of the votes in the highest management body. These percentages should not be confused with the financial jurisdictional thresholds discussed in Chapter 2.
An acquisition below 25% may also constitute a concentration where the rights acquired confer decisive influence over the target. For minority investments, the analysis should therefore address both the percentage of voting rights acquired and the governance package. Strategic veto rights over matters such as the budget, business plan, major investments or senior management may be particularly relevant, depending on their scope and practical effect, while ordinary protections of a minority investment will generally not, on their own, amount to control.
This issue should be reviewed at term-sheet or shareholders’ agreement stage, as the merger control analysis may turn on rights that are not apparent from the headline equity percentage.
1.4. How are joint ventures treated?
The establishment of a joint venture may constitute a concentration where the joint venture is full-function, meaning that it will independently perform the functions of an autonomous economic undertaking on a lasting basis.
A different analysis applies where the establishment of a joint venture aims at or results in coordination of competitive behaviour between its parents or between the parents and the joint venture. Such arrangements may fall under the Ukrainian rules on concerted practices and may require separate antitrust clearance.
The distinction can be particularly important where the joint venture and its parents operate on the same or related markets.
1.5. Which transactions do not require merger clearance?
Certain transactions are not treated as concentrations under Ukrainian competition law or otherwise fall outside the merger clearance requirement.
These include, subject to the applicable conditions:
qualifying intra-group transactions and reorganisations, provided that the relevant control relationships were established in compliance with Ukrainian merger control rules;
certain temporary acquisitions of shares by financial institutions for subsequent resale, provided that the acquirer does not exercise the relevant voting rights during the holding period;
certain acquisitions by banks or other financial institutions in connection with restructuring or enforcement of collateral; and
acquisitions of control in certain insolvency or public-authority situations.
Whether an exemption applies should be assessed against the particular transaction structure. An internal group restructuring, for example, should not automatically be assumed to be exempt if the underlying control relationships were established without obtaining a required Ukrainian merger clearance.
JURISDICTIONAL THRESHOLDS
2.1. When is merger clearance required in Ukraine?
A concentration requires prior AMCU clearance if either of the following jurisdictional thresholds is met.
Threshold 1
the combined worldwide assets or turnover of all parties to the concentration exceed EUR 30 million; and
the assets or turnover in Ukraine of each of at least two parties exceed EUR 4 million.
Threshold 2
the assets or turnover in Ukraine of at least one party exceed EUR 8 million; and
the worldwide turnover of at least one other party exceeds EUR 150 million.
The thresholds apply irrespective of the parties’ market shares. Ukraine does not have a separate market-share jurisdictional threshold.
Meeting the financial thresholds does not in itself mean that a transaction raises competition concerns. It determines whether prior notification to the AMCU is required.
2.2. Who are the relevant parties for calculating the thresholds?
The relevant parties are determined by the type and structure of the concentration and are not necessarily limited to the legal entities signing the transaction documents.
As a general rule, the financial indicators of each party are calculated together with the undertakings connected to it through control relationships. In an acquisition, this normally requires identifying the relevant buyer group and the business or undertaking over which control is being acquired. For joint ventures and more complex structures, the control perimeter and the identity of the relevant participants should be analysed separately.
This means that the first practical step is usually to map the relevant groups and control relationships before collecting turnover and asset figures. Using only the standalone figures of the acquisition vehicle or the immediate target can produce an incorrect jurisdictional result.
2.3. How are the financial thresholds calculated?
Determining whether the thresholds are met can be more complex than comparing the figures of the immediate buyer and target.
As a general rule, assets and turnover are calculated on a group-wide basis. The relevant figures therefore include undertakings connected to a party through control relationships.
The calculation is based on the financial year preceding the year in which the concentration takes place. Foreign-currency figures are converted into euros in accordance with the applicable Ukrainian rules.
Special calculation rules apply to certain financial institutions, including banks and insurance companies.
The composition of the relevant group must also be considered carefully. Acquisitions and disposals occurring during the relevant period may affect the calculation. Specific rules apply to the treatment of the seller’s group in an acquisition and to joint ventures.
In addition, certain transactions between the same groups affecting the same or adjacent markets within a two-year period may be treated as a single concentration for jurisdictional purposes.
For international transactions, it is therefore advisable to carry out the Ukrainian threshold analysis at an early stage rather than relying only on the financial figures of the entities directly named in the transaction documents.
2.4. Can the seller’s financial figures be excluded?
In certain acquisitions, yes. Ukrainian law allows the financial indicators of undertakings and parts of undertakings whose control relationships with the target cease as a result of the transaction to be excluded from the threshold calculation, provided that the statutory conditions are satisfied.
In broad terms, the carve-out may apply where the business over which control is being acquired, together with the entities it controls, does not directly or indirectly have assets in Ukraine and has not carried out economic activity in Ukraine during the current financial year and the two preceding financial years, and the relevant control relationships with the seller cease as a result of the transaction.
The conditions should be assessed cumulatively and carefully against the particular transaction perimeter. Where available, however, the seller carve-out can materially change the Ukrainian filing analysis in international transactions.
2.5. Do Ukrainian merger control rules apply to foreign-to-foreign transactions?
Yes.
Foreign-to-foreign transactions may require AMCU clearance if the Ukrainian jurisdictional thresholds are met.
Ukraine does not apply a general local nexus or effects test that automatically removes a foreign transaction from the merger control regime merely because the transaction itself has little connection with Ukraine.
As a result, transactions between foreign groups can potentially trigger a Ukrainian filing even where:
the target is incorporated outside Ukraine;
the transaction is negotiated and completed outside Ukraine;
no Ukrainian company or asset is being directly acquired; or
the target has no material Ukrainian operations.
The parties’ group-wide Ukrainian and worldwide financial figures therefore need to be considered in cross-border transactions.
This is one of the principal reasons why Ukrainian merger control should be included in the jurisdictional analysis of multi-jurisdictional M&A transactions at an early stage.
NOTIFICATION AND REVIEW PROCEDURE
3.1. Can the transaction be signed before AMCU clearance?
Yes. Ukrainian merger control rules generally distinguish between signing a transaction and implementing it.
The parties may normally sign transaction documents before receiving AMCU clearance, provided that a notifiable concentration is not implemented before clearance. In practice, the transaction agreement would usually make AMCU clearance a condition precedent to closing where a Ukrainian filing is required.
Care is nevertheless required where contractual provisions could give the buyer decisive influence over the target before closing. Signing should not become a mechanism for transferring control or otherwise implementing the concentration prematurely.
3.2. When should a transaction be notified?
There is generally no fixed statutory notification deadline calculated from signing.
The key requirement is that a notifiable concentration must not be implemented before AMCU clearance has been obtained.
Accordingly, where Ukrainian merger clearance is required, transaction documents would normally make AMCU clearance a condition precedent to closing.
A final signed transaction agreement is not necessarily required before a filing can be made. Depending on the circumstances, a sufficiently developed draft agreement, letter of intent, memorandum of understanding or other document demonstrating the parties’ genuine intention and describing the proposed transaction may provide a basis for notification.
This may allow the Ukrainian filing process to begin before signing or shortly thereafter and should be considered when planning the transaction timetable.
Special rules apply to acquisitions conducted through auctions, tenders or similar competitive procedures.
3.3. What does an AMCU merger filing involve?
A merger notification is submitted to the AMCU in Ukrainian.
The precise scope of the information and supporting documentation depends on the transaction and on whether the standard or simplified review procedure applies.
A filing will normally include information on:
the parties and their corporate groups;
the transaction structure and contemplated changes in control;
the parties’ worldwide and Ukrainian assets and turnover;
their business activities in Ukraine;
relevant product and geographic markets and, where applicable, market shares and competitors;
the transaction documents;
the parties’ ownership and control structures before and after closing; and
the source of financing for the transaction.
Foreign corporate documents and powers of attorney may require notarisation, apostille or legalisation, as applicable, and Ukrainian translations.
The filing fee is currently UAH 42,500 per notifiable concentration. A transaction consisting of several legally distinct concentrations may therefore require more than one filing and more than one filing fee.
Commercially sensitive information can be identified as confidential, subject to the applicable AMCU requirements.
3.4. Who files the notification?
Filing is generally a joint obligation of the participants in the concentration. The relevant participants depend on the type of concentration.
The persons required to participate in the filing depend on the type of concentration and are determined by the statutory concept of participants in the concentration. In an acquisition of control, the participants generally include the acquirer and the undertaking over which control is being acquired; in an asset transaction, the relevant participants include the purchaser and the undertaking whose assets are being acquired. In a joint venture, the relevant founding undertakings are the participants.
The parties may appoint Ukrainian counsel to prepare and submit the notification and communicate with the AMCU. In cross-border transactions, this usually requires early coordination between transaction counsel, the parties and local competition counsel to collect group information, financial figures, market data and the necessary corporate documents.
3.5. How long does AMCU merger clearance take?
For a standard filing, the review process normally consists of two initial stages.
Initial acceptance period (up to 15 calendar days): Following submission, the AMCU has 15 calendar days to determine whether the application and supporting documents meet applicable legal requirements. If the application is not returned within this timeframe, it is deemed accepted for consideration. If returned, the parties must correct any deficiencies and resubmit.
Phase I review (up to 30 calendar days): Once accepted, the AMCU conducts its substantive Phase I review.
Accordingly, an uncomplicated transaction under the standard procedure is generally expected to receive clearance within up to 45 calendar days from filing.
If the AMCU identifies potential grounds for prohibiting the concentration, or if complex competitive assessments are required, it may open an in-depth Phase II investigation. Phase II may last up to three months from the date on which the AMCU receives all information requested for its investigation. Additional information requests, required documents, or expert opinions may extend this review period. A complex transaction should therefore allow substantially more time in the overall transaction timetable.
If the AMCU does not adopt a decision within the applicable statutory review period, clearance is deemed to have been granted by tacit consent, although in practice the AMCU normally issues a formal clearance decision.
Typical timetable for an AMCU filing:
Simplified procedure: Up to 25 calendar days from filing, where statutory conditions are met.
Standard procedure: Filing → up to 15 calendar days for initial acceptance → up to 30 calendar days for Phase I review → clearance → closing (totalling up to 45 calendar days).
Competition concerns (Phase II): Up to three months from the receipt of all requested information, which should be carefully reflected in the transaction timetable and long-stop date.
3.6. Is a simplified review procedure available?
Yes.
Certain transactions that are unlikely to raise competition concerns may qualify for a simplified review procedure.
The simplified procedure is available, in particular, where:
only one party to the concentration is active in Ukraine; or
the parties’ combined market share does not exceed 15% on the relevant market, and their individual or combined shares do not exceed 20% on upstream or downstream markets.
A simplified filing requires a reduced set of information and is reviewed within 25 calendar days from filing.
Whether a transaction qualifies for simplified review should be assessed before notification, particularly in foreign-to-foreign transactions with limited Ukrainian activities.
3.7. Can the parties consult the AMCU before or during the filing?
The parties may request formal preliminary conclusions from the AMCU on whether a concentration requires clearance and on the prospects of obtaining clearance. The statutory period for issuing preliminary conclusions is one month. Such conclusions do not replace a formal clearance application where clearance is required.
In addition, informal interaction with the AMCU may be possible in complex or unusual transactions, including before submission of the formal notification. Such interaction can be useful for discussing filing requirements, transaction structure or particular competition issues and for reducing the risk of a filing being returned as incomplete.
The availability and scope of informal discussions depend on the circumstances of the particular case and the AMCU’s willingness to engage.
SUBSTANTIVE ASSESSMENT AND REMEDIES
4.1. How does the AMCU assess a concentration?
The AMCU will clear a concentration if it does not lead to monopolisation or a substantial restriction of competition in Ukraine or a significant part of the relevant market.
In transactions involving horizontal overlaps or vertical relationships, the AMCU may consider, among other matters:
the parties’ market positions and market shares;
the structure and concentration of the relevant markets;
competitive constraints from existing and potential competitors;
barriers to entry and expansion;
the likelihood of coordinated or non-coordinated effects;
access to customers, inputs and distribution channels; and
potential foreclosure effects in vertically or otherwise related markets.
Most transactions that meet the filing thresholds do not raise substantive competition concerns and are cleared in Phase I. More complex transactions may require an in-depth Phase II investigation.
4.2. Can the AMCU approve a transaction subject to remedies?
Yes.
Where the AMCU identifies competition concerns, the parties may offer commitments designed to eliminate or mitigate the potential negative impact of the concentration.
Remedies can be structural, such as divestment of assets or interests, or behavioural, such as supply, access, non-discrimination or reporting commitments.
If the AMCU identifies grounds for prohibition during an in-depth review, the parties are given an opportunity to propose remedies. The AMCU may also seek views from customers, competitors or other market participants when assessing whether proposed commitments adequately address its concerns.
The nature and duration of remedies depend on the competition issues identified in the particular transaction.
STANDSTILL OBLIGATION AND ENFORCEMENT
5.1. Can a transaction close before AMCU clearance?
No.
Ukraine applies a suspensive merger control regime. A concentration requiring clearance must not be implemented before approval is obtained.
This requirement can be particularly important in global transactions. The fact that the transaction is closing outside Ukraine does not in itself remove the Ukrainian standstill obligation.
Similarly, simply carving the Ukrainian business out of a global closing does not necessarily eliminate merger control risk. Any proposed hold-separate, ring-fencing or similar arrangement should therefore be analysed carefully before implementation.
Parties to multi-jurisdictional transactions should identify the Ukrainian filing requirement early enough to align the AMCU timetable with the anticipated global closing date.
5.2. What can the parties do between signing and clearance?
The parties may continue preparing for closing, but they should remain independent until the concentration has been cleared and implemented.
Interim covenants designed to preserve the value of the target are common, but they should not give the buyer the ability to exercise decisive influence over the target’s ordinary-course commercial decisions before clearance. Particular care is advisable where consent rights extend to pricing, customers, suppliers, budgets, investments, hiring or other operational matters.
Where the parties are actual or potential competitors, pre-closing information exchange also requires attention. Access to competitively sensitive information should be limited to what is genuinely necessary for due diligence, integration planning or closing, with clean-team or similar safeguards considered where appropriate.
The practical question is whether the arrangements protect the transaction pending closing or, instead, allow the buyer to exercise control prematurely. The latter may create gun-jumping risk.
5.3. What are the consequences of implementing a concentration without clearance?
Implementation of a notifiable concentration without prior AMCU approval constitutes a violation of Ukrainian competition law, commonly referred to as gun-jumping.
The statutory maximum fine can reach 5% of the undertaking’s income (revenue) from sales for the financial year preceding the year in which the fine is imposed.
Actual fines are determined under the applicable methodology and depend on the circumstances of the infringement, including its effect on competition and applicable aggravating or mitigating factors.
Obtaining clearance after closing does not eliminate liability for having implemented the transaction without prior approval.
Gun-jumping remains an active area of AMCU enforcement. In 2025, for example, the AMCU imposed aggregate fines of approximately UAH 39 million on TB Fruit Capital in connection with four acquisitions implemented without the required prior clearances.
Beyond financial penalties, an infringement may create additional transaction and enforcement risks, including potential challenges to the transaction and closer regulatory scrutiny.
SANCTIONS AND MARTIAL LAW
6.1. Do Ukrainian sanctions affect merger clearance?
Yes.
Sanctions screening has become an important part of Ukrainian merger control analysis.
The AMCU cannot authorise a concentration where its implementation is prohibited by sanctions imposed under Ukrainian law. Depending on the circumstances, sanctions affecting a transaction party or relevant persons within its ownership or control structure may prevent the AMCU from accepting or continuing to consider a merger notification.
Merger filings must therefore address relevant Ukrainian sanctions issues.
For cross-border transactions, sanctions analysis should be carried out early, alongside the jurisdictional merger control assessment, particularly where the parties have complex ownership structures or historical links to sanctioned persons or jurisdictions.
6.2. Are there special merger control rules during martial law?
The general Ukrainian merger control regime continues to operate during martial law, and the AMCU continues to review and clear transactions.
At the same time, legislation introduced in response to Russia’s full-scale invasion provides specific exemptions for certain categories of transactions.
These include, subject to detailed statutory conditions, certain concentrations carried out outside Ukraine for the development or production of military and dual-use goods and technologies intended to strengthen Ukraine’s defence capabilities.
Special rules also apply to certain transactions involving energy and utilities and to transactions arising from compulsory seizure of property belonging to the Russian Federation or its residents.
These exemptions are narrowly framed. Parties should therefore confirm that all statutory conditions are satisfied before relying on them.
FOREIGN INVESTMENT AND OTHER REGULATORY CONSIDERATIONS
7.1. Does Ukraine have a separate foreign investment screening regime?
Ukraine currently does not operate a general foreign direct investment screening regime comparable to those existing in a number of EU Member States, nor a separate foreign subsidies notification regime applicable generally to M&A transactions.
Foreign investments may nevertheless be subject to sector-specific restrictions, sanctions and other regulatory requirements independently of merger control.
Draft legislation introducing a foreign direct investment screening regime is currently under consideration by the Ukrainian Parliament. Accordingly, this area should be checked separately for transactions involving strategic sectors or assets.
PRACTICAL CONSIDERATIONS FOR INTERNATIONAL TRANSACTIONS
8.1. Common merger-control traps in cross-border transactions
Several recurring issues can cause a Ukrainian filing requirement to be overlooked or identified too late:
assuming that no Ukrainian target or assets means that no Ukrainian filing is required;
looking only at the immediate buyer and target rather than the relevant groups and control relationships;
assuming that a minority acquisition cannot trigger merger control;
overlooking that one transaction structure may contain more than one notifiable concentration;
failing to build sufficient AMCU review time into the signing-to-closing timetable and long-stop date; and
assuming that a Ukrainian carve-out, hold-separate arrangement or delayed local implementation automatically resolves the Ukrainian standstill issue.
These points are particularly relevant in multi-jurisdictional transactions, where the Ukrainian analysis may otherwise be treated as a late-stage local formality.
8.2. Practical checklist
For a transaction with a potential Ukrainian nexus, merger control should be considered early in the deal process.
In particular, the parties should determine:
Does the transaction constitute a concentration under Ukrainian law?
Which entities belong to the relevant groups for jurisdictional threshold purposes?
Can the seller’s financial figures be excluded under the statutory carve-out?
Do the parties meet either of the Ukrainian financial thresholds?
Could minority rights, vetoes or governance arrangements amount to sole or joint control?
Is Ukrainian clearance required even though the transaction is foreign-to-foreign?
Does the transaction involve a full-function joint venture or potentially require separate concerted-practices clearance?
Can the transaction qualify for the simplified review procedure?
Has sufficient time been built into the signing-to-closing timetable and long-stop date for the 15-day acceptance period, substantive review and any possible Phase II investigation?
Do the transaction documents and interim covenants avoid premature implementation or transfer of decisive influence?
Are Ukrainian sanctions or any special wartime rules relevant?
Does the transaction involve substantive overlaps that may require a more detailed competition analysis or remedies?
Could the transaction involve more than one concentration requiring separate notification and/or filing fee?
Are formal preliminary conclusions from the AMCU advisable before filing?
Are there sector-specific regulatory approvals or restrictions in addition to merger clearance?
Early assessment is particularly important for multi-jurisdictional transactions. Ukrainian merger control can be triggered by group-wide financial figures even where the transaction has a limited direct connection with Ukraine, while a notifiable transaction cannot be implemented before AMCU clearance has been obtained.
This publication reflects regulatory conditions and factual information as of October 2026. The information contained herein is subject to change and may become outdated due to subsequent legal or market developments. No representation or warranty, express or implied, is made as to its ongoing completeness or accuracy.
Download PDF here.
This publication should not be construed as legal advice or legal opinion on any facts or circumstances. If you have any questions or require specific advice on any matter discussed here, please contact one of the following or your usual NOBLES contact:
Oleksandr Aleksyeyenko (Partner)
Comments