Ukraine's New Civil Code and Trademark Law

Ukraine currently is undergoing its most significant legal reform in three decades. The Verkhovna Rada has adopted in first reading the draft of a new Civil Code the Code of Private Law (No. 15150) and is preparing to adopt a new law on trademarks. Ukraine's Ministry of Economy has submitted for public consultation the draft Law of Ukraine "On Trademarks," which is intended to replace the current Law "On Protection of Rights to Marks for Goods and Services" and bring the legal protection of brands closer to the European model. 

The primary objective of the draft law is to implement Directive (EU) 2015/2436 and ensure compliance with Regulation (EU) 2017/1001 on the European Union trademark, which is one of Ukraine's obligations within the negotiation process for EU accession. Both legal acts pivot Ukraine's legal system toward European standards. 

Transition to the European Model

The explanatory note to the draft law acknowledges that current Ukrainian legislation only partially corresponds to European Union law. During the screening process, the European Commission drew attention to the need to expand the list of grounds for refusal of registration, to establish administrative procedures for declaring a registration invalid and for revoking it, and to comprehensively review the entire trademark protection system. This is precisely why the authors of the draft law abandoned piecemeal amendments to the existing Law and proposed a new legislative act instead.

The New Civil Code

The recent amendments to the Civil Code of Ukraine are broad in scope, affecting fundamental principles of civil law, contractual relations, liability, remedies, and intellectual property. Among other things, the new Civil Code introduces good morals (dobroobychnist) as a cross-cutting principle that may affect the validity of contracts, establishes pre-contractual liability with a presumption of fault for unjustified termination of negotiations. The amendments also introduce an out-of-court mechanism for challenging contracts concluded under pressure or deception, regulate alternative and facultative obligations. 

Against this broader reform, a separate but particularly important development for businesses concerns intellectual property rights. Law No. 4671-IX, which entered into force on 1 February 2026, amended the Civil Code provisions governing intellectual property rights, including rights to objects created in the course of employment or military service. 

At a conceptual level, the amendments appear to move the Civil Code away from treating intellectual property rights through the traditional framework of property rights and towards a more precise distinction between the different types of rights and the persons entitled to exercise them. The removal of part two of Article 190 eliminates the previous classification of property rights as intangible things. At the same time, the revised Article 421 expressly recognises that intellectual property rights may belong not only to the creator but also to other persons on the basis of law or contract. This provides a more flexible framework for situations in which the creator and the economic beneficiary of IP rights are different persons something particularly common in employment, commissioned development, and corporate R&D.

The most consequential changes concern employee-created IP. The revised Article 429 establishes a clearer distinction between personal non-property rights and property rights. The employee or servicemember who creates an object remains the primary holder of personal non-property rights, while property rights may be allocated between the creator and the employer depending on the applicable statutory or contractual rules. This represents an important shift in the contractual risk allocation: ownership of employee-created IP can no longer simply be treated as an issue that is resolved by the existence of an employment relationship itself.

The amendments to Article 440 add another important element by regulating when property rights to a work created in the course of employment are transferred. Read together with Article 429, the new provisions make the contractual arrangements surrounding employee-created IP particularly important. Rather than relying on general assumptions about employer ownership, businesses will need to consider expressly how rights are allocated, exercised, transferred, and, where relevant, further assigned or licensed.

This may have practical consequences for the structure of employment and IP agreements. Companies that develop software, conduct R&D, create designs, produce technical documentation, or otherwise rely on IP generated by employees should review whether their existing contracts adequately address ownership and exploitation of such rights. This is particularly relevant where Ukrainian employees contribute to projects operated by an international group: the company may need to ensure that the Ukrainian-law position is consistent with the intended ownership structure at the group level and that there are no gaps in the chain of title.

The New Law of Trademarks

Ukraine is preparing a comprehensive reform of its trademark legislation. On 15 July 2026, the Ministry of Economy and Environment of Ukraine published a new draft Law “On Trademarks” for public consultation, together with related draft amendments to the Civil Code and legislation governing administrative, criminal and criminal-procedure matters. The package is intended to bring Ukraine’s trademark framework closer to EU law, including Directive (EU) 2015/2436 and Regulation (EU) 2017/1001 on the European Union trademark. 

New Types of Trademarks

One of the most visible changes concerns the range of signs that may qualify for trademark protection. The proposed framework expressly accommodates not only traditional word, figurative and combined marks, but also a broader range of non-traditional trademarks. These include sound, position, pattern, motion, multimedia and holographic marks, as well as colours or combinations of colours without contours, provided that the sign can be represented in the Register in a manner that allows the scope of protection to be determined clearly and precisely. 

This reflects the evolution of trademark law in the EU, where trademark protection is no longer limited to conventional visual signs. For businesses, the practical significance is considerable. Brand identity increasingly extends beyond a name or logo to include sounds, animations, packaging elements, colours and other distinctive features. The proposed framework would provide greater scope to protect these elements as independent intellectual property assets.

Expanded Absolute Grounds for Refusal

The draft introduces a more structured distinction between absolute grounds for refusal or invalidity and relative grounds for cancellation or invalidity. Absolute grounds concern the inherent characteristics of the sign itself. They include, among other things, lack of distinctive character, descriptive or generic signs, signs that have become customary in the language or in bona fide and established trade practices, misleading signs, and signs contrary to public policy or accepted principles of morality. 

The proposed Ukrainian framework also addresses conflicts with other protected designations and interests, including geographical indications and certain protected names and symbols. At the same time, the European approach recognises that a sign which initially lacks distinctive character may acquire distinctiveness through use. This concept is particularly important for businesses whose brands have acquired market recognition despite having initially descriptive or otherwise weak characteristics. For European businesses entering Ukraine, this means that trademark clearance may need to go beyond a conventional search for identical or similar registered marks. Companies should also consider whether the proposed mark could face objections based on its descriptive character, geographical associations, misleading elements, protected designations or other absolute grounds.

The “Use It or Lose It” Principle

The proposed reform also reinforces the importance of genuine use of a trademark. The five-year non-use period is already an important feature of Ukrainian trademark law. Under the current framework, a trademark that has not been used in Ukraine for five consecutive years, without valid reasons, may be subject to early termination at the request of another person. Ukrainian courts have continued to apply this principle in recent cases. 

The proposed system would bring the Ukrainian framework even closer to the European model, where genuine use of a trademark is central to maintaining exclusive rights. EU law similarly provides for cancellation where a trademark has not been put to genuine use for five consecutive years without proper justification. For companies with large international trademark portfolios, this may have practical consequences. Businesses frequently register marks well before entering a particular market or maintain extensive portfolios covering potential future products and services. Under a stronger “use it or lose it” approach, however, registrations cannot simply function as indefinite reservations of signs. Companies should therefore consider:

• whether registered marks are actually being used in Ukraine;
• whether the use corresponds to the goods and services covered by the registration;
• whether evidence of use is properly documented;
• whether licences and other arrangements allow the use of the mark to be attributed to the trademark owner; and
• whether registrations covering unused goods or services should be reviewed.

Regional Exhaustion of Trademark Rights

One of the potentially most significant changes for international businesses is the proposed introduction of a regional exhaustion regime for trademark rights.

The concept of exhaustion determines how far a trademark owner can control a product after that product has been lawfully placed on the market. This distinction is particularly important for companies operating international distribution networks.
Under a national exhaustion regime, trademark rights are generally exhausted only when goods are first placed on the market within the country concerned. The trademark owner may therefore retain greater control over products initially sold in another country and subsequently imported into the domestic market. Under an international exhaustion regime, the first lawful sale of a product anywhere in the world may exhaust the relevant trademark rights, making it more difficult for the trademark owner to prevent parallel imports. A regional exhaustion regime occupies an intermediate position. Rights are exhausted when the goods are first lawfully placed on the market within the relevant regional economic area, while goods first marketed outside that area may remain subject to the trademark owner's control when imported into the region.

This is broadly the model applied within the European Economic Area. Once a trademarked product has been lawfully placed on the EEA market by the trademark owner or with its consent, the owner generally cannot use trademark law to prevent the subsequent circulation of that particular product within the EEA. However, the situation is different where the product was first placed on the market outside the EEA. In that case, the trademark owner may generally rely on its trademark rights to oppose its importation into the EEA, subject to the applicable legal exceptions.

Conclusion

The proposed adoption of the new Law “On Trademarks” together with the related amendments to the Civil Code of Ukraine would represent a significant stage in the modernisation of Ukraine’s intellectual property framework.
The reform should be viewed as part of a broader process of alignment with EU intellectual property law rather than as a purely technical revision of the existing trademark registration system.

Dario Gorji Varnosfaderani 
Elizaveta Cherepanova
de Capoa Law Firm