Foreign Investment Screening in Ukraine

Ukraine does not have a universal law requiring advance screening of every foreign investment. However, a specific transaction may require clearance from the Antimonopoly Committee of Ukraine, approval from a financial regulator, review of sector-specific restrictions, sanctions risks and aggressor-state rules, as well as compliance with wartime foreign-exchange restrictions.

This article is intended for foreign investors, international companies, private equity funds, in-house legal teams, and M&A advisers considering an acquisition, capital contribution, or joint venture in Ukraine. It explains which regulatory checks already apply and which FDI-screening mechanisms remain at the draft-law stage.

1. Can a foreign investor invest in Ukraine?

2. Is there an FDI screening law in Ukraine?

3. AMCU merger control — when is clearance required?

4. Qualifying-holding approvals — banking and financial services

5. Sanctions and aggressor-state restrictions

6. Sector-specific restrictions

7. UBO disclosure and AML compliance

8. Currency control and profit repatriation

9. What is changing — pending legislation and the advisory commission

10. Pre-investment checklist

Frequently Asked Questions

How DLF Can Help

1. Can a foreign investor invest in Ukraine?

As a general rule, yes. The Law of Ukraine “On Investment Activity” and the Law of Ukraine “On the Regime of Foreign Investment” allow foreign investors to make investments in objects and activities that are not prohibited by law. Foreign investment generally benefits from national treatment unless Ukrainian law or an applicable international treaty provides otherwise.

Ukrainian law does not require a person to register in advance as a “foreign investor” before making an investment. Foreign investments may not be nationalised, while requisition is permitted only in the cases provided by law and subject to compensation. Ukrainian law also provides guarantees in the event of legislative changes. These apply where special Ukrainian legislation on foreign investment changes the investment protection guarantees set out in Section II of the Law of Ukraine “On the Regime of Foreign Investment”. In that case, at the foreign investor’s request, the state investment protection guarantees provided by that Law apply for ten years from the date the relevant changes enter into force.

Foreign investors have the right to repatriate investments, profits, and other lawfully received funds. This right is exercised subject to currency legislation and temporary restrictions of the National Bank of Ukraine (NBU).

State review of investment projects is not a general requirement for private foreign investment. It applies in the cases expressly provided for by the Law of Ukraine “On Investment Activity”, including certain projects involving budget financing, state guarantees, or other forms of state support.

2. Is there an FDI screening law in Ukraine?

Ukraine has no single law in force requiring government screening before every foreign investment. The applicable regulatory requirements depend on the transaction structure, financial indicators, the target’s activities and assets, and the investor’s origin.

The main layers include merger control by the Antimonopoly Committee of Ukraine (AMCU), qualifying-holding approvals in regulated financial institutions, sector-specific restrictions, privatisation and land rules, sanctions, aggressor-state restrictions, ultimate beneficial owner (UBO) disclosure, and AML compliance.

Cabinet of Ministers of Ukraine Resolution “On Establishing the Interdepartmental Commission on Screening of Foreign Direct Investments” No. 97 of 28 January 2026 created a temporary consultative and advisory body. The Commission may analyse foreign direct investments that may affect national security and submit recommendations to the Cabinet of Ministers. Resolution No. 97 itself does not establish a universal investor filing procedure or empower the Commission to issue a binding approval for every foreign investment.

Draft Law No. 14062 “On Screening of Foreign Direct Investments” was registered on 22 September 2025. As of 31 August 2026, the draft law had not been adopted.

3. AMCU merger control — when is clearance required?

The Law of Ukraine “On Protection of Economic Competition” requires prior clearance from the Antimonopoly Committee of Ukraine (AMCU) where a transaction constitutes a concentration and meets the statutory financial thresholds. AMCU merger control is not FDI screening. It applies to domestic and foreign investors under the same rules and does not replace sector-specific approvals.

The current financial thresholds are:

The calculations must follow the statutory rules on groups of control and the composition of concentration participants. Acquisition of control is a typical form of concentration. A concentration also includes, in particular, the direct or indirect acquisition of, or taking under management, shares or other equity interests where this results in reaching or exceeding 25% or 50% of the votes in the undertaking’s highest governing body.

According to the AMCU, review of an accepted application takes up to 30 days, or up to 25 days under the simplified procedure. Completing a concentration before obtaining the required clearance may result in a fine and other AMCU enforcement measures.

4. Qualifying-holding approvals — banking and financial services

Banks — National Bank of Ukraine

The Law of Ukraine “On Banks and Banking Activity” requires prior NBU approval for a person intending to acquire a qualifying holding in a bank or increase it to one of the statutory levels. A qualifying holding includes direct or indirect ownership of 10% or more of the statutory capital or voting rights, as well as the ability to exercise significant influence regardless of formal ownership.

Where a holding is acquired or increased to 10%, 25%, 50%, or 75% or more, the approval procedure under banking legislation and NBU regulations applies. The NBU assesses, among other matters, business reputation, financial standing, sources of funds, and ownership transparency. There is no general prohibition on foreign ownership of Ukrainian banks, but sanctions and other person-specific restrictions must be checked separately.

Non-bank financial sector — NBU and NSSMC

The regulatory model for non-bank financial institutions has changed. The former Law of Ukraine “On Financial Services and State Regulation of Financial Services Markets” No. 2664-III, which is still cited in some older materials, ceased to be in force on 1 January 2024. The current general framework is the Law of Ukraine “On Financial Services and Financial Companies”.

For insurers, payment institutions (including small payment institutions), electronic money institutions, and postal operators providing payment services, the acquisition or increase of a qualifying holding is subject to NBU approval under special rules. For insurers, the relevant requirements are also set by the Law of Ukraine “On Insurance”. For financial companies and pawnshops, a change in a qualifying owner does not by itself trigger the pre-approval model that applied before the reform. The NBU nevertheless continues to supervise ownership transparency and owners’ compliance with applicable requirements.

For professional participants in capital markets and organised commodity markets, qualifying-holding approval falls within the competence of the National Securities and Stock Market Commission (NSSMC) and is governed by the current NSSMC procedure for ownership structure and qualifying-holding approval.

A transaction involving a financial group should therefore begin with classification of each licensed entity and identification of the competent regulator. AMCU merger clearance may be required in parallel.

5. Sanctions and aggressor-state restrictions

The Law of Ukraine “On Sanctions” provides for different types of individual and sectoral sanctions, including asset blocking, restrictions on trade, prevention of capital outflow, suspension of economic and financial obligations, and restrictions on licences and permits. The legal consequences for a particular transaction depend on the sanctions imposed on the relevant person. Inclusion on a sanctions list does not by itself produce the same consequences for every transaction.

During martial law, Cabinet of Ministers of Ukraine Resolution “On Ensuring the Protection of National Interests in Future Claims by the State of Ukraine in Connection with the Military Aggression of the Russian Federation” No. 187 of 3 March 2022 is particularly important. It imposes a moratorium on specified transactions and actions involving persons connected with the Russian Federation, including certain dealings with corporate rights, securities, and real estate. A transaction falling within Resolution No. 187 cannot be treated as an ordinary M&A transaction without a separate legal assessment.

Aggressor-state restrictions also appear in sector-specific laws. For example, the Law of Ukraine “On Privatisation of State and Municipal Property” excludes the aggressor state and certain persons connected with it from the pool of eligible privatisation buyers. The restriction also applies to legal entities whose beneficial owners hold 10% or more of the shares or interests and are residents of the aggressor state.

A connection with Belarus does not automatically trigger every rule expressly tied to the Russian Federation or to the legal concept of an “aggressor state”. Belarus-linked structures require a separate review of current sanctions, sector-specific restrictions, and the specific legal act involved.

Reviewing current NSDC sanctions data and the investor’s control chain should be a separate due diligence step immediately before signing and closing.

6. Sector-specific restrictions

Agricultural land. The Land Code of Ukraine prohibits foreigners, stateless persons, and foreign legal entities from owning agricultural land, subject to the limited inheritance cases provided by law, which require subsequent disposal. Separately, until the relevant decision is approved by a national referendum, foreigners, stateless persons, and legal entities are prohibited from acquiring shares, interests, units, or membership in legal entities that own agricultural land. The statutory exception to this restriction is participation in the capital of banks. An acquisition of corporate rights in a company that owns agricultural land therefore requires a separate review for compliance with these restrictions.

Subsoil. The Subsoil Code of Ukraine does not impose a blanket prohibition on foreign legal entities acting as subsoil users. However, each project requires a review of special-permit requirements, sanctions, aggressor-state restrictions, and the legal status of the relevant subsoil area. Cabinet of Ministers of Ukraine Resolution No. 845 of 14 July 2025 “On Approval of Lists of Minerals and Components of Strategic and Critical Importance and Lists of Subsoil Areas (Mineral Deposits) of Strategic and/or Critical Importance” sets the current lists of strategic and critical minerals and relevant subsoil areas.

Media. The Law of Ukraine “On Media” does not establish a blanket ban on private foreign ownership of all Ukrainian media. It does, however, impose ownership-structure, transparency, and eligibility requirements. Additional requirements apply to specified audiovisual media entities. If their UBO, key participants, or owners of a qualifying holding change, they must apply within 45 working days to amend the Register of the National Council of Television and Radio Broadcasting of Ukraine and submit updated ownership information. This is not the same as universal prior approval of every ownership change.

Privatisation. The Law of Ukraine “On Privatisation of State and Municipal Property” generally allows foreign buyers to participate in privatisation but identifies categories of persons who are ineligible as buyers. These include the aggressor state and certain connected persons, legal entities whose beneficial owners are residents of the aggressor state and hold 10% or more of the shares or interests, persons with non-transparent ownership in the circumstances specified by law, and persons subject to relevant sanctions. Certain state assets are excluded from privatisation altogether.

Defence. State-owned defence-industry enterprises are subject to special rules on management, corporatisation, and privatisation. There is no stand-alone universal FDI approval for acquiring a private defence business; however, depending on the target’s activities, the transaction requires review of sanctions, merger control, the legal status of assets, licensing, and export-control rules. The status of the specific target should be checked before the deal is structured.

Energy. The foreign origin of an investor does not, by itself, create a general requirement to obtain separate approval from the National Energy and Utilities Regulatory Commission (NEURC) for the acquisition of a Ukrainian energy company. For licensed energy businesses, however, the current licence conditions, requirements connected with changes in control or assets, AMCU clearance, sanctions, and the rules of the relevant energy-market segment should be reviewed.

7. UBO disclosure and AML compliance

The Law of Ukraine “On Prevention and Counteraction to Legalisation (Laundering) of Proceeds of Crime, Financing of Terrorism and Financing of Proliferation of Weapons of Mass Destruction” requires Ukrainian legal entities to identify their ultimate beneficial owner and keep ownership-structure information up to date.

A UBO is a natural person exercising decisive influence over a legal entity. Direct ownership of 25% or more of statutory capital or voting rights is an indicator of direct decisive influence. The percentage alone, however, does not replace an assessment of actual control. A nominee or intermediary does not become the UBO merely because of formal ownership.

Founders, participants, and persons exercising decisive influence must notify the legal entity of a change in the UBO or ownership structure within 5 working days. The legal entity must notify the state registrar of the relevant changes within 30 working days and submit supporting documents.

The Law of Ukraine “On State Registration of Legal Entities, Individual Entrepreneurs and Public Associations” defines the information recorded in the Unified State Register (USR), including information on foreign founders and UBOs. After an acquisition, the target should align the USR data with its actual ownership structure and update KYC/AML documents with its servicing bank. Liability for UBO-related breaches is prescribed by law. Its type and extent depend on the specific violation.

8. Currency control and profit repatriation

The Law of Ukraine “On Currency and Currency Operations” provides the general framework for cross-border capital movements and foreign-exchange operations. Foreign investment may be made in forms permitted by law, while return of investments and payment of investment income abroad are generally permitted subject to NBU regulations.

During martial law, NBU Board Resolution No. 18 of 24 February 2022 “On Operation of the Banking System During the Introduction of Martial Law” applies and is amended regularly. As of 31 August 2026, it permits repatriation of dividends accrued for periods beginning on 1 January 2023, subject to the conditions set out in the Resolution. The baseline limit is the equivalent of EUR 1 million per calendar month per issuer. The NBU also operates separate liberalisation mechanisms for specified transactions.

The foreign-exchange aspects of an acquisition should therefore be checked immediately before payment: foreign-currency purchases, dividend payments, capital returns, loan repayments, and other cross-border transfers may be subject to different conditions and documentary requirements.

9. What is changing — pending legislation and the advisory commission

Ukraine has already established an advisory body to analyse foreign direct investments, but no general mandatory FDI-screening procedure is yet in force.

Advisory Commission. The Interdepartmental Commission on Screening of Foreign Direct Investments established by Resolution No. 97 is a temporary consultative and advisory body of the Cabinet of Ministers. It may analyse completed and planned investments, obtain information within its statutory remit, and submit recommendations to the Cabinet. The Resolution does not establish a standard notification form or general filing deadline and does not require “Commission approval” for every foreign transaction.

Investors considering transactions involving strategic, infrastructure, information-related, or other sensitive assets should check the status of Draft Law No. 14062 immediately before signing and again before closing.

10. Pre-investment checklist

Before completing an acquisition of shares or assets in Ukraine, a foreign investor or its legal team should:

1. Sanctions and aggressor-state links: screen the investor, seller, UBOs, and controlling persons against current sanctions data and separately assess whether Resolution No. 187 applies.
2. Sector-specific requirements: identify the target’s principal activities, licences, and assets and check for special restrictions.
3. AMCU merger control: calculate the relevant figures for the parties and their groups of control under the current thresholds; obtain clearance before closing if required.
4. Financial sector: for a bank, insurer, payment institution, or professional capital-market participant, identify the competent regulator and determine whether qualifying-holding approval is required.
5. Media: check ownership-structure requirements and deadlines for updating the Register of the National Council of Television and Radio Broadcasting of Ukraine.
6. UBO update: organise notifications within the ownership chain and update the USR within the statutory deadlines.
7. Agricultural land: determine whether the target owns agricultural land and, if so, review whether the acquisition of its corporate rights is legally permissible.
8. Currency and repatriation: review the current version of NBU Resolution No. 18 and the documents required by the account-servicing bank.
9. Energy, subsoil, and defence: conduct a separate review of licences, special permits, legal status of assets, and sector-specific rules.
10. Draft-law status: before signing and closing, check the current status of Draft Law No. 14062 and any new legislation or regulations on FDI screening.

Frequently Asked Questions

Does Ukraine require government approval before a foreign investor can invest?

Not as a general rule. There is no single approval required for every foreign investment. A particular transaction may nevertheless require AMCU clearance, NBU or NSSMC approval, or compliance with other sector-specific rules. Sanctions, aggressor-state restrictions, and current wartime foreign-exchange rules must also be reviewed.

When does a foreign acquisition require AMCU merger clearance?

Clearance is required where the transaction is a concentration and the parties meet one of the two current statutory financial tests. The first uses the EUR 30 million / EUR 4 million thresholds; the second uses EUR 8 million / EUR 150 million. The detailed conditions are set out in the Law of Ukraine “On Protection of Economic Competition”. Acquisition of control and, in the cases specified by law, reaching or exceeding 25% or 50% of the votes are typical forms of concentration. Clearance must be obtained before closing.

Can a foreign company acquire a Ukrainian bank or insurance company?

Yes, provided no person-specific or other special prohibition applies and the regulator’s requirements are met. A qualifying holding in a bank requires prior NBU approval. The NBU also approves qualifying holdings in insurers, payment institutions (including small payment institutions), electronic money institutions, and postal operators providing payment services. NSSMC procedures apply to professional participants in capital markets. For financial companies and pawnshops, the pre-2024 model of mandatory prior approval for every change in a qualifying holding should not be applied automatically.

Are there sectors where foreign investment is prohibited?

Yes, but the restrictions do not form a single universal list. Agricultural land is the clearest example. Foreigners, stateless persons, and foreign legal entities may not acquire ownership of agricultural land, except in the limited inheritance cases provided by law, which require subsequent disposal. Separately, until the relevant decision is approved by a national referendum, foreigners, stateless persons, and legal entities may not acquire corporate rights in legal entities that own agricultural land, except for participation in the capital of banks. Separate rules apply to privatisation, subsoil, media, defence, and other regulated assets. Sanctions may additionally block a specific transaction.

What UBO obligations arise after an acquisition by a foreign investor?

UBO status is determined by the existence of decisive influence. Direct ownership of 25% or more is one indicator, not the only test. Persons in the ownership chain must notify the company of changes in the UBO or ownership structure within 5 working days. The Ukrainian legal entity must notify the state registrar within 30 working days. The account-servicing bank’s KYC/AML records will normally need to be updated in parallel.

Is Ukraine planning to introduce a general FDI screening law?

Yes. Draft Law No. 14062 is registered with the Verkhovna Rada, but as of 31 August 2026 it has not been adopted and remains under committee consideration. Cabinet Resolution No. 97 has already created an advisory Interdepartmental Commission, but the Resolution itself did not introduce a universal mandatory notification or approval procedure for investors.

How DLF Can Help

DLF attorneys-at-law supports foreign companies and investors at every stage of entering the Ukrainian market and acquiring Ukrainian assets. The support covers choosing the corporate structure, performing legal due diligence on the target, reviewing regulatory approvals, sanctions and UBO structures, obtaining AMCU merger clearance, assessing land and privatisation restrictions, ensuring compliance with foreign-exchange rules, and structuring profit repatriation. Relevant DLF practice areas include Corporate Law / M&A, Antitrust and Competition Law, and Privatization.

Igor Dykunskyy, LL.M., Partner, Attorney, DLF attorneys-at-law

Contacts: +380 44 384 24 54, info@dlf.ua.

This material is intended for general information only. The application of the approaches described depends on the circumstances of the specific situation and requires a separate legal assessment.