On July 31, 2025, the Verkhovna Rada of Ukraine adopted Law of Ukraine No. 4564-IX, which amended the Law of Ukraine "On Limited Liability Companies and Additional Liability Companies" regarding the legal regime of additional capital of LLCs in companies (LLCs in Ukraine). The relevant amendments entered into force on 27 August 2025.
The introduced legal mechanism of additional capital of LLCs has long been a common practice in many jurisdictions and allows for more flexible regulation of financial and corporate relations between the participants (shareholders) of companies. Now the legislation of Ukraine 2025 is actually in line with international corporate governance standards.
Summary of innovations of additional capital of LLC
- The charter of an LLC may provide for the creation of additional capital of the LLC at the expense of contributions of participants;
- The making of such additional contributions does not affect the amount of the authorized capital and the nominal value of the participants' shares;
- The procedure, amount and conditions of the contribution are determined by the decision of the general meeting of participants;
- Additional contributions can be both monetary and property.
Significantly, the parties have the right to determine in the charter or corporate agreement the procedure for using such additional contributions, as well as the conditions for their possible return.
Why is additional capital of LLC important for the corporate law of Ukraine 2025?
The adopted changes are a significant step in the development of corporate relations in Ukraine and the harmonization of the corporate law of Ukraine 2025 with international practices. They allow:
- to structure partnership and investment relations within the company more flexibly;
- to attract investments in Ukrainian business without the need to create foreign holding structures, at the level of which business owners often regulate their relations;
- to regulate the issue of attracting foreign investments in LLCs under the clear rules of the Ukrainian law 2025.
Similar mechanisms have long been used in international practice. For example, in such popular for Ukrainian businessmen UK and Cyprus, it is common to issue shares at a share premium, when investors contribute funds above the nominal value of shares without affecting the proportions between existing shareholders, which makes attracting investment clear and predictable.
Potential and directions of development of attracting investments in LLCs in Ukraine 2025
The mechanism of additional contributions to the capital of LLCs in Ukraine can become an effective tool for attracting foreign investments in LLCs, including from foreign investors. It simplifies procedures, avoiding complex legal schemes and possible conflicts between participants, while providing flexible contractual regulation opportunities.
At the same time, there are still aspects that need further improvement:
- currently, only the company's participants can make additional contributions. It would be advisable to grant such a right to third parties - investors who would simultaneously receive the status of LLC members. This would allow attracting investments in LLC Ukraine 2025 without diluting shares and without complicated legal schemes;
- although the very nature of additional contributions makes it possible to apply to them the provisions of the legislation providing for tax exemption, it is worthwhile to directly enshrine the tax neutrality of additional contributions to the authorized capital of LLC at the level of the law.
Benefits of additional capital for business and investors
The implementation of additional contributions to the capital of LLCs in Ukraine is not only a new technical tool, but also a mechanism capable of significantly transforming approaches to investing in Ukrainian business and building partnerships.
For companies, this means:
- the ability to quickly attract investment in LLC Ukraine 2025 without the need for a formal increase in authorised capital;
- preservation of the corporate structure - the shares of participants are not ‘diluted’, the balance of control does not change;
- flexibility in the use of contributed funds or property - from business development to covering operational needs.
For partners and participants:
- a tool for fair distribution of investment burdens among participants without changing their corporate rights;
- each participant can invest in business development in proportion to their capabilities without changing the overall management system of the company;
- freedom to determine the procedure for contributing and using additional capital of the LLC in the charter or corporate agreement.
For foreign investors:
- the opportunity to invest in Ukrainian business without creating complex holding structures;
- investments can be formalised without the risk of ambiguous interpretation or lengthy procedures for changing the authorised capital;
- use of familiar international mechanisms (share premium in the UK, Cyprus);
- an additional level of legal predictability, which simplifies the attraction of foreign investment in LLCs.
The new rules create conditions under which Ukrainian companies gain greater financial freedom, partners receive tools for transparent and fair regulation of cooperation, and foreign investors receive convenient and familiar investment mechanisms without unnecessary obstacles. This combination could be a catalyst for more active investment in Ukrainian business in the coming years.
How to attract investment in LLC Ukraine 2025 in practice?
To understand the real value of the benefits of additional capital, let's look at a few typical situations in which the possibility of making additional contributions opens up new horizons for Ukrainian business:
Investing in a startup
The founding team is actively developing the business and managing the project on a daily basis. To scale up, they attract an investor willing to provide the necessary funding. Using the additional capital mechanism of an LLC allows you to fix the agreement: the investor makes a contribution to the company, but the corporate rights of the founders remain unchanged.
This makes it possible to maintain a balance of control, avoid "dilution" of shares, and at the same time ensure transparent rules for the use of funds raised. All details - from the financing procedure to the terms of repayment - can be regulated in the corporate agreement, which guarantees the protection of the interests of both the investor and the founders.
Investor attraction through the additional capital mechanism
When an existing business attracts an investor, the parties can agree on the exact proportion of ownership of the company without disturbing the balance of power between the existing partners beyond the agreed level. The additional capital mechanism of an LLC allows an investor to contribute funding and receive a certain share in the company's ownership without the use of complex and cumbersome legal schemes. Part of the funds can be used as a contribution that increases the authorized capital, and the other part as a contribution to the additional capital of the LLC, which does not affect the distribution of shares.
This ensures transparency of arrangements, flexibility in the financing structure and clear rules of the game for both Ukrainian partners and foreign investors, as the mechanism resembles the practice of share premium in the UK.
Family business
In a small family business, one of the participants is ready to finance the expansion of production, but does not want to change the proportions of ownership in order not to disturb the balance of interests between family members.
An additional contribution allows you to contribute funds or property (e.g., equipment) without formally increasing the authorized capital, while keeping the voting rights and shares of all participants unchanged.
How we can help with additional capital of LLC
The introduction of the LLC additional capital mechanism is an important step in the modernization of Ukrainian corporate law 2025, which opens up the benefits of additional capital for business financing and development. It opens up new opportunities for partners and investors, allows them to build relationships on clear and flexible rules, harmonizes the legislation of Ukraine 2025 with the best international practices and creates additional incentives for investing in Ukrainian business.
Maira Consult experts are ready to provide comprehensive support in corporate structuring, drafting charters and corporate agreements, as well as advice on the practical application of the new rules on additional capital of LLCs.
