Force Majeure for Business in Ukraine: UCCI Certificate & Guide

Force majeure for business in Ukraine: how it works in practice

Force majeure in Ukraine does not work as a "general indulgence" for business. The very fact of war, quarantine, shelling, blockade, or other emergency event does not mean an automatic release from all obligations. The decisive factor is different: whether a specific circumstance was truly extraordinary and unavoidable for your particular obligation, and whether it objectively made its fulfillment impossible within the specified time frame. COVID-19 quarantine as a nationwide regime in Ukraine was canceled from 24:00 on June 30, 2023, therefore, today, referring to "quarantine as a valid general force majeure" by itself is no longer relevant. (Law of Ukraine)

What is considered force majeure

The law defines force majeure circumstances as extraordinary and unavoidable circumstances that objectively make it impossible to fulfill contractual or legal obligations. Article 14-1 of the Law of Ukraine "On Chambers of Commerce and Industry in Ukraine" explicitly names, among others, the threat of war, armed conflict, hostilities, blockade, acts of terrorism, curfew, quarantine, fires, accidents, prolonged interruptions in transport, embargo, export or import ban, as well as epidemics and natural disasters. But even when an event is included in this list, it is necessary to separately prove the causal link between it and the impossibility of fulfilling your specific obligation. (Law of Ukraine)

What force majeure provides to business

Force majeure, as a rule, does not terminate an obligation automatically, but primarily can release from liability for its breach — i.e., from fines, penalties, forfeits, and damages, if the debtor proves that the breach occurred precisely due to an accident or insurmountable force. The Civil Code explicitly states that the lack of funds from the debtor, the lack of goods on the market, or breaches by their counterparties are not in themselves grounds for such a release. (Law of Ukraine)

Therefore, in most business situations, the correct conclusion is: force majeure does not "cancel the debt", but can only remove sanctions for delay or other breach. The obligation itself to perform the contract often remains, unless otherwise follows from the law, the terms of the contract, or the nature of the obligation itself. If performance has become objectively impossible, the obligation may be terminated under Article 607 of the Civil Code; if circumstances have changed so significantly that the parties would not have entered into the contract in advance or would have entered into it differently, the contract may be amended or terminated by agreement of the parties or by a court decision under Article 652 of the Civil Code. (Law of Ukraine)

It is important to note that many older publications refer to the Commercial Code of Ukraine. As of March 12, 2026, the document card on zakon.rada.gov.ua states that this Code became invalid from August 28, 2025. Therefore, when preparing contracts, claims, and legal positions, one should rely primarily on the current norms of the Civil Code, special laws, and current judicial practice. (Law of Ukraine)

When a UCCI certificate is needed and what it means

The Ukrainian Chamber of Commerce and Industry and regional chambers authorized by it certify force majeure circumstances and issue a certificate of such circumstances. The law establishes the period for issuing a certificate — within seven days from the date of application. For small businesses, the certificate itself is issued free of charge. (Law of Ukraine)

A UCCI certificate is a strong piece of evidence, but not an "automatic victory" in a dispute. The Supreme Court emphasizes in its generalizations: the certificate is evaluated in conjunction with other evidence, has no predetermined force, and does not release a party from the obligation to prove that force majeure existed specifically for this concrete obligation, in this particular period, and genuinely made performance impossible. (Judicial Power of Ukraine)

Another practical point: certification is not done "for the business in general", but separately regarding a specific contract, agreement, tax, or other obligation. That is why one certificate does not automatically cover all the company's contracts, all individual entrepreneurs of one person, or all obligations of a single enterprise. (ucci.org.ua)

What documents to prepare for the UCCI

The current Regulation of the UCCI of Ukraine on certifying force majeure circumstances is valid as amended on October 23, 2025. Current application forms, samples of their completion, power of attorney, and auxiliary materials are published on the official UCCI website. This means that documents should be submitted using the current form, and not using old templates from publications of 2020–2022. (Law of Ukraine)

In practice, to consider an application, the following are usually required:

The key for the UCCI is not just to prove that there was a war or other emergency event in the country, but to show the causal chain: what exactly happened, when it started, what obligation was to be fulfilled, why exactly this event made fulfillment impossible, and why the obstacle could not be overcome by reasonable measures. It is exactly this logic that is embedded in the law, the regulations, and in judicial practice. (Law of Ukraine)

How a business should act after a force majeure occurs

1. Check the contract

First of all, you should pull up the contract and see exactly what is written in it regarding force majeure: the notice period, the form of notice, the list of documents, consequences for the parties, the right to defer, suspend, review conditions, or terminate. A contractual condition cannot cancel the basic legal rules on insuperable force, but it is exactly what often determines the procedure of the parties' behavior and whether you will not lose the right to refer to force majeure due to missing the notification deadline. The issue of amending or terminating a contract due to a significant change of circumstances is governed by Article 652 of the Civil Code. (Law of Ukraine)

2. Immediately notify the counterparty

It is better to send the notification immediately after the obstacle arises, and not when a dispute has already emerged. The notice should state: what obligation cannot be fulfilled, what exact event prevents it, from what date, what documents confirm it, what consequences you propose — postponement, schedule change, partial fulfillment, pause, or termination of the contract. This is important both for negotiations and for a future dispute. The court assesses not only the event, but also how in good faith the party acted after its occurrence. (Judicial Power of Ukraine)

3. Record all circumstances with evidence

Evidence may include acts on damage or destruction, letters from carriers, certificates on closing routes or ports, official notifications from authorities, photo and video materials, correspondence with the landlord, supplier, customer, enterprise orders, evidence of downtime, evacuation, mobilization of employees, power outages, lack of access to a warehouse or office. The more precisely the causal link is shown, the stronger the position will be. (Judicial Power of Ukraine)

4. Negotiate amending the contract terms

The least risky way for a business is not to wait for a dispute, but to sign an additional agreement. Depending on the situation, the parties can agree on new delivery or payment terms, changing the delivery route, partial fulfillment, temporary suspension, a different procedure for accepting goods, or early termination. Exactly this approach best protects both assets and business reputation, as well as control over the consequences of a dispute. If an agreement cannot be reached, what remains next is either performance at the risk of the party, or the court. The basis for judicial review of the contract may be a significant change in circumstances under Article 652 of the Civil Code. (Law of Ukraine)

5. Separately evaluate tax obligations

For taxes, a single general statement about force majeure is not enough. The Tax Code contains separate rules regarding liability in case of force majeure, and during the period of martial law, a special procedure applies for confirming the possibility or impossibility of fulfilling tax obligations under subparagraph 69.1 of subsection 10 of section XX of the TCU and the Ministry of Finance Order No. 225. This procedure covers the deadlines for paying taxes and fees, submitting reports, registering tax and excise invoices, submitting electronic documents regarding fuel and alcohol, etc. (Law of Ukraine)

The Tax Code also stipulates that committing an act as a result of force majeure is a circumstance that exempts from financial liability, but in practice, this needs to be confirmed with appropriate evidence and compliance with a special procedure. Therefore, for tax issues, you should not limit yourself only to a UCCI certificate: you also need to check whether the situation falls under the Ministry of Finance order No. 225 and exactly what documents should be submitted to the controlling authority. (Law of Ukraine)

Force majeure and lease

For leasing, Article 762 of the Civil Code is key. It gives the tenant the right to demand a reduction in rent if, due to circumstances for which they are not responsible, the possibility of using the property has significantly decreased. And if the property could not be used at all due to such circumstances, the tenant is released from payment for the entire corresponding time. This is a valid general rule that is applied even today. (Law of Ukraine)

However, an exemption or reduction in payment does not arise automatically just because martial law is in effect in the country or quarantine was once active. It is necessary to prove precisely the impossibility or significant limitation of using specific premises: inaccessibility of the object, prohibition of access, destruction or damage, lack of electricity, disruption of logistics, cessation of a shopping center's operations, curfew in a way that truly makes it impossible to use the premises for their intended purpose. It is best to document this with acts, correspondence, and an additional agreement with the landlord. (Law of Ukraine)

When to go to court

It is advisable to go to court when:

The court does not substitute the UCCI, but it is also not bound by its conclusions. It will check the entire array of evidence: the content of the contract, notification deadlines, actions of the parties, the nature of the obstacle, the presence of alternative ways of fulfillment, the real possibility of overcoming the consequences of the event, and whether the force majeure relates exactly to the disputed obligation. (Judicial Power of Ukraine)

Practical conclusion for an entrepreneur

A brief example from practice

The materials of the Supreme Court for 2025 separately emphasize: a UCCI certificate is not absolute evidence of force majeure. A party must prove not only the very fact of the extraordinary event, but also that it was a force majeure specifically for the particular contract and truly made fulfilling the obligation impossible. It is exactly due to the absence of such a causal link that businesses most often lose disputes, even when the event in general is a force majeure. (Judicial Power of Ukraine)

Official sources

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