Additional capital in LLCs: new opportunities for businesses and foreign investors

Since the end of August 2025, it has become easier for LLCs in Ukraine to raise additional capital without increasing their authorized capital or changing the shares of their participants. This simplifies financing, allows for effective asset management, and opens up new opportunities for foreign investors. Learn how to apply the new rules for business development and investment

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Ukrainian legislation has taken an important step towards greater flexibility in corporate governance and attracting investment by formally regulating the mechanism for additional capital in limited liability companies (LLCs) and additional liability companies (ALCs). This was made possible by the adoption of Law of Ukraine No. 4564-IX, which amended Article 12 of the Law “On Limited and Additional Liability Companies.” The provisions came into force on August 27, 2025.

In fact, Law No. 4564-IX legitimizes a mechanism that businesses had previously tried to apply in practice but which required complex legal justifications.

Foreign investment in LLCs: what the new law changes for additional capital

Key innovations

1. Legal right to create additional capital

The company's charter may now directly provide for the possibility of forming additional capital through contributions from its participants.

2. Immutability of shares and authorized capital

The most important innovation is that additional contributions do not affect the nominal value of the participants' shares and do not change the size of the authorized capital. This significantly distinguishes the new mechanism from the traditional increase in authorized capital.

3. Determination of the size and form of contributions

The size of such a contribution is approved by a decision of the general meeting. The contribution may be in the form of money or other property (unless otherwise prohibited by law).

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Why is this important for business?

The regulation of additional capital opens up new opportunities for financing and flexible management of the company's assets, especially in cases where funds are needed for investment or to cover losses.

Now, participants can provide the company with additional resources without having to go through a lengthy procedure to increase the authorized capital and, most importantly, without changing the ratio of their shares. This makes additional capital a convenient and efficient tool for financial “injections.”

Prior to the adoption of the Law, a complex scheme with “issue income” was often used — the excess contribution was attributed to additional capital. The new mechanism allows to abandon this cumbersome practice and make targeted contributions directly.

New prospects for foreign investors

It is particularly important that the legal regime for property contributed as additional capital, as well as the procedure for its use by the company, can now be clearly enshrined in the charter or corporate agreement. This ensures transparency and predictability in relations between participants.

For foreign investors, the changes mean a significant simplification:

- they can now make direct, targeted contributions to additional capital,

- retain the initial ownership structure,

- and avoid complex procedures for re-registering corporate rights or authorized capital.

This removes one of the main barriers to international investment in Ukrainian business and paves the way for simpler and safer financing of companies.

For foreign investors, Visit Ukraine lawyers provide comprehensive support in formalizing investments, obtaining residence permits through business investments, and legalizing corporate rights. Our specialists ensure transparency and compliance with Ukrainian legislation, allowing you to invest quickly and safely, develop your business, and implement strategic projects.

We remind you! Ukrainian law differs significantly from Anglo-Saxon law, which can lead to legal pitfalls for foreign investors. Learn how to avoid mistakes when signing contracts and get professional support in Ukraine.

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