Ukraine’s merger control regime continues to function despite the ongoing conflict, with the Antimonopoly Committee of Ukraine (AMC) handling over 550 filings in 2024 and more than 1,000 in 2025. This mandatory and suspensory system requires parties to obtain approval before implementing any concentration if jurisdictional thresholds are met. Closing a deal without clearance remains a violation, even if the transaction raises no competition concerns, as the AMC acts as both investigator and decision-maker with no separate adjudicative body at the first instance.
State commissioners make binding decisions on prohibition, clearance, or conditional clearance. While judicial review is available on appeal, the lack of a direct challenge creates a specific procedural environment for businesses. The committee has explicitly stated that a “carve-out of Ukrainian territory” does not allow parties to avoid liability for fines if financial thresholds are exceeded. This stance applies broadly, even to foreign-to-foreign transactions where the deal may have minimal direct impact on the local market.
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The AMC’s Expanded Reach
Ukraine does not have an operational foreign direct investment screening regime yet. A draft law was registered in Parliament in September 2025, and a commission was established by the Cabinet in January 2026, though the precise scope and procedure remain to be finalized. The AMC is currently working to align with EU competition law, with Phase 2 changes anticipated in the first half of 2026. A draft methodology for determining relevant product markets was adopted in October 2025 and is currently undergoing public consultation.
The committee relies heavily on open-source intelligence to monitor transactions. It tracks the European Commission’s website and other foreign authorities to spot deals that might be notifiable in Ukraine. Through informal cooperation with agencies in Poland, Romania, and Latvia, the AMC gathers information that increases the detection risk for foreign-to-foreign transactions. The AMC is also an active member of the OECD Competition Committee and received a formal invitation to become an associated member in April 2026.
Thresholds and Control Definitions
Jurisdiction is based on assets and turnover rather than market share. There is no local nexus requirement, meaning a transaction can be notifiable even if the target has no presence in Ukraine, provided the acquirer has sufficient assets or turnover there. The thresholds are denominated in euros and are fixed by law, using the official exchange rate from the National Bank of Ukraine. Financial data is converted using the rate as of December 31 of the relevant financial year.
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Since January 1, 2024, acquiring a non-controlling 25% shareholding no longer triggers a filing unless it confers decisive influence. The AMC assesses the full factual matrix, looking at shareholder agreements and veto rights to determine if control exists, including the significance of rights to block strategic decisions like budgets or senior management appointments. The definition of control is broad and inspired by EU principles but can be applied in practical terms that extend beyond standard ownership percentages.
Transaction structures can be tricky. Transactions between the same parties within two years are treated as a single concentration if they affect the same or neighbouring markets. Joint ventures (JVs) are considered concentrations if they meet specific conditions, such as having a management board with independent members and a minimum capital contribution. Conversely, a non-full-function JV is not a concentration but may require a separate approval for concerted practices.
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Operational Reality
Many international investors underestimate how quickly information travels across borders in the digital age, assuming that a deal with no Ukrainian assets will slip through the cracks. The reality is that the AMC’s reliance on open-source data and informal cooperation with foreign regulators means that a strategic acquisition can be scrutinized from halfway across the world. This interconnected approach forces companies to consider the geopolitical and digital footprint of their investments much earlier in the deal process than they might in other jurisdictions.
The AMC has processed over 1,000 merger filings in 2025, indicating that the market remains active despite martial law. While no sector-specific exemptions exist, regulated sectors like banking and energy face parallel approvals from sector regulators like the National Bank of Ukraine, which are separate from the AMC review. Parties must ensure they are not caught by the restrictions on temporary changes of control, which do not have an express carve-out in the law.