EVOLUTION OF THE FEATURES OF A LEGAL ENTITY IN UKRAINIAN CIVIL LAW: A COMPARATIVE ANALYSIS OF THREE CODIFICATIONS

Abstract

The article analyzes the evolution of the legal nature of organizations as subjects of civil law in Ukraine, spanning from the Civil Code of 1963 to the current Civil Code of Ukraine of 2003 and the Draft of the new Code of Private Law (Draft Bill No. 15150, adopted by the Verkhovna Rada of Ukraine in its first reading on April 28, 2026). The study examines the five classical features of a legal entity: organizational unity, possession of separate property, acting in civil transactions under its own name, independent property liability, and the capacity to sue and be sued in court, alongside the legal capacity and competence of organizations. The article demonstrates that the substance of each feature has undergone a significant transformation driven by the transition to a market economy, the decommunization of names, the development of corporate law, the digitalization of civil turnover, and the legal regime of martial law. Specifically, the study establishes that the feature of organizational unity has evolved from mandatory collectivity to a structural-functional criterion that permits legal entities with a single founder (owner). The author identifies a legislative gap, noting that the current Civil Code of Ukraine does not institutionalize the rights of economic management and operational management, which practically continue to be applied under sectoral commercial legislation. Furthermore, the article reveals the impact of the full-scale armed invasion of Ukraine by the Russian Federation on the functioning of legal entities, including the temporary unavailability of state registries, the introduction of adapted judicial procedures, and restricted timeframes for case resolution. A conceptual shift in the new Civil Code Draft is identified: rather than a rigid separation of subjects into public and private, it introduces the principle of equality among participants in civil relations, enabling state and municipal entities to enter private relations on equal terms with other actors in civil turnover. The Draft eliminates ambiguity when concluding contracts with state entities and minimizes the risks of judicial reclassification of contractual models. The practical implications of this change include: elimination of the need for judicial reclassification of contracts between businesses and state entities; stabilization of legal relations in public-private partnerships; uniform rules of liability for all participants in civil turnover regardless of the founder’s status. The article further substantiates that the proposed model aligns with the European Union acquis and represents a logical continuation of Ukraine’s Euro-integration course in the field of private law, implementing mandatory provisions of EU legal acts (directives and regulations). The study also highlights that the Draft implements a conceptual shift from the subject-classification approach (public/private legal entities) to a relational criterion, whereby the decisive factor is the nature of the relations, not the status of the subject. The principle of equality of civil relations participants is consistent with EU acquis and is a logical continuation of Ukraine’s European integration course.