Following the entry into force of Law No. 3985-IX, which implements EU Directive 2019/1023, Ukrainian insolvency law is undergoing systemic transformation. One of the most consequential practical changes is the new framework for determining interested creditors and the legal effects this status has on their participation in creditors’ meetings and committees.

1. New Rules: An Interested Creditor Loses the Right to a Decisive Vote

As of 1 January 2025, paragraph 13 of Article 47 of the Bankruptcy Code of Ukraine (BCU) clearly establishes: competitive creditors who are interested in relation to the debtor are deprived of their decisive voting rights at creditors’ meetings and in the creditors’ committee. This is a fundamental shift designed to prevent manipulation of voting results through the creation or assignment of claims to “controlled” creditors. Even a major creditor linked to the debtor can no longer determine voting outcomes.

Courts have taken a strict position from the outset. In its decision of 26 June 2025 in case No. 910/4888/21, the Northern Commercial Court of Appeal underlined that: votes of such creditors may not be counted under any circumstances.

2. Temporal Effect: The Changes Apply Retroactively

A key conclusion of the Commercial Cassation Court (CCC) in its ruling of 29 July 2025 in case No. 903/534/23 is: the new rules apply even to insolvency proceedings opened before 1 January 2025. This means all ongoing insolvency cases automatically shift to the new legal framework — without exception. This creates a practical challenge: in earlier cases, courts did not determine the status of interested creditors at the preliminary hearing because the law did not require it at that time.

Now, courts must issue an additional ruling establishing whether each creditor is interested.

3. Procedural Issues: How Courts Establish Interest

3.1. The question may be resolved by a separate court ruling

Courts have clarified that even if the preliminary hearing took place before the reform, the issue of creditor interest may be examined by a separate ruling, when necessary to restore the rights of other creditors.

3.2. The creditor must disclose interest independently

In case No. 905/169/25 (24 September 2025), the CCC explained: if the creditor did not indicate its interested status in the application for opening proceedings, the court is not obliged to investigate this issue ex officio.

4. Substantive Law: Who Exactly Qualifies as an Interested Creditor

After the 2025 amendments, Law No. 3985-IX significantly expanded the definition. Paragraph 7 of Article 1 of the BCU now identifies three groups:

Group 1. Control and Corporate Influence

Persons who exercise or have exercised control over the debtor, legal entities created with the debtor’s participation, or persons under joint control of a third party. The CCC clarified that “control” must be interpreted by analogy with the Law on Protection of Economic Competition and the methodological guidelines of the Antimonopoly Committee (cases No. 914/466/23 and No. 903/534/23). This means the former “50%+1” formal threshold is no longer sufficient — courts evaluate factual influence.

Group 2. Family Relationships

Spouses, children, parents, siblings, and grandchildren. The Supreme Court emphasized that this list is exhaustive (decision of 16 January 2025, case No. 910/9446/23).

Group 3. Other persons with justified indicators of interest

A flexible category that allows courts to include individuals or entities that acted de facto in the debtor’s interests. Typical example: a creditor financing payments on behalf of third parties at the debtor’s expense, or entering transactions lacking economic rationale. Such instances are documented in practice (e.g., decision of 24 July 2025, case No. 904/1926/23).

5. Transactions Lacking Reasonableness and Good Faith

Courts are actively applying the new standards to transactions that do not meet the criteria of reasonableness, economic purpose, or good faith. In case No. 902/1253/22 (29 September 2025), the court held that the existence of debt is irrelevant; what matters is whether the transaction had economic justification. If a transaction worsened the debtor’s financial position, its counterparty may be recognised as an interested creditor.

6. Assignment of Claims: The Six-Month Rule

The amended law introduced a specific criterion: a creditor is considered interested if, within six months before the opening of insolvency proceedings, it acquired the claim from another interested creditor. The Eastern Commercial Court of Appeal (28 May 2025, case No. 905/55/24) stressed that extending this rule to acquisitions occurring after the opening of proceedings is unlawful.

Courts must adhere strictly to the six-month timeframe.

What This Means for Businesses and Creditors

1. Debtors can no longer engineer a favourable composition of creditors

Controlled assignment of claims will no longer influence voting outcomes.

2. Creditors must evaluate ownership and control structures of counterparties

Even companies that appear formally independent may be deemed interested.

3. Economically unjustified transactions create a direct risk of losing voting rights

Particularly if they harmed the debtor’s financial standing.

4. Insolvency practitioners must pay special attention to the creditors’ register

All interested creditors must be clearly identified and reflected in the register.

Conclusion

Ukrainian courts are shaping a new, more flexible yet stricter doctrine of creditor interest — one that limits non-transparent influence on insolvency proceedings.

For businesses, this marks the end of the era of “controlled creditors.”

For lawyers, it means deeper analysis of ownership, transactions, and corporate structure.

For creditors, it signals the need to be prepared to substantiate their independence and justify their actions.