Ukraine

Maintaining up-to-date information on ultimate beneficial owners (the “UBOs”) and the ownership structure in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organisations (the “USR”) is an obligation of every legal entity in Ukraine. At the same time, since June 2025, the Ministry of Justice has introduced a number of technical clarifications and new procedures regulating how state authorities interact with legal entities in cases where discrepancies in information on the ownership structure and/or UBOs are identified. Orders No. 1172/5 and No. 1173/5 have detailed the notification procedure, response timelines, and document format, but have not changed the obligation itself to submit information on the ownership structure and UBOs. Therefore, the main rules remain unchanged.   Ownership structure: new requirements In April 2024, the Regulation on the form and content of the ownership structure, approved by Order of the Ministry of Justice dated 2 April 2024 No. 161, was updated (it enters into force 90 days after the termination of martial law in Ukraine). According to the new version, the ownership structure of a legal entity must be submitted in the form of a table in accordance with the established template. It must reflect all persons who directly or indirectly own the legal entity (individually or jointly with others), as well as persons who have the ability to exercise significant or decisive influence over its management or activities, even in the absence of formal ownership. The application of the new form will allow the ownership structure to be submitted electronically to the USR and will ensure automated verification of information by software. At the same time, after the provisions of the new version enter into force, the ownership structure information of a legal entity previously submitted to the state registrar is deemed complete for six months, provided that no changes have occurred in the ownership structure and no errors or inaccuracies were made in the previously submitted information.   Who must update information on UBOs and the ownership structure Legal entities are required to update information in the USR where the following circumstances exist: the legal entity was registered before the entry into force of the Law of Ukraine “On Prevention and Counteraction to Legalisation (Laundering) of Criminal Proceeds, Terrorist Financing and Financing of Proliferation of Weapons of Mass Destruction”, i.e., before 11 July 2022, and its owner is an individual; and the owner of the legal entity is another legal entity, or there is at least one legal entity among its founders, except for special entities to which the requirement to disclose UBOs does not apply. Such exceptions include, in particular, political parties, trade unions, bar associations, state-owned enterprises, public joint-stock companies that meet EU disclosure requirements, and other forms provided for by law.   Deadlines for updating information The general deadline for submitting updated information is within 30 calendar days from the date of changes in the ownership structure and/or UBO information. If a legal entity was registered before the entry into force of the rules requiring submission of UBO information, it must submit such information within six months from the date of approval of the ownership structure form and methodology, but not earlier than 90 days after the termination of martial law.   Actions of state authorities, the state registrar, and the bank in case of discrepancies Legal entities in Ukraine are subject to scrutiny by several entities authorised to identify inaccurate or incomplete information on UBOs and ownership structure. In particular, state authorities, law enforcement agencies, banks, and other primary financial monitoring entities (auditors, notaries, lawyers, accountants, etc.), upon identifying discrepancies, are obliged to send a relevant notification to the Ministry of Justice within 10 working days. Thereafter: the Ministry of Justice informs the state registrar and the State Financial Monitoring Service; the state registrar enters a note in the USR on possible inaccuracy and sends the legal entity a request to provide explanations within 3 working days; and if no response is provided within 30 working days, the Ministry of Justice instructs that information on the UBO be excluded from the USR. This procedure, taking into account the new orders, has been supplemented with technical clarifications: requests may be sent not only by post but also electronically; if the first notification is returned as undelivered, it must be resent; the initiator of the request will receive an official notification of the verification result. A bank, as a primary financial monitoring entity, in the event of a note on inaccuracy or failure to provide UBO information, is obliged to terminate servicing the client, which results in blocking access to accounts and financial transactions until correct information is provided.   Obligations of a legal entity in case of discrepancies A legal entity that has received a request from the state registrar must: provide written explanations and/or supporting documents within 10 working days; submit an updated application in Form 2 and the ownership structure prepared in accordance with the current Regulation on the form and content of the ownership structure; provide copies of documents identifying the UBO; and provide a document confirming registration in the country of residence (in the case of non-resident founders). When updating an ownership structure that includes foreign legal entities, practical difficulties may arise, especially if the structure is complex, covers several ownership levels and is registered in different jurisdictions. When updating data in the USR, it should be taken into account that extracts, statements from commercial, banking, or court registers, etc., confirming the registration of a non-resident legal entity in its country of location, must be prepared in accordance with the requirements of Ukrainian legislation. In particular, such documents must be issued no earlier than one month prior to the date of their submission for state registration of changes. An identity document of a UBO who is a non-resident must be valid as of the date the documents are submitted for state registration. A copy of such a document must be notarised no earlier than 90 calendar days before the submission date of the relevant document package. Documents issued in accordance with the legislation of a foreign state must be legalised (consular legalisation or apostille) in accordance with the established procedure, unless otherwise provided by international treaties.   Liability for failure to submit or for late updating of information In case of failure to comply with the obligation to update the ownership structure and/or UBO information: a fine is imposed on the legal entity – from UAH 17,000 to UAH 340,000, and on the authorised person (for example, the director) – from UAH 17,000 to UAH 51,000; the bank terminates servicing the client. This means that the legal entity loses access to accounts, cannot carry out any payment transactions, settle with counterparties, or receive funds. For many companies, this may completely block business operations and indicate a decline in business capacity; and the company loses reputational reliability and may be excluded from participation in public procurement procedures or cooperation with counterparties. During the period of martial law, the running of deadlines for submitting information to the USR is suspended. Penalties for failure to submit information on the ownership structure and UBOs are also not applied for three months after the end of martial law; however, the bank may already terminate servicing the client. Thus, legal entities must carefully monitor the accuracy of data in the USR, update information on UBOs and ownership structure in a timely manner, and, upon receiving a request from the state registrar, act within the prescribed time limits. Ignoring these requirements may lead not only to legal sanctions but also to a complete suspension of business operations due to the inability to carry out banking transactions, as well as to serious reputational and operational risks.   Authors: Oleksandr Melnyk, Partner, Head of Corporate and M&A practice at GOLAW, Attorney at law Oleksandr Shevchuk, Associate at Corporate and M&A practice at GOLAW Vladyslava Zaichko, Junior Associate at Corporate and M&A practice at GOLAW

Recently the firm provided legal support in the process of full return of the bank's assets and valuables, including USD 40 million, EUR 35 million and 9 kilograms of gold, which were seized during transit from Austria to Ukraine by Hungarian special services in March this year. On 18 May 2026, it was formally announced that the decision to deport seven previously detained Oschadbank employees and impose a three-year ban on their entry into and stay within the Schengen Area has been revoked. The respective decision was taken by the Hungarian Police Directorate-General for Aliens, which ordered that the relevant entries be immediately removed from the state registers. Asters' team, together with international legal advisers of Horvathlawyers law firm, implemented a comprehensive legal strategy and advised the client at every stage to protect its interests and support its employees. The team, working on the project under the leadership of Managing Partner Oleksiy Didkovskiy, included lawyers from dispute resolution, white-collar crime and banking and finance departments. Chairman of Oschadbank's Management Board Yurii Katsion has stated: “We are grateful to Asters and our international legal advisers for their professional support. The team’s expertise was instrumental in resolving this unprecedented case in Oschadbank’s favour and securing a fair outcome — the return of property, funds and assets to the bank, as well as the protection of our employees’ interests against unlawful actions.”

In today’s environment of active international relations, the issue of recognizing and enforcing foreign court decisions in Ukraine has become particularly relevant. The growing number of international disputes involving Ukrainian companies and citizens in the areas of business, family, inheritance, and property law necessitates the creation of effective mechanisms for enforcing foreign court decisions within Ukraine. The possibility of recognizing and enforcing foreign court decisions in Ukraine is enshrined in Article 81 of the Law of Ukraine “On Private International Law” and the Convention on the Recognition and Enforcement of Foreign Judgments in Civil or Commercial Matters. The procedure for recognizing and enforcing such judgments is outlined in Section IX of the Civil Procedure Code of Ukraine (hereinafter—the CPC of Ukraine), which establishes the principles, conditions, and requirements for the recognition and enforcement of foreign court judgments in Ukraine in accordance with international standards. Below, we outline the main steps for successfully navigating the procedure for the recognition and enforcement of a foreign court judgment in Ukraine, as well as common mistakes applicants often make.   Key Steps and Common Mistakes in the Procedure for Recognition and Enforcement of Foreign Court Decisions in Ukraine It is worth noting that foreign court decisions are subject to recognition and enforcement in Ukraine if there is an international treaty, the binding nature of which has been approved by the Verkhovna Rada of Ukraine, or on the basis of the principle of reciprocity. Therefore, the first practical step before filing a petition with the court for the recognition and enforcement of a foreign court judgment is to verify the existence of an international treaty between Ukraine and the state whose court issued the relevant judgment, governing the recognition and enforcement of court judgments. However, the absence of an international treaty does not in itself preclude the recognition and enforcement of a court decision if the application of this principle is provided for by national law. That is, in the absence of an international treaty, the process of recognizing and enforcing a foreign court’s decision is carried out in accordance with the principle of reciprocity.  Thus, Article 462 of the Code of Civil Procedure of Ukraine establishes that if the recognition and enforcement of a foreign court’s decision depends on the principle of reciprocity, it is presumed to exist unless proven otherwise. The second important step is determining the competent court to which the relevant motion is filed, as well as complying with the established procedure and deadlines for its submission. The procedure for such an application is not very complicated: the relevant petition is filed with the court along with the necessary attachments, the list of which is specified in Articles 466–472 of the Code of Civil Procedure of Ukraine. If an international treaty, the binding nature of which has been approved by the Verkhovna Rada of Ukraine, establishes a specific list of documents to be submitted, the applicant must follow that list. In the absence of such a treaty or if it does not specify the list of attachments, the following must be attached to the petition: a duly certified copy of the foreign court’s decision; a document confirming that the decision has become final (if this is not stated in the decision itself); a document confirming proper notification of the party that did not participate in the case; a document specifying which part of the judgment is enforceable (if it has been enforced previously); a document confirming the representative’s authority (if the motion is filed by a representative); It is also worth paying attention to practical nuances that often serve as grounds for denying a motion. In particular, a common mistake is failing to properly notify a party to the case of its proceedings, or the lack of sufficient evidence of such notification. If the party against whom a foreign court decision was rendered proves that they were not properly informed about the proceedings abroad or were unable to exercise their right to defense, this may constitute an independent ground for refusing to recognize and enforce the foreign court decision. An equally common ground for refusal is the applicant’s failure to take into account the existence in Ukraine of a court decision that is already in the enforcement stage and was rendered between the same parties and on the same grounds. In such cases, the courts rely on the principle of the inadmissibility of double jeopardy and the principle of legal certainty. In this context, it is worth noting several Supreme Court rulings that reflect current approaches in judicial practice regarding these issues.   Review of Relevant Judicial Practice of the Supreme Court In a ruling of the Civil Cassation Court within the Supreme Court (hereinafter “CCC SC”) dated July 30, 2025, in Case No. 756/7283/23, the issue of compliance with the time limits for filing a petition with the court for recognition of a foreign court’s decision was examined. In June 2023, the applicant filed a motion with the Obolon District Court of Kyiv seeking recognition and authorization for the enforcement of the decision of the District Court of Novo Mesto (Republic of Slovenia) dated January 3, 2020, which became final on February 13, 2020, in Case No. P 229/2016-46 regarding the recovery of funds. By a ruling of the Obolon District Court of Kyiv dated February 21, 2024, the motion was denied, in particular because the debtor does not reside in Ukraine and the judgment is already being enforced in Slovenia, which could lead to double recovery. By a ruling of the Kyiv Court of Appeals dated September 24, 2024, the decision of the court of first instance was overturned; however, the motion was also denied—on other grounds. The Court of Appeals reasoned that the applicant filed the motion on June 12, 2023, i.e., outside the three-year period established by Article 463 of the Code of Civil Procedure of Ukraine. The Supreme Court upheld the position of the appellate court and noted that the time limit for submitting a foreign judgment for enforcement is three years from the date it becomes final under national law. Since the judgment in Case No. P 229/2016-46 became final on February 13, 2020, and the applicant filed the motion only on June 12, 2023—that is, after the expiration of the three-year period—this constitutes grounds for denying the motion. Other grounds for granting a motion for permission to enforce a foreign court’s decision were considered by the Civil Chamber of the Supreme Court in its ruling of October 22, 2025, in Case No. 308/17585/23. The facts of the case were that the applicant filed a petition with the court seeking recognition and permission to enforce the judgment of the District Court of Humenné (Slovak Republic) dated October 5, 2020, and the order dated February 5, 2021, in case No. 17Cb/26/2020 regarding the recovery of funds from a Ukrainian citizen for failure to fulfill contractual obligations. By a ruling of the Uzhhorod City and District Court of Zakarpattia Oblast dated April 2, 2024, the applicant’s motion was granted. The court found no deficiencies in the form or content of the motion.  By a ruling of the Transcarpathian Court of Appeal dated November 7, 2024, the ruling of the Uzhhorod City and District Court of the Transcarpathian Region dated April 2, 2024, was overturned, and a new court decision was issued, which denied the motion to recognize and grant permission for the enforcement of the court decision of the Slovak Republic. The denial was based on the improper notification of the debtor regarding the proceedings. At the same time, the Supreme Court disagreed with the conclusion of the appellate court, noting that the latter had failed to take into account that, in the event of improper notification by a foreign court regarding the proceedings, procedural law grants a person who did not participate in the court proceedings the opportunity to file appropriate objections to the motion with the court hearing the motion. Thus, the debtor was duly notified and informed of the filing and consideration of the relevant motion, and also had a real opportunity to exercise his procedural rights. This was the basis for the Supreme Court’s conclusion that the appellate court’s position was erroneous and, accordingly, for the reversal of its decision in this part. It is worth separately addressing the categories of cases that most frequently arise in the practice of recognizing and enforcing foreign court decisions in Ukraine, namely regarding the collection of alimony. In this category of cases, the Civil Chamber of the Supreme Court, in its resolution of January 28, 2026, in Case No. 456/1567/24, issued a legal opinion stating that a motion for permission to enforce a foreign court’s decision may be denied if a decision of a national court already exists and is being enforced between the same parties. In March 2024, the applicant filed a petition with the Stryi City and District Court of Lviv Oblast seeking recognition and permission for the enforcement of the decision of the District Court of Prague dated June 15, 2009, regarding the collection of child support. By a ruling of the Stryi City and District Court of Lviv Oblast dated October 30, 2024, the motion for enforcement of the foreign court’s decision was granted, and permission was granted to collect child support pursuant to the foreign court’s decision. By a ruling of the Lviv Court of Appeals dated September 23, 2025, the decision of the court of first instance was overturned and a new ruling was issued, on the grounds that there were no legal grounds for granting the motion, given the existence of a judgment by a Ukrainian national court ordering the payment of child support. The Supreme Court upheld the appellate court’s position and noted that the existence of a national court decision on the collection of child support, which is already in the enforcement stage, precludes the possibility of granting the motion for permission to enforce a foreign court decision. Otherwise, this would lead to the simultaneous existence of two enforcement documents regarding the recovery of the same amounts from the debtor in favor of the same person. Thus, it can be concluded that when filing a motion for permission to enforce a foreign court’s decision, it is necessary to carefully consider both substantive and procedural nuances. Before filing the motion, it is advisable to thoroughly analyze the circumstances of the case and the available documents, as well as to ensure that the motion is properly drafted in accordance with the requirements regarding its form, content, attachments, and deadlines.   Authors: Anastasia Klian, Head of Litigation and Dispute Resolution practice at GOLAW, Attorney at law; Oleksandra Belyuga, Paralegal at Litigation and Dispute Resolution practice at GOLAW    

Yaroslav Baienko, Senior Associate at Litigation and Dispute Resolution practice at GOLAW, Attorney at law Introduction The Ukrainian IT industry faces a paradox: the technical complexity of products is increasing, while the legal framework governing relationships among development participants often remains at the level of “verbal agreements.” Typical triggers for conflicts include the breakdown of partnerships in startups, the departure of key developers, a change in contractor, and corporate mergers, when it turns out that the rights to the company’s core product have not been legally formalized. A common myth in business: “I paid for the development—so the code is mine.” This logic, natural from an economic standpoint, has nothing to do with legal reality. The purpose of this article is to explain how the law and judicial practice determine the owner of software code and an IT product, and why proper legal documentation is a critical condition for protecting a business. Software Code as an Object of Law According to the Law of Ukraine “On Copyright and Related Rights” dated December 1, 2022, No. 2811-IX[1] (hereinafter—the Law), a computer program is a set of instructions in the form of words, numbers, codes, diagrams, and symbols expressed in a form suitable for reading by a computer. Article 20 of the Law expressly provides that computer programs are protected as literary works. Copyright arises from the moment of creation and does not require registration or any formalities (Part 2 of Article 11). This is confirmed in paragraph 17 of Resolution No. 5 of the Plenum of the Supreme Court of Ukraine dated June 4, 2010[2] , which states that protection extends to computer programs regardless of the manner or form of their expression, and in paragraph 18—that a work is considered created from the moment it is given any objective form. Fundamentally: the form of expression of the program—source code and object code—is protected. Ideas, algorithms, concepts, and functionality are not protected by copyright. This was explicitly confirmed by the Supreme Court in its ruling of May 22, 2023, in Case No. 760/16961/19[3] , interpreting Article 10 of the TRIPS Agreement and Article 18 of the Law: “only the form of expression of programs is subject to protection, i.e., source and object codes, while their structure, algorithms, and ideas are not subject to protection.” A competitor may create a program with similar functionality by writing their own code. At the same time, the list of protected objects extends beyond the code itself: specifications, flowcharts, databases, and interfaces. The situation with interfaces is not entirely clear-cut. In the case of Lotus Development Corp. v. Borland International, Inc. (U.S. Court of Appeals, First Circuit, 1995; affirmed by the U.S. Supreme Court), the court recognized a menu interface as a method of operation, which is not subject to copyright protection. In Oracle America, Inc. v. Google LLC (U.S. Supreme Court, 2021), the copying of 11,500 lines of the Java API was found to constitute fair use. The court noted that Google had copied only the portion of the API necessary to ensure compatibility with the Java platform, and that such use was transformative in nature. The decision does not mean that APIs are generally not protected by copyright—the Court deliberately left this question open, deciding the case solely on the basis of the fair use doctrine. Although decisions by U.S. courts are not a source of law in Ukraine, these cases are significant for two reasons. First, Ukraine is a party to the Berne Convention and the TRIPS Agreement, which form a common international framework for copyright protection, and Ukrainian courts already rely on TRIPS provisions when interpreting national legislation (in particular, in the aforementioned Supreme Court ruling of May 22, 2023, in Case No. 760/16961/19). Second, the principle of distinguishing between an idea and its form of expression, upon which both cases are based, is explicitly enshrined in Article 18 of the Law and Article 9(2) of the TRIPS Agreement, so the findings in Lotus and Oracle can be used as a compelling doctrinal argument in Ukrainian courts when deciding on the patentability of interfaces and APIs. To identify indirect copying in the case of Computer Associates International, Inc. v. Altai, Inc. (U.S. Court of Appeals, Second Circuit, 1992), a three-step “Abstraction-Filtration-Comparison Test” was formulated: abstraction (reconstructing the order of creation from the code to the main function), filtration (separating protected elements from ideas and scène à faire), and comparison of the remaining protected core—the so-called “golden nugget.” This test has become an international standard for analyzing non-literal software copying and has been adopted by courts in the EU, the UK, Australia, and other jurisdictions. In Ukraine, judges generally do not examine the code themselves—this is done by court experts in computer-technical expertise. The Altai-test methodology can be used by experts as a scientifically sound investigative tool when conducting computer-technical examinations, and by the parties as an argument in procedural documents when substantiating the fact or absence of copying of non-literal elements of a program. Correct identification of the subject matter of the dispute is of decisive practical importance. When a party asserts a claim regarding a “software product,” the court must determine exactly what is the subject of the dispute: the source code, the compiled application, the database, the interface design, or a combination thereof. Each of these elements may have a different legal regime and different rights holders. Author and Rights Holder The author of a computer program is always a natural person. They hold inalienable moral rights (Art. 11 of the Law): authorship, name, and the integrity of the work. Economic rights (Article 12 of the Law)—reproduction, distribution, adaptation, public communication, and other forms of use—determine who may commercially use the code, license it to third parties, or prohibit such use. Property rights may belong not to the author, but to another person—the employer, the client, or the acquirer under a contract. In IT disputes, the subject of the conflict is precisely these economic rights: who has the right to use, modify, and commercialize the software product. The author-programmer’s moral rights are preserved in this context but do not affect the distribution of commercial rights. An important nuance for startups: co-authorship of the original program does not automatically extend to its modifications. In Case No. 760/16961/19[4] , the co-author of the original program lost the dispute in three instances because he could not prove a creative contribution to each subsequent version of the product. Work for Hire: When an Employee Creates the Code Article 14 of the Law defines a work made for hire as a work created by an employee in connection with the performance of duties under an employment contract (agreement). For code to be recognized as a work made for hire, several conditions must be met simultaneously: the existence of an employment relationship, the creation of the program during the term of the employment contract, at the employer’s expense, and within the scope of duties or pursuant to a written work assignment. The Law established that property rights to a work for hire belong to the employer from the moment of creation, unless otherwise provided by the contract. This resolved a long-standing conflict between Article 429 of the Civil Code (joint rights) and the previous version of the Law. The severity of this conflict is illustrated by Case No. 760/18303/14-ц[5] : employees of a state-owned enterprise registered copyright in their own names for a program created under a government contract. The court of first instance ruled against the employer, erroneously applying Article 429 of the Civil Code. The Kyiv Court of Appeals (ruling dated February 6, 2024) overturned the decision, recognized the program as a work made for hire, and invalidated the employees’ certificate, applying Article 16 of the Law “On Copyright and Related Rights” in the 1993 version, which was in effect at the time the disputed legal relationship arose. Key conclusion: the state of funding and non-payment of royalties do not alter the status of a work made for hire. In practice, employers make common mistakes: they fail to include software development in a programmer’s job description, do not formalize work assignments, and do not document the creation of deliverables. If the employment contract lacks a clear description of duties related to code creation, a programmer may argue in a dispute that a specific development went beyond the scope of their job duties and, therefore, is not a work-for-hire. A separate risk involves working on corporate equipment. In Case No. 756/960/15-ц, the Kyiv Court of Appeal[6] refused to recognize the contractor’s authorship without a copyright certificate. In Case No. 2-6118/11, the Solomyanskyi District Court of Kyiv[7] emphasized: an object module in and of itself is not proof of authorship. Conclusion: side projects—in your free time and on personal equipment. Client and Contractor: The Riskiest Scenario Outsourcing development, including the widespread practice in Ukraine of collaborating with individual entrepreneurs (FOPs), is the riskiest model for determining the rights holder. Article 15 of the Law establishes that property rights to a work created on commission are transferred to the client in their entirety from the moment of creation, unless otherwise provided by the commission agreement. This is a new provision that has significantly improved the position of clients compared to previous regulations. It is important to distinguish between the transfer (disposition) of property rights and licensing. Transfer means the complete transfer of all property rights to the transferee. A license merely grants permission to use the work in a specified manner and for a specified term. If the contract contains only wording regarding the “performance of work,” the court may classify the relationship as a contract for services: the client receives a tangible result but not intellectual property. This is confirmed in the Supreme Court’s ruling in Case No. 910/2683/19[8] regarding the mixed nature of a software development contract (elements of a contract for work and Article 1112 of the Civil Code). Key documents that the client must ensure are in place from the very start of the relationship with the developer: a contract with an IP clause, technical specifications, and acceptance and transfer certificates specifying the transfer of property rights. These documents form the evidentiary basis for ownership of rights long before any dispute arises—and it is precisely their absence that is the most common reason why a client loses in court, even when they have full factual control over the product. Technical control does not guarantee ownership rights Access to a GitHub repository, cloud infrastructure, or keys constitutes de facto control, not legal title. GitHub and GitLab platforms record the authorship of commits and the history of changes, which can serve as evidence. However, control over a repository does not imply ownership of the code—just as storing a painting does not make the custodian the owner. The court evaluates technical evidence in conjunction with contractual relationships and deeds of assignment. The party controlling the infrastructure may block access to the product without having the rights to do so—this gives rise to separate claims for access. Even loading a program into RAM can constitute copying: paragraph 31 of Resolution No. 5 of the Plenum of the Supreme Court of Ukraine dated June 4, 2010 ([9] ) states that storing a copy of a program in a computer’s memory constitutes a violation of economic copyright. Open-source as a hidden factor Modern development is impossible without open-source components—up to 80–90% of a commercial product’s codebase may consist of open-source libraries. Licenses (MIT, BSD, Apache 2.0, GPL, LGPL, MPL) have fundamentally different terms. Using GPL components without complying with the terms may require the source code of the entire product to be disclosed. License incompatibility can make legal distribution impossible—each component must be checked for compatibility. The “unclean hands” doctrine denies legal protection to anyone who has violated licenses themselves. This principle was applied in the case of Lasercomb America, Inc. v. Reynolds (U.S. Court of Appeals, Fourth Circuit, 1990), where the court denied the plaintiff copyright protection due to abuse—the inclusion of terms in the license agreement that restricted competition. The doctrine of unclean hands as such is not part of Ukrainian law, but its logic corresponds to the general principles of Ukrainian civil law. In particular, Part 6 of Article 13 of the Civil Code of Ukraine prohibits actions committed with the intent to cause harm to another person or in a manner that constitutes an abuse of rights, and Part 3 of Article 16 of the Civil Code grants the court the right to deny protection of rights to a person who abuses their civil rights. Therefore, the argument regarding the “dirty hands” of a counterparty who has itself violated the licensing terms of open-source components may be relevant in Ukrainian court proceedings as well—through the mechanism of abuse of rights. An open-source audit can shift the balance of power in a dispute: if the “author’s” code turns out to have been borrowed from open libraries, the scope of the disputed rights will be significantly reduced. How to Prove Code Copying The plaintiff must prove: the identification of the product, the authorship and origin of the code, the legal basis for acquiring the rights, and the fact of the infringement. Copying can be direct—borrowing code in the same language with “cosmetic” changes (renaming variables, rearranging blocks, renumbering lines)—or indirect: borrowing the structure, sequence of operations, and interfaces without copying the code itself. A simple “cosmetic overhaul” does not make a program an original work. For indirect copying, the case of Computer Associates v. Altai established a three-step test: abstraction (reconstructing the creation sequence from the code back to the main function), filtering (separating protected elements from ideas and the scène à faire), and comparison. The result of filtering is the “golden nugget”: the protected core of the program. In Ukraine, judges generally do not examine the code themselves. This is done by court experts in computer and technical forensics. The quality of the expert’s conclusion is often a decisive factor. In the same case No. 760/16961/19[10] , the fragment of source code attached to the registration certificate proved insufficient to identify the program—and the court found it impossible to establish the fact of modification. The lesson is clear: keep the complete source code for every version of the product, otherwise even indisputable authorship will be impossible to prove. Recommendations for Businesses In-house: a programmer’s job description must explicitly include software development; each project must be accompanied by a written work assignment; work results should be documented in reports specifying the transfer of property rights. A separate confidentiality agreement (NDA) should be provided for. Regarding post-employment non-compete clauses—the effectiveness of such provisions in Ukrainian jurisdiction is limited due to the absence of direct legislative regulation; therefore, in practice, protection is primarily ensured through NDAs and agreements on the non-disclosure of trade secrets. Outsourcing/Individual Entrepreneurs: The contract must contain a comprehensive IP clause: a direct reference to the transfer of all property rights to the client, a definition of the transfer date, and a list of specific rights. It is recommended to include the contractor’s obligation to transfer source code, technical documentation, and all access rights, as well as liability for infringing third-party rights through the unlicensed use of open-source components. Documentation that holds up in a dispute: systematic maintenance of repositories with named author identification, signed acceptance and transfer acts for each development stage, a registry of used open-source components and their licenses, and, if necessary, state copyright registration as an additional protective measure. Conclusions The owner of an IT product is not the person who paid for the development, not the person who has access to the repository, and not even the person who wrote the code. The owner is the person who holds legal title—a properly documented basis for acquiring property rights. Since the Law came into effect, the rules for the distribution of rights have become significantly clearer, but they only apply if properly formalized in a contract. The contractual and evidentiary basis is more important than technical control over the code. Control over a GitHub account or cloud server grants de facto power, but not legal authority. Dispute prevention is significantly cheaper than litigation—the costs of properly formalizing IT relationships legally are a fraction of the potential losses for a business that risks losing rights to its core product. [1] Law of Ukraine “On Copyright and Related Rights” dated December 1, 2022, No. 2811-IX [2] Resolution of the Plenum of the Supreme Court of Ukraine dated June 4, 2010, No. 5 [3] Resolution of the Supreme Court dated May 22, 2023, in Case No. 760/16961/19 (Civil Cassation Court) [4] Resolution of the Supreme Court dated May 22, 2023, in Case No. 760/16961/19 (Civil Cassation Court) [5] Decision of the Kyiv Court of Appeal dated February 6, 2024, in Case No. 760/18303/14-c [6] Ruling of the Kyiv Court of Appeal in Case No. 756/960/15-ц [7] Judgment of the Solomyanskyi District Court of Kyiv dated October 31, 2011, in Case No. 2-6118/11 [8] Resolution of the Supreme Court in Case No. 910/2683/19 (June 25, 2020) [9] Resolution of the Plenum of the Supreme Court of Ukraine dated June 4, 2010, No. 5 [10] Ruling of the Supreme Court dated May 22, 2023, in Case No. 760/16961/19 (Civil Cassation Court)