In an era of widespread digitization, when the qualified electronic signature (QES) is becoming the primary tool for identification and the expression of legal intent, the use of traditional seals may seem like a relic of the past. However, despite significant steps toward deregulation, Ukrainian legislation still contains certain provisions that create legal uncertainty. The new draft Law of Ukraine “On Amendments to Certain Legislative Acts of Ukraine Regarding the Use of Seals by Legal Entities and Individual Entrepreneurs” (Reg. No. 13591), submitted by the Cabinet of Ministers of Ukraine, is another step toward bringing the legislation in line with modern realities.

Let’s review the history of legal regulation regarding the use of seals in Ukraine and analyze the changes proposed by Draft Law No. 13591.

Stage 1: Mandatory Use as an Axiom (until April 2014)

For a long time, having a seal was not merely a right for a legal entity, but an inviolable obligation. Any contract, deed, certificate, or official letter without a seal impression was considered to lack full legal force. This requirement was enshrined in numerous regulatory acts, including the Commercial Code of Ukraine (in its original versions).

The seal served as an additional means of authenticating a document and confirming the authority of the person who signed it on behalf of the company. However, under current conditions, this approach created unnecessary bureaucratic hurdles.

• Additional costs: the need to have the seal made at specialized workshops.
• Fraud risks: the possibility of forging a seal impression.
• Slower document processing: physical dependence on the seal being available in the office.

Phase 2: Deregulation and Transition to Voluntary Use (from April 2014 to the present)

Recognizing the archaic nature of the mandatory use of seals, lawmakers began a process of liberalization. Two laws were key:

• Law of Ukraine No. 1206-VII of April 15, 2014, “On Amendments to Certain Legislative Acts of Ukraine Regarding the Simplification of the Procedure for Starting a Business.” This law introduced, for the first time, the principle of voluntary use of seals by private-law business entities;
• Law of Ukraine No. 1982-VIII of March 23, 2017, “On Amendments to Certain Legislative Acts of Ukraine Regarding the Use of Seals by Legal Entities and Individual Entrepreneurs.” The law definitively established that the presence or absence of a seal impression on a document has no legal consequences. It was expressly prohibited to require the use of a seal unless provided for by law or by agreement between the parties.

These changes were revolutionary, as they abolished the presumption that a seal is mandatory, transforming it into an optional tool.

Stage 3: A New Bill—Eliminating Remnants and Legal Cleanup

Despite these sweeping changes, an analysis of the legislation revealed that certain laws still contain provisions that directly or indirectly require the affixing of a seal. This creates conflicts and ambiguous interpretations in practice.

The draft law under review is aimed precisely at resolving this issue. It proposes targeted amendments to two laws:

• The Law of Ukraine “On Employers’ Organizations, Their Associations, and the Rights and Guarantees of Their Activities.” It is proposed to completely remove the words “affixed with the seals of employers’ organizations (if any)” from Part 3 of Article 11. Even the phrase “if any” is superfluous, since the mere mention of a seal in the law could be interpreted as implying that its use is desirable;
• The Law of Ukraine “On Capital Markets and Organized Commodity Markets.” In Part 3 of Article 26, which addresses the details of a bank savings certificate, it is proposed to add the words “(if any)” after the words “bearing the bank’s seal.” This brings the provision in line with the general principle of voluntariness.

As can be seen from the explanatory note and the comparative table, these changes are not revolutionary. Rather, they represent a “cleanup” of the legislative framework to remove obsolete provisions, which is an entirely logical and appropriate step.

Thus, the proposed bill is a logical continuation of the state’s consistent course toward deregulation and the elimination of legal uncertainties. Its adoption will make it possible to clear the legislative framework of obsolete provisions that create opportunities for abuse or impose excessive requirements on businesses. At the same time, it is important to emphasize that these changes do not prohibit the use of seals. Business entities may, as before, use a seal at their own discretion as an additional measure to protect their documents, if they deem it appropriate.