Article 369 of the Criminal Code criminalizes the bribery of a public official, but for a long time, this provision has been interpreted in practice primarily with regard to domestic officials. A loophole existed—and people took advantage of it. But two bills are set to close that loophole soon.
Let’s consider a real-life scenario. A large Ukrainian agricultural holding company negotiates a long-term wheat supply contract with one of the African countries. The local trade minister hints that the signing of the contract can be “expedited” in exchange for an appropriate “consulting” fee. The money is transferred through an offshore entity. The contract is signed. Is this a crime under Ukrainian law? Until recently, the answer was disappointing: formally, no. Article 369 of the Criminal Code punishes the bribery of a public official, but for a long time, this provision was interpreted in practice primarily with regard to domestic officials. A loophole existed—and people took advantage of it.
On March 6, 2026, the President submitted two interrelated bills to the Verkhovna Rada aimed at closing this loophole:
No. 0367—on Ukraine’s accession to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials;
No. 15056—on corresponding amendments to the Criminal Code, the Code of Criminal Procedure, and the Law “On Preventing Corruption.”
This article is an attempt to understand exactly what is changing and why, what legal consequences accession will have, and why, despite their apparent “technical” nature, these bills deserve much more attention.
The 1997 Convention: What It Is and Why It Has Not Become Obsolete
The OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions was concluded in Paris on December 17, 1997. At the time of its signing, it became the first document in international law to focus exclusively on the bribe-giver—unlike most previous anti-corruption mechanisms, which were oriented toward the recipient.
The logic of the convention is simple: if all major exporting countries criminalize the bribery of foreign public officials in their own legislation, the “demand” for corruption in international business will decline structurally, rather than just in isolated cases. No American or French company will gain a competitive advantage from bribery—because the risk of criminal liability at home will offset any situational benefit abroad. Today, the convention has been ratified by more than 46 countries, including all OECD members.
The convention is not a mere declaration. It establishes specific obligations for each participating state, including:
criminalizing the intentional offering, promise, or giving of a bribe to a foreign public official for the purpose of obtaining or retaining a business advantage—regardless of where or when it occurred;
to establish liability for legal entities—that is, companies cannot distance themselves from the actions of their representatives;
to provide for penalties commensurate with those applied for bribery of domestic officials, including imprisonment and confiscation;
ensure mutual legal assistance and extradition among the participating states—and explicitly prohibit invoking bank secrecy as a basis for refusing such assistance.
Why is Ukraine only acceding to the convention now?
The convention entered into force on February 15, 1999. In other words, Ukraine has had the opportunity to accede to it for more than a quarter of a century. Why hasn’t it done so?
There are several explanations. First, until 2022, membership in the OECD was not a strategic priority for Ukraine. Second, the convention required not only ratification but also actual implementation—amendments to legal codes, the development of law enforcement practices, and readiness for rigorous international monitoring. This meant genuine domestic reforms, not just a ratification vote in parliament.
Everything changed after February 24, 2022. In May of that year, Ukraine applied for membership in the OECD. On October 23, 2025, the OECD Working Group on Bribery decided to invite Ukraine to become a full party to the convention. On December 10, 2025, the Cabinet of Ministers accepted this invitation via Decree No. 1392-r. And on March 6, 2026, the relevant draft laws were registered in parliament.
The logic behind this process is symmetrical: Ukraine needs the OECD to validate its reform agenda and as a prerequisite for large-scale foreign investment during its recovery. The OECD needs new members to actually comply with the Convention’s requirements, rather than merely signing it. These two bills are not a gesture of goodwill, but rather the fulfillment of specific membership requirements.
What exactly does Bill No. 15056 change?
The commonly used description “minor changes” sounds like an understatement. In reality, each of the changes closes a specific loophole that previously made the convention theoretically inapplicable in the Ukrainian context. Let’s break them down one by one.
Expansion of the term “foreign official” (Art. 18 and note to Art. 364 of the Criminal Code)
This is a key change. The current version of Part 4 of Article 18 of the Criminal Code contained a proviso: only those members of international parliamentary assemblies “in which Ukraine participates” are considered public officials. The OECD Convention does not include such a restriction—it applies to any officials of any international organizations and assemblies.
The draft law removes this proviso. At the same time, the note to Article 364 of the Criminal Code is expanded: it now explicitly mentions officials of local self-government bodies of foreign states, autonomous entities, and state-owned and municipal enterprises. Previously, the provision contained only a general list, which in practice led to varying interpretations.
Once the relevant amendments are adopted, the scope of the provision will cover virtually any person who performs a public function in any state or international organization.
Liability of Successors to Legal Entities (Part 3 of Article 96⁴ of the Criminal Code)
The classic scheme of corporate evasion of criminal liability: a company against which proceedings have been initiated undergoes reorganization—a merger, acquisition, or spin-off. The “new” legal entity acquires the assets and contracts, but under the previous version of the law, criminal proceedings were not brought against it in cases involving the bribery of foreign officials.
The draft law expands the list of grounds for the liability of legal successors, supplementing Part 3 of Article 96⁴ of the Criminal Code with a reference to subparagraphs 1–4 of Part 2 of Article 963 of the Criminal Code. Now, the reorganization of a company does not exempt the successor from sanctions if it has inherited property and rights related to a corruption offense.
Duties of Authorized Persons of a Legal Entity (New Part 4 of Article 61 of the Law “On Preventing Corruption”)
This is a new provision with no equivalent in current legislation.
Previously, the law required only full-time officers, officials, and employees of a company to implement anti-corruption measures. But who actually “calls the shots” in non-transparent deals? Most often, it is an external agent, broker, or “consultant” who is not on the payroll but is hired under a contract. The new Part 4 explicitly extends anti-corruption obligations to any individual authorized to act on behalf of a legal entity—regardless of the form of the relationship: law, articles of incorporation, contract, instruction, or even verbal authorization.
To understand the significance of this: in most major corruption cases investigated under the FCPA, it was external agents who were the actual perpetrators of bribery. This provision closes that loophole in Ukrainian law.
Wording Regarding the Liability of Legal Entities (Article 651 of the Law “On Preventing Corruption”)
The previous version provided for a legal entity’s liability only when an authorized person committed a crime “in the interests” of the company. The new version replaces “and” with “and/or”—meaning it is sufficient for the crime to have been committed “on behalf of” the legal entity, even if no direct benefit accrued to it. This is an important detail: in practice, it can be difficult to prove the company’s “interest,” whereas the fact that actions were taken “on its behalf” is usually evident.
Practical Implications for Business
Accession to the convention is not an abstract event in the realm of international law. It directly affects every company that operates or plans to operate in foreign markets.
What Will Become More Complicated
Any scheme to “resolve issues” through agents or “consultants” in third countries now carries a real criminal liability risk—for both individuals and the company. Reorganization is no longer a protective shield. Off-balance-sheet payments, fictitious expenses, and forged invoices are not just accounting issues but may also result in criminal liability.
Good to know: The mechanism for mutual legal assistance among Convention signatories means that a foreign law enforcement agency can request documents and information from Ukrainian authorities—and vice versa. Citing bank secrecy as a basis for refusing such a request is expressly prohibited by Article 9 of the Convention.
What This Means
For honest businesses, accession to the Convention is an advantage. Participation in international tenders and government procurement in OECD member countries often requires confirmation of a counterparty’s compliance with anti-corruption standards. Being located in a jurisdiction that is a party to the Convention sends an important signal to institutional investors and international partners.
Furthermore, if a Ukrainian company itself becomes the target of corruption-related extortion abroad, the state gains a legal basis for international cooperation in the investigation—something that was virtually nonexistent before.
Practical Implications for Legal and Compliance Departments
Companies that engage in or plan to engage in foreign economic activity should review their agency agreements and contracts with “consultants” now to ensure compliance with the new requirements. Corporate anti-corruption programs must be updated to account for the expanded scope of entities covered (new Part 4 of Article 61 of the Law “On Preventing Corruption”). The effective date is not a time for a last-minute rush, but rather a deadline for systematic work that must begin now.
Author: Vitaliy Chayun, Barrister
Source: https://zib.com.ua/ua/171637-pidkup_inozemnogo_chinovnika_stane_zlochinom_v_ukraini_scho_.html