The Cabinet of Ministers submitted a bill to the Verkhovna Rada that is intended to become the legal basis for a new architecture of Ukraine's stock market. Not a quick fix — a complete restart: a single holding that will encompass exchange trading, clearing and securities custody, plus a foreign strategic investor as a key shareholder.
Why now and why this way
Context matters. Ukraine's stock market is effectively failing to perform its basic function — attracting broad capital into the economy. Two current players with trading licenses for securities — PFTS and "Perspektiva" — operate at marginal volumes. As NBU Governor Andriy Pyshny noted, "Ukraine lacks capital market infrastructure that enjoys trust" from neither domestic nor foreign investors.
The process was launched by a memorandum between Ukraine and the EBRD, signed in July 2025 at the Recovery Conference in Rome. The document bears the signatures of Finance Minister Serhiy Marchenko, First Deputy Prime Minister Yulia Svyrydenko, NBU Governor Pyshny and EBRD President Odile Renaud-Basso. According to the Ministry of Finance, the memorandum provides for the creation of a single holding that would unite key institutions of capital market infrastructure.
What the law actually proposes
The bill provides for the creation of a holding infrastructure company to include the National Depository of Ukraine (NDU) and the Settlement Center. A new stock exchange will be established separately. Ownership structure: the state retains at least 25%, a strategic foreign investor enters through an open tender, international financial organizations and other investors can additionally participate in the capital.
The first practical step has already begun: in September 2025, the NBU announced the start of implementation of the memorandum with the EBRD — transferring the state stake in NDU to NBU management as a preparatory stage before forming the holding.
"The capital market should become one of the sources of long-term financing for the recovery and development of our economy. For this, Ukraine needs modern infrastructure for this market — one that is understood by business, Ukrainian and international investors."
Ministry of Economy, Environmental Protection and Agriculture
Where disagreements already exist
The bill passed approval by the NCCSPM — but with reservations, and they are principled. The Commission insists on stricter requirements for candidates for the role of strategic investor: according to the NCCSPM, they must have experience in all three areas — as an organized capital market operator, clearing agent and depositary. The current version of the bill allows sufficiency in only one of these types of activity.
Separately, the Commission proposes removing the strict fixation of the state's share at 25% and replacing it with a more flexible formulation — to avoid blocking possible additional emissions or attraction of new investors in the future.
- Broad investor requirements (Cabinet version): experience in one of three types of specialized activity is sufficient — opens doors to a wider range of candidates
- Narrow requirements (NCCSPM position): experience in all three segments — effectively filters out everyone except major global exchanges
- Fixed state share of 25% (Cabinet version): a minimum below which it cannot go
- Flexible share (NCCSPM position): will allow attracting capital without legislative changes
These are not technical edits — which version the Verkhovna Rada supports will determine who can actually compete for the investor role. If requirements remain soft, the tender is theoretically open to regional players. If the NCCSPM convinces deputies — only a few global exchanges at the level of Euronext, Nasdaq or London Stock Exchange Group will remain in play.
The law does not provide for additional state budget expenditures. But without amendments to four relevant laws — on the NBU, management of state property, capital markets and the depository system — the entire construction remains on paper.
If the Rada passes the law in the Cabinet version without NCCSPM edits, and the tender is won by a player with experience in only one segment — will the new holding have sufficient operational competence to convince international institutional investors to enter Ukraine through it rather than through foreign platforms?
