M&A in Ukraine

If you do intend to acquire or to sell assets and business in Ukraine, we do offer complete legal services from A to Z. We provide legal support services of Mergers and Acquisitions in Ukraine. We do also carry through a corporate restructuring of businesses and deals of acquisition or sale of shares/parts belonging to legal entities and individuals. For more than 12 years we have successfully conducted more than 120 m&a and due diligence legal transaction services. Company acquisition in Ukraine with us is always safe, confident, and clear.

What do we do?

  • negotiation and drafting of primary and ancillary transaction documents;
  • developing an appropriate legal structure of a company (or group of companies) for investors;
  • preparation of all necessary documentation;
  • support for all legal procedures necessary for transactions to be fulfilled;
  • legal due diligence in Ukraine;
  • mergers and acquisitions in Ukraine;

What do you need to know about business or asset acquisition in Ukraine?

Business acquisition always has some risks in any country. And it is no secret that the purchase of assets in Ukraine has some specificity. One of the main parts of the whole process of due diligence in Ukraine is a legal checkup of business. The future owner of the company shall be well-informed even about potential uncertainty of the juridical status of assets. Every document must be checked by a qualified solicitor. A very important part of M&A is legal due diligence. Here we would like to inform you about important points of business audit in Ukraine.

  1. The real basis is always a property right. No matter what it is, a real estate, intellectual property, shares, or other assets. Ukrainian legislation is not a perfect one. So acquiring an asset to avoid risk you need to know even how this asset was gained by the current owner. Also, consider that the land may be leased from the state of Ukraine. Must have to check the lease contract itself, prolongation procedure, and payments. Consider that general laches term in Ukraine is 3 years, so usually, all transactions for such period are to be checked.
  2. Another very important part of the process evaluation of risks is the analysis of available permissions or licenses. It is especially decisive when a license or permission is one of the fundamental basis of business, for example in the mining industry. So it is a must-have not just to know that a company has needed documents, but also how those permissions were obtained and on what ground.
  3. Debts are also a very and very extensive part of the business. First, you need to know whether there are some debts to state authorities, like State Fiscal (tax) service, Pension fund, license fee payments, etc. Such information can be also requested from appropriate state bodies. If possible, it would be better to obtain documents from each state authority, confirming zero debts. Salary debts (not a rare thing in Ukraine) is necessary to audit as it may cause financial sanctions and penalties if there are some.
  4. Other necessary parts to be checked are litigations. Because the lawsuit itself shall not be a reason to refuse investment if the business is worth to buy. Most middle and big companies in Ukraine do have some disputes. There is nothing to be afraid of. But you need to be well-informed about potential risks of current litigation.

Required steps before conducting an M&A in Ukraine

The first question is “who is going to make an investment”? First of all, we need to be absolutely sure that there are no restrictions for the purchaser to make an acquisition. Most restrictions for business acquisition in Ukraine refer to competition law regulations. So to avoid a situation when the business and a price for it are OK, but you can not buy it, we advise you to make the needed checkup before. Also consider that some assets can not be purchased because of subjective juridical reasons, such as sanctions against individuals, companies, and owners from certain countries, etc.

The second is a preliminary agreement. This contract usually includes the right to conduct due diligence and checkup of the company (or other assets), terms and conditions, responsibility. The preliminary contract can also include the price for the asset and all the needed details of the acquisition process. 

The third is how to get funds to Ukraine. It is not so difficult process but it takes some time. You need to open an investment account or register a company in Ukraine (in case if the acquisition is made via LLC). This stage may take some time, but we always inform about terms. In case, if it is an individual citizen to buy an asset, the Ukrainian tax id is required. 

We have considerable experience in legal support of business acquisition or sale and due diligence in Ukraine. Maybe 2020 is the best time to acquire property or assets in Ukraine. See more about the economy of Ukraine on the World Bank website.

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