Author: Anastasia Holovatyuk, Lawyer at F&P
In 2024–2025, investing in commercial real estate in Ukraine is becoming increasingly relevant amid gradual economic recovery and significant restructuring of the domestic market. Investors are presented with favorable conditions to acquire business premises at attractive prices. However, they also face a complex legal environment that requires careful due diligence, proper risk allocation, and professional legal support at all stages of the investment process.
Legislative Changes and Legal Guarantees for Investors
One of the most important developments in this area is the adoption of the Law of Ukraine No. 2518-IX “On Guaranteeing Property Rights to Real Estate Objects to Be Constructed in the Future.” The law introduces the concept of special property rights (SPR), allowing investors to:
- register their rights at the early construction stage;
- receive legal protection in case of developer insolvency or default;
- secure future ownership rights via the State Register.
This legal mechanism is particularly important for investments in commercial projects such as shopping malls, office centers, and warehouses, where early-stage funding is critical.
Digitization of Real Estate Transactions
Since 2024, Ukraine has introduced a legal framework for the electronic execution of real estate sale and purchase agreements.. Transactions can now be carried out using qualified electronic signatures (QES), with online verification via official registers. Although this significantly reduces time and risks, the participation of a notary remains legally required to certify the validity of the transaction.
The shift to digital agreements improves transparency and reduces the potential for document fraud, particularly in large-scale or multi-party commercial deals.
New Requirements for Developers
Developers are now subject to stricter compliance standards, including:
- mandatory insurance to protect buyers in the event of incomplete construction;
- revised licensing and permitting procedures regulated by the State Inspectorate of Architecture and Urban Planning (DIAM);
- strengthened state oversight for projects involving investor contributions.
These reforms increase legal certainty but also place a higher burden of compliance on all parties involved, making legal support essential during project review and contract negotiation.
Key Legal Risks in Commercial Property Transactions
Title and Encumbrances
Before any transaction, it is critical to verify the legal “cleanliness” of the asset. This includes:
- confirming ownership and rights registration;
- checking for existing encumbrances (mortgages, court orders, easements);
- reviewing technical documentation for compliance with actual conditions.
This is especially important for older properties or those located in dense urban areas.
Zoning, Cultural Heritage, and Location Restrictions
Commercial properties in central districts of Kyiv, Lviv, and Odesa often fall under:
- UNESCO World Heritage protection zones;
- historical preservation areas;
- special urban planning restrictions.
These may limit renovation, usage, or functional repurposing, and should be analyzed before purchasing or investing.
Counterparty Verification
Before signing any deal, it is essential to evaluate the legal standing of the seller or developer. This includes:
- reviewing the company’s registration, beneficiaries, and financial background;
- checking court and enforcement records;
- identifying any sanctions or asset freezes.
This helps prevent transactions with entities facing legal challenges, reputational risks, or operational bans.
Structuring the Investment
Commercial real estate deals are often structured beyond traditional purchase agreements. Common formats include:
- acquisition of corporate rights in a company that owns the property;
- contributions to a company’s share capital;
- option agreements or forward contracts.
Each format has legal and tax implications, and
Promising Real Estate Sectors in 2025
Despite challenges associated with martial law, certain segments of commercial real estate remain attractive:
- Retail real estate in Western Ukraine (Lviv, Uzhhorod, Ivano-Frankivsk) is driven by internal migration and stable consumer demand;
- Logistics centers near Kyiv, Vinnytsia, and Dnipro remain in demand due to changing supply chain needs;
- Hybrid office spaces and coworkings are growing in popularity as companies embrace flexible formats.
Leading market analysts note a rebound in rental rates and investor activity in Q2 and Q3 of 2024, with growing interest from foreign institutional players.
How Fedoryshyn & Partners Supports Investors
Our firm provides full legal support for real estate transactions, including:
- legal due diligence of property and developer;
- structuring of transactions (direct purchase, corporate rights, investment contracts);
- support in negotiations with sellers, developers, banks, and notaries;
- registration of special property rights or ownership titles;
- representation in case of litigation or disputes.
Conclusion
Investing in commercial real estate in Ukraine offers high potential returns, but also involves complex legal and regulatory challenges. Recent legislative reforms and the digital transformation of transactions have significantly improved the investment climate. However, every transaction must be carefully structured, verified, and accompanied by professional legal expertise.
Fedoryshyn & Partners helps clients turn legal complexity into long-term investment success.
